<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                                    FORM 10-Q
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


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

FOR THE FISCAL QUARTER ENDED                             COMMISSION FILE NUMBER
       MAY 5, 2001                                              1-5287

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

                              PATHMARK STORES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                         22-2879612
 (State of other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)

         200 MILIK STREET
       CARTERET, NEW JERSEY                                     07008
 (Address of principal executive offices)                     (Zip Code)


                                 (732) 499-3000
              (Registrant's telephone number, including area code)

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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                              None


           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     Common Stock, par value $0.01 per share
                        Warrants to purchase Common Stock


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

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


                         Yes   /X/                      No  / /

   As of June 1, 2001, 30,098,510 shares of the Common Stock were issued and
outstanding.

================================================================================

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                              PATHMARK STORES, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                          SUCCESSOR     PREDECESSOR
                                                           COMPANY        COMPANY
                                                          ---------      ---------
                                                          13 WEEKS       13 WEEKS
                                                            ENDED          ENDED
                                                            MAY 5,       APRIL 29,
                                                            2001           2000
                                                          ---------      ---------
<S>                                                       <C>            <C>
Sales ...............................................     $ 977,197      $ 919,196
Cost of sales (exclusive of depreciation and
  amortization shown separately below)...............      (704,537)      (661,544)
                                                          ---------      ---------
Gross profit ........................................       272,660        257,652
Selling, general and administrative expenses ........      (228,134)      (212,715)
Depreciation and amortization .......................       (18,603)       (18,928)
Reorganization expenses .............................            --         (5,134)
Amortization of excess reorganization value .........       (66,378)            --
                                                          ---------      ---------
Operating earnings (loss) ...........................       (40,455)        20,875
Interest expense, net ...............................       (17,580)       (42,134)
                                                          ---------      ---------
Loss before income taxes ............................       (58,035)       (21,259)
Income tax provision ................................        (3,362)           (33)
                                                          ---------      ---------
Net loss ............................................       (61,397)       (21,292)
Less: noncash preferred stock accretion and dividend
  requirements ......................................            --         (9,970)
                                                          ---------      ---------
Net loss attributable to common stock ...............     $ (61,397)     $ (31,262)
Weighted average number of shares outstanding - basic     =========      =========
  and diluted .......................................        30,000
Net loss per share - basic and diluted ..............     =========
                                                          $   (2.05)
                                                          =========
</TABLE>


           See notes to consolidated financial statements (unaudited).


                                       2
<PAGE>

                              PATHMARK STORES, INC.
                   CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                                                     MAY 5,         FEBRUARY 3,
                                                                                      2001             2001
                                                                                   -----------      -----------
<S>                                                                                <C>              <C>
ASSETS
Current assets
   Cash and cash equivalents .................................................     $    55,753      $    84,601
   Accounts receivable, net ..................................................          18,925           18,466
   Merchandise inventories ...................................................         192,769          176,284
   Prepaid expenses ..........................................................          22,264           21,539
   Due from suppliers ........................................................          53,449           58,413
   Other current assets ......................................................           8,132            7,379
                                                                                   -----------      -----------
       Total current assets ..................................................         351,292          366,682
Property and equipment, net ..................................................         543,317          532,141
Excess reorganization value, net .............................................         633,136          699,514
Other noncurrent assets ......................................................         127,442          127,104
                                                                                   -----------      -----------
                                                                                   $ 1,655,187      $ 1,725,441
                                                                                   ===========      ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Accounts payable ..........................................................     $    89,346      $    79,499
   Accrued payroll and payroll taxes .........................................          47,143           48,203
   Current maturities of long-term debt ......................................          12,700           11,174
   Current portion of lease obligations ......................................          17,560           18,337
   Accrued interest payable ..................................................           7,887           10,464
   Accrued expenses and other current liabilities ............................          95,863          101,124
                                                                                   -----------      -----------
       Total current liabilities .............................................         270,499          268,801
                                                                                   -----------      -----------
Long-term debt ...............................................................         437,651          441,162
                                                                                   -----------      -----------
Long-term lease obligations ..................................................         172,008          177,192
                                                                                   -----------      -----------
Deferred income taxes ........................................................          78,026           74,948
                                                                                   -----------      -----------
Other noncurrent liabilities .................................................         169,126          174,365
                                                                                   -----------      -----------
Commitments and contingencies
Stockholders' equity
   Preferred stock ...........................................................              --               --
     Authorized: 5,000,000 shares; issued and outstanding: none issued
   Common stock $0.01 par value ..............................................             301              301
     Authorized: 100,000,000 shares; issued and outstanding: 30,098,510 shares
   Common stock warrants .....................................................          59,982           59,982
   Paid-in capital ...........................................................         606,987          606,987
   Accumulated deficit .......................................................        (138,888)         (77,491)
   Unamortized value of restricted common stock grants .......................            (505)            (806)
                                                                                   -----------      -----------
       Total stockholders' equity ............................................         527,877          588,973
                                                                                   -----------      -----------
                                                                                   $ 1,655,187      $ 1,725,441
                                                                                   ===========      ===========
</TABLE>

           See notes to consolidated financial statements (unaudited).


                                       3
<PAGE>

                              PATHMARK STORES, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                        SUCCESSOR    PREDECESSOR
                                                                         COMPANY       COMPANY
                                                                         --------      --------
                                                                         13 WEEKS     13 WEEKS
                                                                          ENDED         ENDED
                                                                          MAY 5,       APRIL 29,
                                                                           2001          2000
                                                                         --------      --------
<S>                                                                      <C>           <C>
Operating Activities
    Net loss .......................................................     $(61,397)     $(21,292)
    Adjustments to reconcile the net loss to the net cash
      provided by (used for) operating activities:
       Depreciation and amortization ...............................       18,822        21,072
       Amortization of excess reorganization value .................       66,378            --
       Amortization of deferred financing costs ....................          562         1,108
       Deferred income tax provision ...............................        3,136            --
       Gain on sale or disposal of property and equipment ..........           --        (1,801)
       Cash provided by (used for) operating assets and liabilities:
         Accounts receivable .......................................         (459)        1,896
         Merchandise inventories ...................................      (16,485)      (10,132)
         Due from suppliers ........................................        4,964         6,117
         Other current assets ......................................       (1,545)       (1,564)
         Noncurrent assets .........................................       (2,318)       (3,449)
         Accounts payable ..........................................        9,847       (12,005)
         Accrued interest payable ..................................       (2,604)       26,995
         Accrued expenses and other current liabilities ............       (6,534)         (388)
         Other noncurrent liabilities ..............................       (4,904)       (8,225)
                                                                         --------      --------
            Cash provided by (used for) operating activities .......        7,463        (1,668)
                                                                         --------      --------
Investing Activities
    Property and equipment expenditures ............................      (30,603)       (9,282)
    Proceeds from disposition of property and equipment ............           --         9,799
                                                                         --------      --------
            Cash provided by (used for) investing activities .......      (30,603)          517
                                                                         --------      --------
Financing Activities
    Repayments of the term loan ....................................       (1,813)       (5,229)
    Borrowings under the working capital facility ..................           --         6,700
    Increase in other debt .........................................          157            --
    Repayment of other debt ........................................         (329)         (982)
    Decrease in lease obligations ..................................       (3,723)       (4,803)
    Increase in book overdrafts ....................................           --         3,330
    Deferred financing costs .......................................           --          (960)
                                                                         --------      --------
            Cash used for financing activities .....................       (5,708)       (1,944)
                                                                         --------      --------
Decrease in cash and cash equivalents ..............................      (28,848)       (3,095)
Cash and cash equivalents at beginning of period ...................       84,601        16,196
                                                                         --------      --------
Cash and cash equivalents at end of period .........................     $ 55,753      $ 13,101
                                                                         ========      ========
Supplemental Disclosures of Cash Flow Information
    Interest paid ..................................................     $ 20,399      $ 13,889
                                                                         ========      ========
    Income taxes paid ..............................................     $     68      $     26
                                                                         ========      ========
Noncash Investing and Financing Activities
    Capital lease obligations ......................................     $     --      $ 12,503
                                                                         ========      ========
</TABLE>

           See notes to consolidated financial statements (unaudited).


                                       4
<PAGE>

                              PATHMARK STORES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   PLAN OF REORGANIZATION

   Pathmark Stores, Inc. (the "Company") completed its plan of reorganization
(the "Plan of Reorganization") and formally exited Chapter 11 on September 19,
2000 (the "Effective Date"). As a result, the Company adopted fresh-start
reporting in accordance with American Institute of Certified Public Accountants
Statement of Position 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code" ("Fresh-Start Reporting"). In connection with the
adoption of Fresh-Start Reporting, a new entity was deemed created for financial
reporting purposes. The periods presented prior to the Effective Date have been
designed "Predecessor Company" and the periods subsequent to the Effective Date
have been designated "Successor Company' with the Saturday nearest the Effective
Date utilized for the accounting closing date related to the Predecessor Company
financial statements. As a result of the implementation of Fresh-Start Reporting
and the substantial debt reduction from the completion of the Plan of
Reorganization, the results of operations of the Predecessor Company and
Successor Company are not comparable.

NOTE 2. BUSINESS AND BASIS OF PRESENTATION

   BUSINESS:
    The Company operated 143 supermarkets as of May 5, 2001, primarily in the
New York, New Jersey and Philadelphia metropolitan 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 financial statements and notes thereto included
in the Company's Annual Report on Form 10-K dated February 3, 2001, as filed
with the SEC on May 3, 2001.

   PRINCIPLES OF CONSOLIDATION:
    The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly owned. All intercompany
transactions have been eliminated in consolidation.

   NET LOSS PER SHARE:
    Weighted average outstanding shares, for net loss per share - basic and
diluted, were 30.0 million shares for the 13 weeks ended May 5, 2001. Excluded
from the calculation of net loss per share - basic were 98,510 shares of
restricted common stock as such shares do not vest until the first anniversary
of the Effective Date. All stock options, warrants and restricted common stock
were excluded from the computation of the Company's net loss per share - diluted
because their effect would have been anti-dilutive. Net loss per share data is
not presented for the Predecessor Company due to the significant change in the
Company's capital structure.

   COMPREHENSIVE LOSS:
    The Company has no items of comprehensive loss other than its net loss and,
accordingly, the comprehensive loss is the same as the reported net loss for the
periods presented.

NOTE 3. CASH AND CASH EQUIVALENTS

   Cash and cash equivalents are comprised of the following (in thousands):

<TABLE>
<CAPTION>
                                                                MAY 5,    FEBRUARY 3,
                                                                 2001        2001
                                                               --------    --------
<S>                                                            <C>         <C>
Cash........................................................   $ 17,923    $ 17,559
Cash equivalents............................................     37,830      67,042
                                                               --------    --------
Cash and cash equivalents...................................   $ 55,753    $ 84,601
                                                               ========    ========
</TABLE>

                                       5
<PAGE>

                              PATHMARK STORES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4. LONG-TERM DEBT

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

<TABLE>
<CAPTION>
                                                               MAY 5,   FEBRUARY 3,
                                                                2001        2001
                                                             ---------   ---------
<S>                                                          <C>         <C>
Term loan..................................................  $ 419,562   $ 421,375
Industrial revenue bonds...................................      8,104       8,128
Other debt (primarily mortgages)...........................     22,685      22,833
                                                             ---------   ---------
Total debt.................................................    450,351     452,336
Less: current maturities...................................    (12,700)    (11,174)
                                                             ---------   ---------
Long-term portion..........................................  $ 437,651   $ 441,162
                                                             =========   =========
</TABLE>

   In September 2000, the Company entered into a credit agreement with a group
of lenders led by The Chase Manhattan Bank. The credit agreement includes a
$425.0 million term loan and a $175.0 million working capital facility. The
credit agreement bears interest at floating rates, ranging from LIBOR plus 3% to
LIBOR plus 4%. The weighted average interest rate for the term loan was 9.5%
during the 13 weeks ended May 5, 2001. The Company is required to repay a
portion of its borrowing under the term loan each year, so as to retire such
indebtedness in its entirety by July 15, 2007. Under the working capital
facility, which expires on July 15, 2005, the Company can borrow an amount up to
$175.0 million, including a maximum of $125.0 million in letters of credit. As
of May 5, 2001, no borrowings were made under the working capital facility and
$44.0 million in letters of credit were outstanding.

   Borrowings under the credit agreement are secured by substantially all of the
Company's assets, other than certain specific assets secured by mortgages. The
credit agreement restricts, among other things, the payment of cash dividends
and the redemption of common stock. Other provisions of the credit agreement
limit the amount of obligations under leases and capital expenditures in excess
of specified amounts. The Company is also required to meet certain financial
covenants including minimum interest and rental coverage and minimum cash flow.
The Company was in compliance with such covenants as of May 5, 2001 and, based
on management's operating projections for the remainder of fiscal 2001, the
Company believes that it will continue to be in compliance with such covenants.

NOTE 5. INTEREST EXPENSE, NET

   Interest expense, net is comprised of the following (in thousands):

<TABLE>
<CAPTION>
                                                             SUCCESSOR  PREDECESSOR
                                                              COMPANY     COMPANY
                                                             ---------   ---------
                                                             13 WEEKS    13 WEEKS
                                                               ENDED       ENDED
                                                              MAY 5,     APRIL 29,
                                                               2001        2000
                                                             ---------   ---------
<S>                                                          <C>         <C>
Term loan..................................................  $   9,947   $   5,180
Working capital facility...................................         --       2,268
Subordinated debt..........................................         --      25,572
Amortization of deferred financing costs...................        562       1,108
Lease obligations..........................................      5,220       5,367
Interest income............................................       (838)       (121)
Other......................................................      2,689       2,760
                                                             ---------   ---------
Interest expense, net......................................  $  17,580   $  42,134
                                                             =========   =========
</TABLE>

                                       6
<PAGE>

                              PATHMARK STORES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


NOTE 6. GRAND UNION STORES

   On March 3, 2001, the Company purchased six Grand Union supermarkets in New
York and New Jersey for $15.2 million, excluding merchandise inventory. Five of
the Grand Union stores opened as Pathmark supermarkets in March 2001 and the
sixth store will open in the latter half of fiscal 2001.

NOTE 7. OUTSOURCING AGREEMENT

   In April 2001, the Company entered into a new five-year outsourcing agreement
with International Business Machines Corporation to continue to provide a wide
range of information systems services.



                                       7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

   SALES:
    Sales in the first quarter of fiscal 2001 were $977.2 million compared to
$919.2 million in fiscal 2000, an increase of 6.3%. The sales increase was
primarily due to higher same store sales of 3.1% and new stores. Sales benefited
from the Company's various post restructuring initiatives, such as double
coupons and increased promotional spending, and from customer anticipation of a
major snow storm, which did not materialize. The Company operated 143 and 135
supermarkets at the end of the first quarters of fiscal 2001 and fiscal 2000,
respectively. Included in the 143 supermarkets are five Grand Union stores
converted to Pathmark supermarkets and opened in March 2001.

   GROSS PROFIT:
    Gross profit in the first quarter of fiscal 2001 was $272.7 million or 27.9%
of sales compared with $257.7 million or 28.0% of sales in fiscal 2000. The
increase in gross profit of $15.0 million for the first quarter of fiscal 2001
compared to fiscal 2000 was primarily due to higher sales, partially offset by
higher promotional expenses. The cost of goods sold comparisons were affected by
pretax LIFO charges of $0.5 million and $0.4 million in the first quarters of
fiscal 2001 and fiscal 2000, respectively.

   SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A"):
    SG&A in the first quarter of fiscal 2001 increased $15.4 million or 7.2%
compared to fiscal 2000. The increase was primarily due to higher expenses
related to store labor and related benefits, pre-opening expenses of $2.0
million related to the five converted Grand Union stores, as well as a gain of
$1.8 million in fiscal 2000 from the sale of real estate, partially offset by
income of $1.3 million in fiscal 2001 resulting from the settlement of a class
action related to price fixing for prescription drugs. As a percentage of sales,
SG&A was 23.3% in the first quarter of fiscal 2001 compared to 23.1% in the
first quarter of fiscal 2000. Excluding the aforementioned pre-opening expenses,
the real estate gain and the class action settlement, SG&A as a percentage of
sales was 23.2% in the first quarter of fiscal 2001 compared to 23.3% in the
first quarter of fiscal 2000.

   DEPRECIATION AND AMORTIZATION:
    Depreciation and amortization of $18.6 million in the first quarter of
fiscal 2001 was $0.3 million lower than the $18.9 million in fiscal 2000,
primarily due to the impact of lower capital expenditures in fiscal 2000.
Depreciation and amortization excludes video tape amortization, which is
recorded in cost of goods sold, of $2.0 million in the first quarter of fiscal
2000. There is no video tape amortization in fiscal 2001 since the Company is no
longer in the video tape rental business.

   REORGANIZATION EXPENSES:
    Reorganization expenses of $5.1 million in fiscal 2000 are comprised of
accruals for employee retention bonuses and professional fees related to legal,
accounting and consulting services directly attributable to the Plan of
Reorganization.

   AMORTIZATION OF EXCESS REORGANIZATION VALUE:
    Excess reorganization value of $798.0 million is being amortized over three
years. Amortization expense for the 13 weeks ended May 5, 2001 was $66.4
million.

   OPERATING EARNINGS (LOSS):
    The operating loss in the first quarter of fiscal 2001 was $40.5 million
compared to operating earnings of $20.9 million in fiscal 2000. The decrease in
operating earnings was due to the amortization of the excess reorganization
value in fiscal 2001, partially offset by the reorganization expenses in fiscal
2000.


                                       8
<PAGE>

   INTEREST EXPENSE, NET:
    Interest expense was $17.6 million in the first quarter of fiscal 2001
compared to $42.1 million in fiscal 2000. The decrease in interest expense in
the first quarter of fiscal 2001 compared to fiscal 2000 was primarily due to
the cancellation of subordinated debt under the Plan of Reorganization.

   INCOME TAX PROVISION:
    The income tax provision of $3.4 million in the first quarter of fiscal 2001
was based on an effective income tax rate of 40.3% expected to be applicable for
the full fiscal year, excluding the nondeductible amortization of excess
reorganization value. No income tax benefit was recognized in the first quarter
of fiscal 2000 since the Company recorded a valuation allowance related to such
income tax benefit. During the first quarter of fiscal 2001, the Company made
income tax payments of $68,000 and received income tax refunds of $2,000.

   SUMMARY OF OPERATIONS:
    The Company's net loss in the first quarter of fiscal 2001 was $61.4 million
compared to $21.3 million in fiscal 2000. The increase in the net loss was
primarily due to the amortization of excess reorganization value of $66.4
million. Excluding the amortization of excess reorganization value, the
Company's net earnings was $5.0 million in the first quarter of fiscal 2001.

   COMPREHENSIVE LOSS:
    The Company has no items of comprehensive loss other than net loss and,
accordingly, the comprehensive loss is the same as the reported net loss for the
periods presented.

   EBITDA-FIFO:
    EBITDA-FIFO was $45.2 million and $45.7 million in the first quarters of
fiscal 2001 and fiscal 2000, respectively. EBITDA-FIFO represents net earnings
before interest, income taxes, depreciation, amortization, the gain on the sale
of real estate and the LIFO charge. While EBITDA-FIFO is a widely accepted
financial indicator of a company's ability to service and/or incur debt, it
should not be construed as an alternative to, or a better indicator of,
operating earnings or of cash flows from operating activities, as determined in
accordance with generally accepted accounting principles. EBITDA-FIFO may not be
comparable to similarly titled measures reported by other companies.

FINANCIAL CONDITION

   DEBT SERVICE AND LIQUIDITY:
    As a result of the substantial debt reduction resulting from the Plan of
Reorganization, the Company's debt service and liquidity have improved
significantly compared to the Predecessor Company's financial condition.

    On the Effective Date, the Company entered into a credit agreement with a
group of lenders led by The Chase Manhattan Bank. The credit agreement includes
a $425.0 million term loan and a $175.0 million working capital facility. The
credit agreement bears interest at floating rates, ranging from LIBOR plus 3% to
LIBOR plus 4%. The weighted average interest rate for the term loan was 9.5%
during the 13 weeks ended May 5, 2001. The Company is required to repay a
portion of its borrowing under the term loan each year, so as to retire such
indebtedness in its entirety by July 15, 2007. Under the working capital
facility, which expires on July 15, 2005, the Company can borrow an amount up to
$175.0 million, including a maximum of $125.0 million in letters of credit. As
of May 5, 2001 and June 1, 2001, no borrowings were made under the working
capital facility. Outstanding letters of credit were $44.0 million and $41.0
million as of May 5, 2001 and June 1, 2001, respectively.

    Borrowings under the credit agreement are secured by substantially all of
the Company's assets, other than certain specific assets secured by mortgages.
The credit agreement restricts, among other things, the payment of cash
dividends and the redemption of common stock. Other provisions of the credit
agreement limit the amount of obligations under leases and capital expenditures
in excess of specified amounts. The Company is also required to meet certain
financial covenants including minimum interest and rental coverage and


                                       9
<PAGE>

minimum cash flow. The Company was in compliance with all covenants as of May
5, 2001 and, based on management's operating projections for the remainder of
fiscal 2001, the Company believes that it will continue to be in compliance
with such covenants. The Company's liquidity also included marketable
securities of $37.8 million and $41.8 million as of May 5, 2001 and June 1,
2001, respectively.

   CAPITAL EXPENDITURES:
    Capital expenditures in the first quarter of fiscal 2001, including property
acquired under capital leases, were $30.6 million compared to $21.8 million in
fiscal 2000. During the first quarter of fiscal 2001, the Company purchased six
Grand Union stores. It opened five of them as Pathmark supermarkets and
renovated four stores. During the remainder of fiscal 2001, the Company expects
to open four additional stores (including one Grand Union store and one
replacement store) and complete 31 additional store renovations. Capital
expenditures for fiscal 2001, including property to be acquired under capital
leases, are estimated to be $150.0 million. Management believes that cash flows
generated from operations, supplemented by the unused borrowing capacity under
the working capital facility, its cash equivalents and the availability of
capital lease financing, will be sufficient to provide for the Company's capital
expenditure program.

   CASH FLOWS:
    Cash provided by operating activities was $7.5 million in the first
quarter of fiscal 2001 compared to cash used for operating activities of $1.7
million in fiscal 2000. The increase in cash provided by operating activities
was primarily due to the decrease in interest expense, partially offset by
the increase in cash used for operating assets and liabilities of $19.3
million. Cash used for investing activities was $30.6 million in the first
quarter of fiscal 2001 compared to cash provided by investing activities of
$0.5 million in fiscal 2000. The increase in cash used for investing
activities was primarily due to an increase in expenditures for property and
equipment. Cash used for financing activities was $5.7 million in the first
quarter of fiscal 2001 compared to $1.9 million in fiscal 2000. Cash used for
financing activities was higher in fiscal 2001 compared to fiscal 2000 which
included an increase in book overdrafts.

NEW ACCOUNTING PRONOUNCEMENT

    The Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES" ("SFAS No. 133"), is effective for all fiscal years
beginning after June 15, 2000. SFAS No. 133, as amended, establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. Under SFAS No. 133, certain contracts that were not formerly
considered derivatives may now meet the definition of a derivative. The
Company adopted SFAS No. 133 effective February 4, 2001. The adoption of SFAS
No. 133 did not have any effect on the financial position, results of
operations, or cash flows of the Company.

FORWARD-LOOKING INFORMATION

   This report and documents incorporated herein by reference contain certain
"forward-looking statements" (within the meaning of the Private Securities
Litigation Reform Act of 1995) about the future performance of the Company which
are based on management's assumptions and beliefs in light of the information
currently available to it. The Company assumes no obligation to update the
information contained herein. These forward-looking statements are subject to
uncertainties and other factors that could cause actual results to differ
materially from such statements including, but not limited to, competitive
practices, including store openings and renovations, and pricing and promotional
activity in the food industry generally and particularly in the Company's
principal markets; the Company's relationships with its associates and the terms
of future collective bargaining agreements; the costs of other legal and
administrative cases and proceedings; the nature and extent of continued
consolidation in the food industry; availability and terms of financing; supply
or quality control problems with the Company's vendors and changes in economic
conditions which affect the spending patterns of the Company's customers. Such
forward-looking statements can be identified by the use of words like
"believes", "expects", "plans", "may", "will", "should", "anticipates", or
similar expressions, as well as discussions of strategy. A more detailed
description of some of the risk factors is set forth in the Company's Annual
Report on Form 10-K dated February 3, 2001, as filed with the SEC on May 3,
2001.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of the Company due to adverse
changes in financial rates. The Company is exposed to market risk in the area of
interest rates. This exposure is directly related to its term loan and borrowing
activities under the working capital facility. The Company does not currently
maintain any interest rate hedging arrangements due to the reasonable risk that
near-term interest rates will not rise significantly. The Company is
continuously evaluating this risk and will implement interest rate hedging
arrangements when deemed appropriate.


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<PAGE>

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORT ON FORM 8-K

   (a)  EXHIBITS:

        Exhibit 10.1  -  Restated and Amended Employment Agreement dated March
                         29, 2001 between the Registrant and James L. Donald

        Exhibit 10.2  -  2000 Non-Employee Directors Equity Plan (as amended as
                         of March 29, 2001)

   (b)  REPORT ON FORM 8-K: A current report on Form 8-K, related to the
        Company's press release dated April 4, 2001, was filed during the fiscal
        quarter ended May 5, 2001.



                                   SIGNATURES

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

                                   PATHMARK STORES, INC.

                                   BY           /S/ FRANK G. VITRANO
                                         ---------------------------------------
                                                 (FRANK G. VITRANO)
                                            EXECUTIVE VICE PRESIDENT AND
                                              CHIEF FINANCIAL OFFICER



                                   BY         /S/ JOSEPH W. ADELHARDT
                                         ---------------------------------------
                                               (JOSEPH W. ADELHARDT)
                                             SENIOR VICE PRESIDENT AND
                                                    CONTROLLER,
                                              CHIEF ACCOUNTING OFFICER




DATE:       June 19, 2001


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