## UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

## FORM 10-QQuarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the Fiscal Quarter Ended
November 1, 2003

Commission File Number
1-5287


Pathmark Stores, Inc.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

22-2879612(I.R.S. Employer
Identification No.)200 Milik Street
Carteret, New Jersey(Address of principal executive office)

07008(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 ý                        No o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý                        No o

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.

Yes ý                        No o

As of December 1, 2003, 30,071,192 shares of the Common Stock were outstanding.





### Part I. Financial Information

### Item 1. Consolidated Financial Statements

### Pathmark Stores, Inc.
Consolidated Statements of Operations (Unaudited)(in millions, except per share data)

|                                                                                  | 13 Weeks Ended |  | 39 Weeks Ended
|--------------------------------------------------------------------------------- | -------------- |  | --------------
|
|Sales                                                                             |                |  | $             
|Cost of goods sold                                                                |                |  |               
|                                                                                  |                |  |               
|Gross profit                                                                      |                |  |               
|Selling, general and administrative expenses                                      |                |  |               
|Depreciation and amortization                                                     |                |  |               
|                                                                                  |                |  |               
|Operating earnings                                                                |                |  |               
|Interest expense                                                                  |                |  |               
|                                                                                  |                |  |               
|Earnings (loss) before income taxes and cumulative effect of an accounting change |                |  |               
|Income tax benefit (provision)                                                    |                |  |               
|                                                                                  |                |  |               
|Earnings (loss) before cumulative effect of an  accounting change                 |                |  |               
|Cumulative effect of an accounting change, net of tax                             |                |  |               
|                                                                                  |                |  |               
|Net earnings (loss)                                                               |                |  | $             
|                                                                                  |                |  |               
|Weighted average number of shares outstanding - basic                             |                |  |               
|                                                                                  |                |  |               
|Weighted average number of shares outstanding - diluted                           |                |  |               
|                                                                                  |                |  |               
|Net earnings (loss) per share - basic and diluted                                 |                | 
|Earnings (loss) before cumulative effect of an accounting change                  |                |  | $             
|Cumulative effect of an accounting change, net of tax                             |                |  |               
|                                                                                  |                |  |               
|Net earnings (loss)                                                               |                |  | $             
|                                                                                  |                |  |               

See notes to consolidated financial statements (unaudited).

2

### Pathmark Stores, Inc.
Consolidated Balance Sheets (Unaudited)(in millions, except share and per share amounts)

|                                                                                                               | November 1, 2003 |  | February 1, 2003
|-------------------------------------------------------------------------------------------------------------- | ---------------- |  | ----------------
|ASSETS                                                                                                         |                  |  |                 
|Current assets                                                                                                 |                  | 
|Cash                                                                                                           |                  |  | $               
|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 lease obligations                                                                           |                  |  |                 
|Other accrued expenses and other current liabilities                                                           |                  |  |                 
|                                                                                                               |                  |  |                 
|Total current liabilities                                                                                      |                  |  |                 
|Long-term debt                                                                                                 |                  |  |                 
|Long-term lease obligations                                                                                    |                  |  |                 
|Deferred income taxes                                                                                          |                  |  |                 
|Other noncurrent 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: 30,099,510 shares at          November 1, 2003 and at February 1, 2003 |                  | 
|Common stock warrants                                                                                          |                  |  |                 
|Paid-in capital                                                                                                |                  |  |                 
|Accumulated deficit                                                                                            |                  |  |                 
|Accumulated other comprehensive loss                                                                           |                  |  |                 
|Treasury stock, at cost: 28,318 shares at November 1, 2003       and at February 1, 2003                       |                  |  |                 
|                                                                                                               |                  |  |                 
|Total stockholders' equity                                                                                     |                  |  |                 
|                                                                                                               |                  |  |                 
|Total liabilities and stockholders' equity                                                                     |                  |  | $               
|                                                                                                               |                  |  |                 

See notes to consolidated financial statements (unaudited).

3

### Pathmark Stores, Inc.
Consolidated Statements of Cash Flows (Unaudited)(in millions)

|                                                                                    | 39 Weeks Ended
|----------------------------------------------------------------------------------- | --------------
|
|Operating Activities                                                                |               
|Net earnings                                                                        |               
|Adjustments to reconcile net earnings to net cash provided by operating activities: |               
|Depreciation and amortization                                                       |               
|Amortization and write off of deferred financing costs                              |               
|Gain on sale of real estate                                                         |               
|Deferred income tax provision                                                       |               
|Cumulative effect of an accounting change                                           |               
|Cash provided by (used for) operating assets and liabilities:                       |               
|Accounts receivable                                                                 |               
|Merchandise inventories                                                             |               
|Due from suppliers                                                                  |               
|Other current assets                                                                |               
|Other noncurrent assets                                                             |               
|Accounts payable                                                                    |               
|Accrued interest                                                                    |               
|Other accrued expenses and other current liabilities                                |               
|Other noncurrent liabilities                                                        |               
|                                                                                    |               
|Cash provided by operating activities                                               |               
|                                                                                    |               
|Investing Activities                                                                |               
|Property and equipment expenditures                                                 |               
|Proceeds from sale of real estate                                                   |               
|Lease financings                                                                    |               
|                                                                                    |               
|Cash used for investing activities                                                  |               
|                                                                                    |               
|Financing Activities                                                                |               
|Repayment of the term loan                                                          |               
|Borrowings under the senior subordinated notes                                      |               
|Borrowing under the working capital facility                                        |               
|Decrease in capital lease obligations                                               |               
|Borrowing under lease financings                                                    |               
|Borrowing of other debt                                                             |               
|Repayment of industrial revenue bonds                                               |               
|Proceeds from exercise of stock options                                             |               
|                                                                                    |               
|Cash provided by (used for) financing activities                                    |               
|                                                                                    |               
|Increase (decrease) in cash                                                         |               
|Cash at beginning of period                                                         |               
|                                                                                    |               
|Cash at end of period                                                               |               
|                                                                                    |               
|Supplemental Disclosures of Cash Flow Information                                   |               
|Interest paid                                                                       |               
|                                                                                    |               
|Income taxes paid                                                                   |               
|                                                                                    |               
|Noncash Investing and Financing Activities                                          |               
|Capital lease obligations                                                           |               
|                                                                                    |               

See notes to consolidated financial statements (unaudited).

4

### Pathmark Stores, Inc.
Notes to Consolidated Financial Statements (Unaudited)

##### Note 1. Basis of Presentation and Significant Accounting Policies

Business. The Company operated 143 supermarkets as
of November 1, 2003, 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 audited financial statements and notes thereto included in
the Companys Annual Report on Form 10-K for the year ended February 1, 2003.

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.

Stock-Based Compensation. The Company adopted the
Financial Accounting Standards Board (the FASB) Statement of Financial
Accounting Standards (SFAS) No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, which amends SFAS No. 123,
Accounting for Stock-Based Compensation. SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation plans; however, it also allows an entity to continue
to measure compensation expense for those plans using the intrinsic value based method of
accounting prescribed by Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees. Under the fair value method,
compensation cost is measured at the grant date based on the value of the award and is
recognized over the service period, which is usually the vesting period. Under the
intrinsic value based method, compensation expense is the excess, if any, of the quoted
market price of the stock at the grant date, or other measurement date, over the amount an
employee must pay to acquire the stock. The Company has elected to account for its
stock-based employee compensation plans under APB Opinion No. 25 with pro forma
disclosures of net earnings (loss) and net earnings (loss) per share, as if the fair value
based method of accounting defined in SFAS No. 123 had been applied.

The pro forma disclosure of net earnings (loss) and net
earnings (loss) per share as if the fair value based method of accounting, as defined in
SFAS No. 123, had been applied is as follows (in millions, except per share amounts):

|                                                                          | 13 Weeks Ended |  | 39 Weeks Ended
|------------------------------------------------------------------------- | -------------- |  | --------------
|
|Net earnings (loss), as reported                                          |                |  | $             
|Less: stock-based compensation earnings (loss), net of related tax effect |                |  |               
|                                                                          |                |  |               
|Net earnings (loss), pro forma                                            |                |  | $             
|                                                                          |                |  |               
|Weighted average number of shares outstanding  basic                     |                |  |               
|                                                                          |                |  |               
|Weighted average number of shares outstanding  diluted                   |                |  |               
|                                                                          |                |  |               
|Net earnings (loss) per share  basic and diluted, as reported            |                |  | $             
|Less: stock-based compensation earnings (loss), net of related tax effect |                |  |               
|                                                                          |                |  |               
|Net earnings (loss) per share  basic and diluted, pro forma              |                |  | $             
|                                                                          |                |  |               

5

##### Note 2. Selling, General and Administrative Expenses (SG&A)

SG&A in the 39 weeks ended November 1, 2003 includes
an $8.1 million charge related to the Companys store labor buyout initiative and
corporate headcount reduction program initiated and completed during the first and second
quarters of fiscal 2003 in order to reduce the Companys labor costs. The
aforementioned $8.1 million charge included a $2.0 million charge funded by the
Companys qualified pension plan. Of the $8.1 million charge, $7.3 million is
attributable to the cost of a voluntary early retirement program and $0.8 million is
attributable to severance and termination benefits. As of November 1, 2003, $0.9 million
of benefits related to the store labor buyout initiative and corporate headcount reduction
program remain to be paid out over time. SG&A in the 39 weeks ended November 1, 2003
was net of a $13.7 million gain from the disposition of real estate related to the
assignment of two real estate leases.

##### Note 3. Long-Term Debt

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

|                                                          | November 1, 2003 |  | February 1, 2003
|--------------------------------------------------------- | ---------------- |  | ----------------
|Term loan                                                 |                  |  | $               
|Working capital facility                                  |                  |  |                 
|Senior subordinated notes                                 |                  |  |                 
|Mortgages                                                 |                  |  |                 
|Other debt                                                |                  |  |                 
|                                                          |                  |  |                 
|Total debt                                                |                  |  |                 
|Less: current maturities and the working capital facility |                  |  |                 
|                                                          |                  |  |                 
|Long-term debt                                            |                  |  | $               
|                                                          |                  |  |                 

On September 19, 2003, the Company issued an additional
$100 million aggregate principal amount of unregistered 83⁄4% Senior Subordinated
Notes, due 2012 (the Additional Notes) at a price equal to 102.5% of the
principal amount. The proceeds from the issuance of the Additional Notes were used to
repay $102 million of our term loan. As part of this refinancing, the Company terminated
and settled $100 million of its $150 million interest rate zero-cost collar on its term
loan (see Note 5). During the third quarter, the Company commenced an exchange offer (the Exchange Offer)
pursuant to which all of the Additional Notes were to be exchanged for $100 million
aggregate principal amount of the Companys registered 83⁄4% Senior Subordinated
Notes, due 2012. The Exchange Offer was scheduled to expire on December 8, 2003.
As of close of business on December 8, 2003, $98 million of Additional Notes, representing 98% of such
securities outstanding, were validly tendered. The Company has announced that it is extending the
Exchange Offer until December 12, 2003.

Proceeds from the disposition of real estate during the
second quarter of fiscal 2003 were used to repay $18 million of our term loan. The Company
was in compliance with all debt covenants as of November 1, 2003.

6

##### Note 4. Interest Expense

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

|                                         | 13 Weeks Ended |  | 39 Weeks Ended
|---------------------------------------- | -------------- |  | --------------
|
|Term loan                                |                |  | $             
|Derivative settlement charge             |                |  |               
|Working capital facility                 |                |  |               
|Senior subordinated notes                |                |  |               
|Lease obligations                        |                |  |               
|Write off of deferred financing costs    |                |  |               
|Amortization of deferred financing costs |                |  |               
|Mortgages                                |                |  |               
|Other                                    |                |  |               
|                                         |                |  |               
|Interest expense                         |                |  | $             
|                                         |                |  |               

Interest expense in the third quarter and nine-month
period of fiscal 2003 includes a derivative settlement charge of $2.8 million related to
the termination and settlement of $100 million of the Companys interest rate
zero-cost collar and the write off of deferred financing costs of $1.4 million related to
the repayment of $102 million of our term loan from the proceeds of borrowings under the
Additional Notes. Interest expense in the nine-month period of fiscal 2003 also includes
the write off of deferred financing costs of $0.5 million related to the repayment of $18
million of our term loan and an interest rate increase as a result of the January 28, 2003
amendment to the credit agreement.

##### Note 5. Derivative Instruments and Hedging Activities

As part of its overall strategy to manage the level of
exposure to interest rate risk, in July 2001, the Company entered into a three-year
interest rate zero-cost collar (the Collar) on a notional amount of $150
million of our term loan. After giving effect to the January 28, 2003 amendment to the
credit agreement, the Collar had an effective cap with a strike of 10.5% and a floor with
a strike of 8.89%. After giving effect to the September 19, 2003 repayment of $102 million
of our term loan from proceeds of the issuance of the Additional Notes and the related
termination and settlement of $100 million of the Collar, the Company had a notional
amount of $50 million remaining on the Collar. At inception, this derivative was
designated, and continues to qualify, as a perfectly-effective cash-flow hedge of the
Companys forecasted variable interest rate payments due on our term loan. The
Company does not hold or issue derivative financial instruments for speculative or trading
purposes but rather to hedge against the risk of rising interest rates. This derivative is
recorded on the balance sheet at fair value, included in other noncurrent liabilities,
with the related unrealized gain (loss), net of tax, recorded in stockholders equity
and classified as accumulated other comprehensive loss. The fair value of the derivative
is based on its market value as determined by an independent party. However, considerable
judgment is required in developing estimates of fair value. Accordingly, the estimates
presented herein are not necessarily indicative of the amounts that the Company could
settle for in a current market exchange. The use of different market assumptions or
methodologies could affect the estimated fair value. The counterparty to this derivative
transaction is a major financial institution. The Company recorded a pre-tax charge of
$2.8 million ($1.7 million after tax) related to the termination and settlement of $100
million of the Collar in its statement of operations in the third quarter of fiscal 2003.

7

##### Note 6. Comprehensive Earnings (Loss)

Comprehensive earnings (loss) is comprised of the following (in millions):

|                                                      | 13 Weeks Ended |  | 39 Weeks Ended
|----------------------------------------------------- | -------------- |  | --------------
|
|Net earnings (loss)                                   |                |  | $             
|Other comprehensive earnings (loss):                  |                | 
|Derivative settlement, net of tax                     |                |  |               
|Unrealized gain (loss) on cash flow hedge, net of tax |                |  |               
|                                                      |                |  |               
|Comprehensive earnings (loss)                         |                |  | $             
|                                                      |                |  |               

##### Note 7. Guarantees

In November 2002, the FASB issued FASB Interpretation
(FIN) No. 45, Guarantors Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN No. 45
elaborates on the existing disclosure requirements for most guarantees, including loan
guarantees such as standby letters of credit. It also clarifies that at the time a company
issues a guarantee, the company must recognize an initial liability for the fair value, or
market value, of the obligation it assumes under the guarantee and must disclose that
information in its interim and annual financial statements. The provisions related to
recognizing a liability at inception of the guarantee for the fair value of the
guarantors obligations do not apply to guarantees accounted for as derivatives. The
initial recognition and measurement provisions apply on a prospective basis to guarantees
issued or modified after December 31, 2002.

In the normal course of business, the Company has
assigned to third parties various leases related to former businesses that the Company
sold as well as former operating Pathmark supermarkets (the Assigned Leases).
When the Assigned Leases were assigned, the Company generally remained secondarily liable
with respect to these lease obligations. As such, if any of the assignees were to become
unable to continue making payments under the Assigned Leases, the Company could be
required to assume the lease obligation. As of November 1, 2003, 67 Assigned Leases remain
in place. Assuming that each respective assignee became unable to continue to make
payments under an Assigned Lease, an event the Company believes to be remote, management
estimates its maximum potential obligation with respect to the Assigned Leases to be
approximately $109 million, which could be partially or totally offset by reassigning or
subletting such leases. The Company has recognized a liability on its consolidated balance
sheet as of November 1, 2003 of approximately $3.0 million, which represents the fair
value of certain guarantees attributable to the Companys secondary liability in
connection with Assigned Leases assigned after December 31, 2002.

##### Note 8. Insurance Claim

On August 14 and 15, 2003, 76 of the Companys 143
stores were affected by a power outage throughout the Northeast. The Company has settled
its insurance claim for all product losses, incremental expenses and business interruption
incurred during the power outage, less the policys $250,000 deductible. As of
November 1, 2003, an insurance claim receivable of $4.3 million was included in other
current assets on the consolidated balance sheet. Subsequent to November 1, 2003, the
Company collected $3.2 million and expects to collect the remaining $1.1 million related
to such insurance claim receivable.

8

##### Note 9. Cumulative Effect of An Accounting Change  Fiscal 2002

The Company adopted, as of the beginning of fiscal 2002,
Emerging Issues Task Force (EITF) Issue No. 02-16, Accounting by a
Customer (Including a Reseller) for Certain Consideration Received from a Vendor. In
adopting EITF Issue No. 02-16, vendor payments related to advertising reimbursements are
recorded as a reduction of cost of goods sold when both the required advertising is
performed and the inventory is sold; prior to this change, these reimbursements were
recorded as a reduction of advertising expense when the required advertising was
performed. As a result, the Company recorded a charge, as of the first quarter of fiscal
2002, of $0.6 million, net of an income tax benefit of $0.4 million, for the cumulative
effect of an accounting change.

##### Note 10. Condensed Consolidating Financial Information

The following represents the condensed consolidating
financial statements of Pathmark and its 100% owned guarantor and nonguarantor
subsidiaries. The guarantor subsidiaries are comprised of six 100% owned entities,
including Pathmarks distribution subsidiary, and guarantee on a full and
unconditional and joint and several basis, the senior subordinated notes. The nonguarantor
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 | Guarantor Subsidiaries | Non-GuarantorSubsidiaries | Intercompany Elimination | ConsolidatedTotal
|------------------------------------------------- | -------- | ---------------------- | ------------------------- | ------------------------ | -----------------
|
|Condensed Consolidating Statements of Operations: |          |                        |                           |                          |                  
|For the 13 Weeks Ended November 1, 2003           |          |                       
|Sales                                             |          |                        | $                         | 978.5                    |                  
|Cost of goods sold                                |          |                        |                           | (698.2                   | )                
|                                                  |          |                        |                           |                          |                  
|Gross profit (loss)                               |          |                        |                           | 280.3                    |                  
|Selling, general and administrative expenses      |          |                        |                           | (238.7                   | )                
|Depreciation and amortization                     |          |                        |                           | (18.5                    | )                
|                                                  |          |                        |                           |                          |                  
|Operating earnings (loss)                         |          |                        |                           | 23.1                     |                  
|Interest expense                                  |          |                        |                           | (20.2                    | )                
|Equity in loss of subsidiaries                    |          |                        |                           | (3.2                     | )                
|                                                  |          |                        |                           |                          |                  
|Loss before income taxes                          |          |                        |                           | (0.3                     | )                
|Income tax benefit                                |          |                        |                           | 0.1                      |                  
|                                                  |          |                        |                           |                          |                  
|Net loss                                          |          |                        | $                         | (0.2                     | )                
|                                                  |          |                        |                           |                          |                  
|                                                 
|For the 13 Weeks Ended November 2, 2002           |          |                       
|Sales                                             |          |                        | $                         | 971.5                    |                  
|Cost of goods sold                                |          |                        |                           | (696.5                   | )                
|                                                  |          |                        |                           |                          |                  
|Gross profit (loss)                               |          |                        |                           | 275.0                    |                  
|Selling, general and administrative expenses      |          |                        |                           | (237.7                   | )                
|Depreciation and amortization                     |          |                        |                           | (19.0                    | )                
|                                                  |          |                        |                           |                          |                  
|Operating earnings (loss)                         |          |                        |                           | 18.3                     |                  
|Interest expense                                  |          |                        |                           | (16.4                    | )                
|Equity in loss of subsidiaries                    |          |                        |                           | (2.2                     | )                
|                                                  |          |                        |                           |                          |                  
|Loss before income taxes                          |          |                        |                           | (0.3                     | )                
|Income tax benefit                                |          |                        |                           | 0.1                      |                  
|                                                  |          |                        |                           |                          |                  
|Net loss                                          |          |                        | $                         | (0.2                     | )                
|                                                  |          |                        |                           |                          |                  

9

|                                                  | Pathmark | Guarantor Subsidiaries | Non-GuarantorSubsidiaries | Intercompany Elimination | ConsolidatedTotal
|------------------------------------------------- | -------- | ---------------------- | ------------------------- | ------------------------ | -----------------
|
|Condensed Consolidating Statements of Operations: |          |                        |                           |                          |                  
|For the 39 Weeks Ended November 1, 2003           |          |                       
|Sales                                             |          |                        | $                         | 2,978.8                  |                  
|Cost of goods sold                                |          |                        |                           | (2,126.2                 | )                
|                                                  |          |                        |                           |                          |                  
|Gross profit (loss)                               |          |                        |                           | 852.6                    |                  
|Selling, general and administrative expenses      |          |                        |                           | (721.9                   | )                
|Depreciation and amortization                     |          |                        |                           | (56.5                    | )                
|                                                  |          |                        |                           |                          |                  
|Operating earnings (loss)                         |          |                        |                           | 74.2                     |                  
|Interest expense                                  |          |                        |                           | (53.5                    | )                
|Equity in loss of subsidiaries                    |          |                        |                           | (9.1                     | )                
|                                                  |          |                        |                           |                          |                  
|Earnings (loss) before income taxes               |          |                        |                           | 11.6                     |                  
|Income tax provision                              |          |                        |                           | (4.7                     | )                
|                                                  |          |                        |                           |                          |                  
|Net earnings (loss)                               |          |                        | $                         | 6.9                      |                  
|                                                  |          |                        |                           |                          |                  
|                                                 
|For the 39 Weeks Ended November 2, 2002           |          |                       
|Sales                                             |          |                        | $                         | 2,935.6                  |                  
|Cost of goods sold                                |          |                        |                           | (2,101.4                 | )                
|                                                  |          |                        |                           |                          |                  
|Gross profit (loss)                               |          |                        |                           | 834.2                    |                  
|Selling, general and administrative expenses      |          |                        |                           | (715.0                   | )                
|Depreciation and amortization                     |          |                        |                           | (56.8                    | )                
|                                                  |          |                        |                           |                          |                  
|Operating earnings (loss)                         |          |                        |                           | 62.4                     |                  
|Interest expense                                  |          |                        |                           | (48.1                    | )                
|Equity in loss of subsidiaries                    |          |                        |                           | (4.4                     | )                
|                                                  |          |                        |                           |                          |                  
|Earnings (loss) before income taxes and           |          |                       
|cumulative effect of an accounting change         |          |                        |                           | 9.9                      |                  
|Income tax provision                              |          |                        |                           | (3.9                     | )                
|                                                  |          |                        |                           |                          |                  
|Net earnings (loss) before cumulative effect      |          |                       
|of an accounting change                           |          |                        |                           | 6.0                      |                  
|Cumulative effect of an accounting change         |          |                        |                           | (0.6                     | )                
|                                                  |          |                        |                           |                          |                  
|Net earnings (loss)                               |          |                        | $                         | 5.4                      |                  
|                                                  |          |                        |                           |                          |                  

10

|                                           | Pathmark | Guarantor Subsidiaries | Non-GuarantorSubsidiaries | Intercompany Elimination | ConsolidatedTotal
|------------------------------------------ | -------- | ---------------------- | ------------------------- | ------------------------ | -----------------
|
|Condensed Consolidating Balance Sheets:    |          |                        |                           |                          |                  
|As of November 1, 2003                     |          |                       
|Merchandise inventories                    |          |                        | $                         | 175.4                    |                  
|Other current assets                       |          |                        |                           | 137.7                    |                  
|                                           |          |                        |                           |                          |                  
|Total current assets                       |          |                        |                           | 313.1                    |                  
|Property and equipment, net                |          |                        |                           | 490.7                    |                  
|Goodwill                                   |          |                        |                           | 434.0                    |                  
|Investment in subsidiaries                 |          |                        |                           | 44.0                     |                  
|Other noncurrent assets                    |          |                        |                           | 164.6                    |                  
|                                           |          |                        |                           |                          |                  
|Total assets                               |          |                        | $                         | 1,446.4                  |                  
|                                           |          |                        |                           |                          |                  
|Accounts payable                           |          |                        | $                         | 86.1                     |                  
|Other current liabilities                  |          |                        |                           | 183.4                    |                  
|                                           |          |                        |                           |                          |                  
|Total current liabilities                  |          |                        |                           | 269.5                    |                  
|Long-term debt                             |          |                        |                           | 400.4                    |                  
|Long-term lease obligations                |          |                        |                           | 174.5                    |                  
|Other noncurrent liabilities               |          |                        |                           | 235.1                    |                  
|Stockholders' equity                       |          |                        |                           | 366.9                    |                  
|                                           |          |                        |                           |                          |                  
|Total liabilities and stockholders' equity |          |                        | $                         | 1,446.4                  |                  
|                                           |          |                        |                           |                          |                  
|As of February 1, 2003                     |          |                       
|Merchandise inventories                    |          |                        | $                         | 160.4                    |                  
|Other current assets                       |          |                        |                           | 137.7                    |                  
|                                           |          |                        |                           |                          |                  
|Total current assets                       |          |                        |                           | 298.1                    |                  
|Property and equipment, net                |          |                        |                           | 517.2                    |                  
|Goodwill                                   |          |                        |                           | 434.0                    |                  
|Investment in subsidiaries                 |          |                        |                           | 53.1                     |                  
|Other noncurrent assets                    |          |                        |                           | 150.8                    |                  
|                                           |          |                        |                           |                          |                  
|Total assets                               |          |                        | $                         | 1,453.2                  |                  
|                                           |          |                        |                           |                          |                  
|Accounts payable                           |          |                        | $                         | 85.1                     |                  
|Other current liabilities                  |          |                        |                           | 170.5                    |                  
|                                           |          |                        |                           |                          |                  
|Total current liabilities                  |          |                        |                           | 255.6                    |                  
|Long-term debt                             |          |                        |                           | 418.0                    |                  
|Long-term lease obligations                |          |                        |                           | 177.1                    |                  
|Other noncurrent liabilities               |          |                        |                           | 245.9                    |                  
|Stockholders' equity                       |          |                        |                           | 356.6                    |                  
|                                           |          |                        |                           |                          |                  
|Total liabilities and stockholders' equity |          |                        | $                         | 1,453.2                  |                  
|                                           |          |                        |                           |                          |                  

11

|                                                 | Pathmark | Guarantor Subsidiaries | Non-GuarantorSubsidiaries | Intercompany Elimination | ConsolidatedTotal
|------------------------------------------------ | -------- | ---------------------- | ------------------------- | ------------------------ | -----------------
|
|Condensed Consolidating Cash Flow Statements:    |          |                        |                           |                          |                  
|For the 39 Weeks Ended November 1, 2003          |          |                       
|Operating Activities                             |          |                       
|Cash provided by operating activities            |          |                        | $                         | 34.5                     |                  
|                                                 |          |                        |                           |                          |                  
|Investing Activities                             |          |                       
|Property and equipment expenditures              |          |                        |                           | (42.5                    | )                
|Proceeds from sale of real estate                |          |                        |                           | 17.3                     |                  
|                                                 |          |                        |                           |                          |                  
|Cash used for investing activities               |          |                        |                           | (25.2                    | )                
|                                                 |          |                        |                           |                          |                  
|Financing Activities                             |          |                       
|Repayment of the term loan                       |          |                        |                           | (120.5                   | )                
|Borrowings under the senior subordinated notes   |          |                        |                           | 102.5                    |                  
|Repayment under the working capital facility     |          |                        |                           | 18.0                     |                  
|Decrease in capital lease obligations            |          |                        |                           | (11.7                    | )                
|Borrowing under lease financings                 |          |                        |                           | 1.8                      |                  
|Repayment of other debt                          |          |                        |                           | 1.4                      |                  
|Intercompany equity transactions                 |          |                        |                           | 0.4                      |                  
|                                                 |          |                        |                           |                          |                  
|Cash used for financing activities               |          |                        |                           | (8.1                     | )                
|                                                 |          |                        |                           |                          |                  
|Increase in cash                                 |          |                        |                           | 1.2                      |                  
|Cash at beginning of period                      |          |                        |                           | 11.0                     |                  
|                                                 |          |                        |                           |                          |                  
|Cash at end of period                            |          |                        | $                         | 12.2                     |                  
|                                                 |          |                        |                           |                          |                  
|                                                
|For the 39 Weeks Ended November 2, 2002          |          |                       
|Operating Activities                             |          |                       
|Cash provided by operating activities            |          |                        | $                         | 49.5                     |                  
|                                                 |          |                        |                           |                          |                  
|Investing Activities                             |          |                       
|Property and equipment expenditures              |          |                        |                           | (71.3                    | )                
|Lease financings                                 |          |                        |                           | (10.4                    | )                
|                                                 |          |                        |                           |                          |                  
|Cash used for investing activities               |          |                        |                           | (81.7                    | )                
|                                                 |          |                        |                           |                          |                  
|Financing Activities                             |          |                       
|Borrowing under the working capital facility     |          |                        |                           | 27.0                     |                  
|Decrease in capital lease obligations            |          |                        |                           | (10.1                    | )                
|Borrowing under lease financings                 |          |                        |                           | 10.4                     |                  
|Repayment of industrial revenue bonds            |          |                        |                           | (6.4                     | )                
|Borrowing of other debt                          |          |                        |                           | 1.7                      |                  
|Repayment of the term loan                       |          |                        |                           | (0.5                     | )                
|Proceeds from exercise of stock options          |          |                        |                           | 0.2                      |                  
|Intercompany equity transactions                 |          |                        |                           | (0.5                     | )                
|                                                 |          |                        |                           |                          |                  
|Cash provided by (used for) financing activities |          |                        |                           | 21.8                     |                  
|                                                 |          |                        |                           |                          |                  
|Decrease in cash                                 |          |                        |                           | (10.4                    | )                
|Cash at beginning of period                      |          |                        |                           | 24.3                     |                  
|                                                 |          |                        |                           |                          |                  
|Cash at end of period                            |          |                        | $                         | 13.9                     |                  
|                                                 |          |                        |                           |                          |                  

12

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

##### Results of Operations

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

|                                                                                             | 13 Weeks Ended | 39 Weeks Ended |  
|-------------------------------------------------------------------------------------------- | -------------- | -------------- | -
|                                                                                             |                |                |  
|                                                                                             |                |                |  
|Sales                                                                                        |                |                | $
|                                                                                             |                |                |  
|Gross profit                                                                                 |                |                | $
|Selling, general and administrative expenses                                                 |                |                |  
|Depreciation and amortization                                                                |                |                |  
|                                                                                             |                |                |  
|Operating earnings                                                                           |                |                |  
|Interest expense                                                                             |                |                |  
|                                                                                             |                |                |  
|Earnings (loss) before income taxes and 
          cumulative effect of an accounting change |                |                |  
|Income tax benefit (provision)                                                               |                |                |  
|                                                                                             |                |                |  
|Earnings (loss) before cumulative effect of an 
         accounting change                   |                |                |  
|Cumulative effect of an accounting change                                                    |                |                |  
|                                                                                             |                |                |  
|Net earnings (loss)                                                                          |                |                | $
|                                                                                             |                |                |  

Sales. Sales in the third quarter of fiscal 2003 were
$978.5 million, up 0.7% from $971.5 million in fiscal 2002. Sales in the nine-month
period of fiscal 2003 were $2,978.8 million, up 1.5% from $2,935.6 million in
fiscal 2002. The sales increase in the third quarter of fiscal 2003 was primarily
due to a 0.7% increase in same-store sales (which includes replacement stores and
enlargements) and new stores, partially offset by closed stores. The sales increase
in the nine-month period of fiscal 2003 was primarily due to a 1.1% increase in
same-store sales and new stores, partially offset by closed stores. We believe sales
for the third quarter and nine-month period benefited from our successful marketing and
operations initiatives, including the change in the start of our ad week at the
beginning of fiscal 2003. Sales in the nine-month period of fiscal 2003 were
favorably impacted by the increased customer shopping preceding several major
snowstorms in the first quarter of fiscal 2003. The Company operated 143
supermarkets at the end of the third quarters of fiscal 2003 and fiscal 2002,
respectively.

Gross Profit. Gross profit represents the difference
between 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 third quarter of fiscal 2003 was $277.9 million or
28.4% of sales compared to $273.4 million or 28.1% of sales in fiscal 2002. For the
nine-month period of fiscal 2003, gross profit was $845.4 million or 28.4% of
sales compared to $831.7 million or 28.3% in fiscal 2002. The increase in gross
profit dollars in the third quarter and the nine-month period of fiscal 2003 was
primarily due to higher sales and the increase in gross profit percentage in the
third quarter and the nine-month period of fiscal 2003 was primarily due to improved
sales mix and more efficient promotional spending.

13

Selling, General and Administrative Expenses
(SG&A). SG&A in the third quarter of fiscal 2003 was $236.7 million or 24.2% of
sales compared to $235.6 million or 24.2% of sales in fiscal 2002. SG&A in the third
quarter of fiscal 2003 includes higher medical, workers' compensation and pension
expenses, offset by lower payroll expenses resulting from the store labor buyout and
corporate headcount reduction programs implemented in fiscal 2003. For the
nine-month period of fiscal 2003, SG&A was $715.4 million or 24.0% of sales compared
to $708.5 million or 24.1% of sales in fiscal 2002. SG&A in the nine-month period of
fiscal 2003 includes an $8.1 million charge related to the Company's aforementioned
store labor buyout initiative and corporate headcount reduction program during the
first and second quarters of fiscal 2003, higher than usual snow removal costs in our
first quarter and higher occupancy expenses, net of a $13.7 million gain from the
disposition of real estate related to the assignment of two real estate leases. The
nine-month period of fiscal 2002 included a $2.0 million charge related to a labor
buyout program.

Depreciation and Amortization. Depreciation and
amortization in the third quarter of fiscal 2003 was $20.7 million compared to $21.1
million in fiscal 2002. For the nine-month periods of fiscal 2003 and fiscal 2002,
depreciation and amortization was $63.2 million. The decrease in depreciation and
amortization expense in the third quarter of fiscal 2003 was primarily due to a
decrease in fiscal 2003 capital expenditures.

Operating Earnings. Operating earnings in the third
quarter of fiscal 2003 were $20.5 million compared to $16.7 million in fiscal 2002.
For the nine-month period of fiscal 2003, operating earnings were $66.8 million
compared to $60.0 million in fiscal 2002. The increase in operating earnings in the
third quarter of fiscal 2003 was primarily due to higher gross profit. The increase in
operating earnings in the nine-month period of fiscal 2003 was primarily due to
higher gross profit, partially offset by higher SG&A expenses.

Interest Expense. Interest expense was $20.8 million
in the third quarter of fiscal 2003 compared to $17.0 million in fiscal 2002 and $55.2
million for the nine-month period of fiscal 2003 compared to $50.1 million in fiscal
2002. The increase in interest expense in both the third quarter and the nine-month
period of fiscal 2003 was primarily due to a derivative settlement charge of $2.8
million related to the termination and settlement of $100 million of our interest rate
zero-cost collar, the write off of deferred financing costs of $1.4 million related
to the repayment of $102 million of our term loan from proceeds of the Additional
Notes. Interest expense in the nine-month period of fiscal 2003 also included the
write off of deferred financing costs of $0.5 million as a result of the repayment
in the second quarter of fiscal 2003 of $18 million of our term loan and an increased
interest rate as a result of the January 28, 2003 amendment to the credit agreement.

Income Tax Benefit (Provision). The income tax benefit
of $0.1 million and the income tax provision of $4.7 million, respectively, in the
third quarter and the nine-month period of fiscal 2003 is based on an effective tax rate
of 40.3% for the full fiscal year. The income tax benefit of $0.1 million and the
income tax provision of $3.9 million, respectively, in the third quarter and the
nine-month period of fiscal 2002 was based on an effective income tax rate of 39.6%
for the full fiscal year. The increase in the effective income tax rate in fiscal
2003 compared to fiscal 2002 is largely due to the impact of the State of New
Jersey's 2002 income tax legislation.

Cumulative Effect of An Accounting Change. The
Company adopted, as of the beginning of fiscal 2002, EITF Issue No. 02-16,
Accounting by a Customer (Including a Reseller) for Certain Consideration
Received from a Vendor. In adopting EITF Issue No. 02-16, vendor payments
related to advertising reimbursements are recorded as a reduction of cost of goods
sold when both the required advertising is performed and the inventory is sold;
prior to this change, these reimbursements were recorded as a reduction of advertising
expense when the required advertising was performed. As a result, the Company
recorded a charge, as of the first quarter of fiscal 2002, of $0.6 million, net of an
income tax benefit of $0.4 million, for the cumulative effect of an accounting change.

14

Summary of Operations. The net loss was $0.2
million in the third quarters of fiscal 2003 and fiscal 2002. For the nine-month
period of fiscal 2003, net earnings were $6.9 million compared to $5.4 million in
fiscal 2002. The increase in net earnings in the nine-month period of fiscal 2003
was primarily due to increased operating earnings, partially offset by higher
interest expenses and higher income tax provisions.

##### Liquidity and Capital Resources

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

|                             | 39 Weeks Ended
|---------------------------- | --------------
|
|Cash provided by (used for): |               
|Operating activities         |               
|Investing activities         |               
|Financing activities         |               

The decrease in cash provided by operating activities was
primarily due to an increase in cash interest paid as a result of the timing of cash
interest payments related to the Senior Subordinated Notes (as defined below) and the
derivative settlement related to the termination and settlement of $100 million of our
interest rate zero-cost collar as well as an increase in cash used for operating assets
and liabilities. The decrease in cash used for investing activities was primarily due to
lower property and equipment expenditures, partially offset by proceeds from the
disposition of real estate and lower lease financings. The increase in cash used for
financing activities was primarily due to the repayment of $120.0 million of our term loan
and reduced borrowings under the working capital facility, partially offset by additional
borrowings under the Senior Subordinated Notes (as defined below) of $102.5 million.

Debt Service and Liquidity. We have outstanding
$300 million aggregate principal amount of 83⁄4% Senior Subordinated Notes, due 2012
(the Senior Subordinated Notes), which pay cash interest semi-annually on
February 1 and August 1. The proceeds from the issuance of $200 million of the Senior
Subordinated Notes on January 29, 2002 were used to repay a portion of our outstanding
loans under the bank credit facility and to repay in the first quarter of fiscal 2002 $6.4
million of our outstanding industrial revenue bonds. The proceeds from the issuance of the
Additional Notes were also used to repay part of our outstanding loans under the bank
credit facility. The Senior Subordinated Notes restrict our ability to declare cash
dividends on our common stock. We are in compliance with all related covenants as of
November 1, 2003.

On September 19, 2000, we entered into a credit agreement
with a group of lenders led by JPMorgan Chase Bank (the Credit Agreement). On
January 28, 2003, the Company amended its Credit Agreement (the January
Amendment). Pursuant to this amendment, among other things, the maximum permitted
leverage ratio was increased through fiscal 2004, the minimum consolidated interest and
rental expense coverage ratio was decreased through 2004, the minimum permitted
consolidated EBITDA was decreased through fiscal 2004, and a minimum fixed-charge coverage
ratio covenant was added. Additionally, the Company agreed to (i) an increase in the
commitment fee on the revolver portion of the Credit Agreement of 25.0 basis points; and
(ii) an increase in the applicable interest rates payable on outstanding balances under
the Credit Agreement of 50.0 basis points.

In addition, 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, capital expenditures, mergers and consolidations, changing lines of
business, repayments of other indebtedness,
amendments to the organizational documents and other matters customarily restricted in such agreements.
The Credit Agreement contains customary events of default, including without limitation, payment defaults, material
breaches of representations and warranties, material covenant defaults, certain events of
bankruptcy and insolvency, and a change of control. In addition, the Credit Agreement
prohibits the payment of cash dividends. We are in compliance with all covenants in the
Credit Agreement as of November 1, 2003.

15

Borrowings under the Credit Agreement bear interest at
floating rates equal to LIBOR plus an applicable margin, subject to decrease, depending on
the total debt to consolidated EBITDA ratio. Borrowings under the working capital facility
and the term loan bear interest at rates of LIBOR + 3.5% and LIBOR + 4.5%, respectively.
We are required to repay a portion of the borrowing under the term loan each year, so as
to retire such indebtedness in its entirety by July 15, 2007. The working capital facility
expires on July 15, 2005. The weighted-average interest rate in effect on all borrowings
under the term loan was 7.9% during the first nine months of fiscal 2003. As of November
1, 2003 and December 1, 2003, borrowings under the working capital facility were $28.0
million and $26.0 million, respectively. Letters of credit of $55.3 million and $58.5
million were outstanding as of November 1, 2003 and December 1, 2003, respectively.

On June 24, 2003, we used the proceeds from the
disposition of real estate to repay $18 million of our term loan. On September 19, 2003,
we used the proceeds from the issuance of the Additional Notes to repay $102 million of
our term loan. Effective as of November 1, 2003, our remaining term loan balance was $96.8
million payable as follows (in millions):

| | Fiscal Years | PrincipalPayments
| | ------------ | -----------------
|
| | 2003         |                  
| | 2004         |                  
| | 2005         |                  
| | 2006         |                  
| | 2007         |                  
| |              |                  
| | Total        |                  
| |              |                  

All of the obligations under the Credit Agreement are
guaranteed by the Companys 100% owned subsidiaries, except the Companys
nonguarantor 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 believe that cash flows generated from operations,
supplemented by the unused borrowing capacity under the working capital facility and the
availability of capital lease financing will be sufficient to provide for our debt service
requirements, working capital needs and capital expenditure program for the foreseeable
future. There can be no assurance, however, that our business will continue to generate
cash flow at or above current levels or that we will maintain our ability to borrow under
the Credit Agreement. There are no credit agency ratings-related triggers in either our
Credit Agreement or in the indenture relating to the Senior Subordinated Notes that would
adversely impact the cost of borrowings, annual amortization of principal or related debt
maturities.

Market Risk. Our financial results are subject to
risk from interest rate fluctuations on debt, which carries variable interest rates. As
part of our overall strategy to manage the level of exposure to interest rate risk, in
July 2001, we entered into a three-year interest rate zero-cost collar. After giving
effect to the January Amendment and the termination and settlement of $100 million of the
Collar on September 19, 2003, the Collar had an effective cap with a strike of 10.5% and a
floor with a strike of 8.89%, on a notional amount of $50 million of our term loan.
Variable rate debt outstanding under our term loan was $96.8 million on November 1, 2003.
As of November 1, 2003, the weighted-average interest rate in effect on all borrowings
under our term loan, including the impact of the Collar on $50 million of our term loan,
was 7.9%. A 1% change in interest rates applied to the $46.8 million balance of
floating-rate term loan debt would affect pre-tax annual results of operations by
approximately $0.5 million. Our Senior Subordinated Notes bear interest at a fixed rate of
83⁄4%, and are, therefore, not subject to risk from interest rate fluctuations.

16

The principal objective of our investment 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 additional
derivative financial products such as interest rate hedges and interest rate swaps in the
future.

Capital Expenditures. Capital expenditures in the
third quarter and nine-month period of fiscal 2003, including property acquired under
capital leases and technology investments, were $17.6 million and $48.4 million,
respectively compared to $23.9 million and $100.3 million, respectively, in the third
quarter and nine-month period of fiscal 2002. During the first nine months of fiscal 2003,
we opened one new store, closed two stores and renovated eight stores. During the
remaining three months of fiscal 2003, we plan to open one new store (a replacement) and
renovate eight stores. Capital expenditures for fiscal 2003, including property to be
acquired under capital leases and technology investments, are anticipated to be
approximately $85 million.

##### 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 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 year ended February 1, 2003 are those that depend most heavily
on these judgments and estimates. As of November 1, 2003, there have been no material
changes to any of the critical accounting policies contained therein.

##### New Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations, which addresses financial
accounting and reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. SFAS No. 143 requires that
asset retirement costs be capitalized as part of the carrying amount of the long-lived
asset and depreciated over the useful life of the related asset. The provisions of SFAS
No. 143 were effective with the beginning of fiscal 2003. The adoption of SFAS No. 143 did
not have an impact on the Companys financial position or results of operations.

In April 2003, the FASB issued SFAS No. 149,
Amendment of Statement 133 on Derivative Instruments and Hedging Activities,
to amend and clarify financial accounting and reporting for derivative instruments
embedded in other contracts and for hedging activities under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149
requires that contracts with comparable characteristics be accounted for similarly and
clarifies under what circumstances a contract with an initial net investment meets the
characteristics of a derivative as discussed in SFAS No. 133. In addition, it clarifies
when a derivative contains a financing component that warrants special reporting in the
statement of cash flows. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003 and for hedging relationships designated after June 30, 2003. The
adoption of SFAS No. 149 did not have an impact on the Companys financial position
or results of operations.

17

In May 2003, the FASB issued SFAS No. 150,
Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). The provisions of
SFAS No. 150 are effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of SFAS No. 150 did not have an impact on the
Companys financial position or results of operations.

##### 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 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 initiates, 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 may, will, believe, expect,
anticipate, intend, project, 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 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 costs and/or labor disruptions;
- reliance on third-party suppliers;
- our ability to successfully implement our renovation and  expansion strategies; and
- natural disasters.

For a discussion of these factors, see Item I 
Business  Factors Affecting Our Business and Prospects in our Annual Report on Form
10-K for the year ended February 1, 2003.

18

##### Item 4. Controls and Procedures

As of the end of the period covered by this report, under
the supervision and with the participation of the Companys management, including our
Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the
effectiveness of the design and operation of the Companys disclosure controls and
procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures are effective in timely alerting them to
material information required to be included in the Companys periodic SEC filings.

During the most recent fiscal quarter, there have not
been any changes in the Companys internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the Companys
internal control over financial reporting.

### Part II. Other Information

##### Item 6. Exhibits and Report on Form 8-K



| | 1) | Exhibits:
| | -- | ---------



| | 31.1: | Certification
of Eileen R. Scott, under Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
| | ----- | ------------------------------------------------------------------------------------------------------



| | 31.2: | Certification of Frank G. Vitrano, under Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
| | ----- | -------------------------------------------------------------------------------------------------------



| | 32.1: | Certification of Eileen R. Scott, 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.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | Report on Form 8-K:
On September 4, 2003, we furnished a Current Report on Form
8-K to the Securities and Exchange Commission under Item 12 with respect to
earnings information for our second quarter and 26 weeks ended August 2, 2003.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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### 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:                  
|
| |  | By:                  

Date: December 10, 2003

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