Mail Stop 3561
								January 27, 2006

Ms. Brenda M. Galgano
Chief Financial Officer
The Great Atlantic & Pacific Tea Company, Inc.
2 Paragon Drive
Montvale, NJ  07645

Re:	The Great Atlantic & Pacific Tea Company, Inc.
	Form 10-K for the fiscal year ended February 26, 2005
	File No. 1-4141

Dear Ms. Galgano:

      We have reviewed the above referenced filing and have the
following comments.  We have limited our review of your filing to
those issues we have addressed in our comments and do not intend
to
expand our review to other portions of your document.    Where
indicated, we think you should revise your documents in response
to
these comments in future filings.  If you disagree, we will
consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the fiscal year ended February 26, 2005

Management`s Discussion and Analysis

Store Operating, General and Administrative Expense

1. Please describe to us how the vacation entitlement practice
changed such that there was a reduction in the vacation accrual of
$8.6 million and tell us the nature of the change, if any, in
accounting.  Refer to APB 20.  Please advise and revise as
appropriate.
2. We note the increase in SG&A of Canada is described as due
mainly
to overhead costs previously charged to the U.S. now charged to
Canada.   Please tell us why there was a change and what
consideration was given to disclosing the corresponding
information
for earlier periods in the same manner as the current period here
and
in the notes to the financial statements.  Reference is made to
SFAS
131.
*	*	*	*

      Please send us your response to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter keying your responses to our
comments
and provide any requested supplemental information.  Please file
your
response letter on EDGAR as a correspondence file.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Donna Di Silvio at (202) 551-3202 or, in her
absence, the undersigned at (202) 551-3841 with any other
questions.

      						Sincerely yours,


      						Michael Moran
      						Branch Chief



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Ms. Brenda M. Galgano
The Great Atlantic & Pacific Tea Company, Inc.
January 27, 2006
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