8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                                    FORM 8-K

                                 Current Report

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                  April 4, 2006
                Date of Report (Date of earliest event reported)



                          THE GREAT ATLANTIC & PACIFIC
                                TEA COMPANY, INC.
             (Exact name of registrant as specified in its charter)

            Maryland                     1-4141                    13-1890974
(State or other jurisdiction of   (Commission file number)    (I.R.S. Employer
 incorporation or organization)                             Identification No.)


                                Two Paragon Drive
                           Montvale, New Jersey 07645
                    (Address of principal executive offices)

                                 (201) 573-9700
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)



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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
__  Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
__  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
__  Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d- 2(b))
__  Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01.         Other Events
- ---------          ------------


Registrant's press release dated April 4, 2006, reporting the declaration of a
special dividend on the Registrant's common stock, is filed herewith as Exhibit
99.0 and is incorporated herein by reference.

Effective April 4, 2006, the Company exercised its right under its existing
Credit Agreement dated November 15, 2005 to increase by $100 million the
aggregate commitments thereunder resulting in total commitments of $250 million.



Item 9.01         Financial Statements and Exhibits.
- ---------         ----------------------------------

 (d) Exhibits

     99.0         Press release of Registrant dated April 4, 2006.





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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 hereunto duly authorized.

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. By:

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


                                    /s/Allan Richards
                                    -----------------------
Name:                                    Allan Richards
Title:                              Senior Vice President &
                                           Secretary


   Dated:   April 10, 2006








                                INDEX TO EXHIBITS

Exhibit
Number   Exhibit Description
- ------   -------------------

99.0     Press Release of The Great Atlantic & Pacific Tea Company, Inc.,
         dated April 4, 2006

EX-99

                                    News
                                                                  Exhibit 99.0


The Great Atlantic & Pacific Tea Company, Inc.
2 Paragon Drive
Montvale, NJ  07645
                                            Investor contact:  William J. Moss
                                                     Vice President, Treasurer
                                                                (201) 571-4019

                                           Press contact:  Richard P. De Santa
                                             Vice President, Corporate Affairs
                                                                (201) 571-4495

          THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. DECLARES A
                   $7.25 PER SHARE SPECIAL CASH DIVIDEND

MONTVALE, NJ - April 4, 2006 - The Great Atlantic & Pacific Tea Company, Inc.
(A&P, NYSE Symbol: GAP) today declared a special cash dividend of $7.25 per
share payable on April 25, 2006 to shareholders of record as of April 17, 2006.
The dividend payout will total approximately $300 million based on the current
shares outstanding. The transaction will be funded primarily by cash available
on the balance sheet resulting from the strategic restructuring of the Company
during 2005.

Christian Haub, Executive Chairman of The Board of Directors, said, "We're very
pleased to reward our stockholders with this special dividend. It reflects our
growing confidence at this time in A&P's future as operating results continue to
improve under our new management team and the substantial resources we have on
our balance sheet as a result of last year's very successful sale of A&P Canada.

"The strong financial position we find ourselves in makes it possible to
demonstrate our commitment to driving shareholder value and rewarding our
stockholders for their support in the past; while also providing the investment
capability to complete our turnaround, grow our business, and address strategic
opportunities that will arise." Mr. Haub said.

Founded in 1859, A&P is one of the nation's first supermarket chains. The
Company operates 405 stores in 9 states and the District of Columbia under the
following trade names: A&P, Waldbaum's, The Food Emporium, Super Foodmart, Super
Fresh, Farmer Jack, Sav-A-Center and Food Basics.

This release contains forward-looking statements about the future performance of
the Company, which are based on Management's assumptions and beliefs in light of
the information currently available to it. The Company assumes no obligation to
update the information contained herein. These forward-looking statements are
subject to uncertainties and other factors that could cause actual results to
differ materially from such statements including, but not limited to:
competitive practices and pricing in the food industry generally and
particularly in the Company's principal markets; the Company's relationships
with its employees and the terms of future collective bargaining agreements; the
costs and other effects of legal and administrative cases and proceedings; the
nature and extent of continued consolidation in the food industry; changes in
the financial markets which may affect the Company's cost of capital and the
ability of the Company to access capital; supply or quality control problems
with the Company's vendors; and changes in economic conditions which affect the
buying patterns of the Company's customers.
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