8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 10, 2005

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THE GREAT ATLANTIC &PACIFIC

TEA COMPANY, INC.

(Exact name of registrant as specified in its charter)

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Maryland	1-4141	13-1890974
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer 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))

Item 8.01. Other Events.

On August 10, 2005, The Great Atlantic & Pacific Tea Company, Inc.issued a press release announcing that it commenced fixed spread cash tender offers to purchase any and all of its outstanding 7 3/4% Notes due 2007 and 9 1/8% Senior Notes due 2011 as well as consent solicitations relating thereto. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

99.1 Press Release dated August 10, 2005.

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.

Dated:	August 10, 2005
		THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. By:      /s/ Mitchell P. Goldstein                                                          Name: Mitchell P. Goldstein              Title: Executive Vice President,              Chief Financial Officer and Secretary

Index to Exhibits

Exhibit 99.1 Press Release

EX-99.1

Exhibit 99.1

News

The Great Atlantic & Pacific Tea Company, Inc.	Investor contact: William J. Moss
2 Paragon Drive	Vice President, Treasurer
Montvale, NJ 07645	(201) 571-4019
201-573-9700
	Press contact: Richard P. De Santa
	Vice President, Corporate Affairs
	(201) 571-4495

A&P TENDERS FOR ANY AND ALL OF ITS OUTSTANDING

73/4% NOTES DUE 2007 AND 91/8% SENIOR NOTES DUE 2011

Montvale, New Jersey, August 10, 2005 -- The Great Atlantic & Pacific Tea Company, Inc. (NYSE:GAP) today commenced tender offers for any and all of its outstanding 7 3/4%Notes due 2007 (the “7 3/4%Notes”) and 9 1/8% Senior Notes due 2011 (the “9 1/8% Notes”). In conjunction with the tender offers, A&P also commenced consent solicitations to eliminate certain covenants and certain events of default in the indenture as it relates to these notes. The tender offers and consent solicitations are being made pursuant to the Offer to Purchase and Consent Solicitation Statement dated August 10, 2005.

Holders who tender and deliver their tenders and consents to the proposed amendments to the indenture governing the 7 3/4% Notes and 9 1/8% Notes by 5:00 p.m. New York City time on August 23, 2005, unless extended, (the "Consent Date") will be eligible to receive the total consideration with respect to the applicable series of notes, which includes a consent payment equal to $30 per $1,000 principal amount of the tendered notes. The total consideration will be determined using standard market practice of pricing to the maturity date, in the case of the 7 3/4% Notes, and earliest redemption date, in the case of the 9 1/8% Notes, at a fixed spread of 75 basis points over the bid side yield on the 3.75% Treasury Notes due 3/31/07 in the case of the 7 3/4% Notes, and 50 basis points over the bid side yield on the 3.00% Treasury Notes due 12/31/06 in the case of the 9 1/8% Notes, determined at 2:00 p.m. New York City time on the business day immediately following the Consent Date as reported by the Bloomberg Government Pricing Monitor. Using the August 5, 2005 reference rates, the total consideration was approximately $1,044.33 for the 7 3/4% Notes and $1,098.65 for the 9 1/8% Notes for each $1,000 principal amount of notes tendered. Holders who tender after the Consent Date but prior to the Expiration Date (as defined below) will be eligible to receive the tender offer consideration, which equals the total consideration less the consent payment.

The tender offers will expire at 11:59 p.m., New York City time, on September 7, 2005, unless extended, (the “Expiration Date”) with respect to either series of notes. Payment for the tendered notes will be made promptly after the expiration of the tender offers if the notes are accepted for purchase. Consummation of the tender offers, and payment for the tendered notes, is subject to the satisfaction or waiver of certain conditions, including the consummation of the sale of A&P Canada and, as it relates to the 9 1/8% Notes, the condition that there be validly tendered and not validly withdrawn at least a majority of the outstanding aggregate principal amount of the notes.

Lehman Brothers Inc. is acting as the sole Dealer Manager and Solicitation Agent for the tender offers and the consent solicitations. The Tender Agent and Information Agent is D.F. King & Co., Inc.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offers and the consent solicitations are being made only by reference to the Offer to Purchase and Consent Solicitation Statement dated August 10, 2005.

Requests for documentation should be directed to D.F. King & Co., Inc. at (800) 949-2583 or (212) 269-5550 in the case of banks and brokerage firms. Questions regarding the tender offers and the consent solicitations should be directed to Lehman Brothers at (212) 528-7581 or toll free at (800) 438-3242.