8-K

UNITED STATES

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

May 21, 2007 (May 15, 2007)

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 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)

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 May 21, 2007, The Great Atlantic & Pacific Tea Company, Inc. (the “Company”), issued a press release announcing that they have entered into a timing agreement with the Federal Trade Commission (“FTC”) in connection with A&P’s proposed acquisition of Pathmark.  A copy of the press release is attached hereto as Exhibit 99.1.

(c)   Exhibits.  The following exhibit is filed herewith:

Exhibit No.	Description
99.1	Press Release dated May 21, 2007

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:                      May 21, 2007

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

By:  /s/ Allan Richards

       Allan Richards, Senior Vice

       President, Human Resources,

       Labor Relations, Legal Services &

       Secretary

EXHIBIT INDEX

Exhibit No.    Description

99.1   Press release dated May 21, 2007

EX-99.1

                                                                     Ne ws

The Great Atlantic & Pacific Tea Company, Inc.                          EXHIBIT 99.1

2 Paragon Drive

Montvale, NJ  07645

Investor Contact:  William J. Moss

Vice President, Treasurer

(201) 571- 4019

Press Contact:  Richard P. De Santa

Senior Director, Communications

(201) 571 - 4495

For Immediate Release

A&P, Pathmark Enter Timing Agreement

Regarding Proposed Acquisition

MONTVALE, NJ – (May 21) – The Great Atlantic & Pacific Tea Company, Inc. (A&P)(NYSE:GAP) today announced that it has entered into a timing agreement with the Federal Trade Commission (FTC) in connection with A&P’s proposed acquisition of Pathmark.

As previously disclosed, both Tengelmann (A&P’s majority shareholder) and Pathmark received a Request for Additional Information and Documentary Materials, commonly known as “Second Requests,” from the FTC on April 18, 2007.  The issuance of the Second Requests effectively extended the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), during which A&P and Pathmark may not consummate the proposed acquisition.  Under the timing agreement, A&P and Pathmark have agreed, subject to certain conditions, that they will not: (1) certify that they have substantially complied with the Second Requests prior to June 30, 2007, or (2) consummate A&P’s acquisition of Pathmark for at least 60 days following the date that A&P and Pathmark substantially comply with the Second Requests.

A&P said that it is cooperating with the FTC, and is working toward responding to the Second Request.

Founded in 1859, A&P is one of the nation’s first supermarket chains.  The Company operates 406 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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