ap13da_120307.htm

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 70322A101
1	NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): The Great Atlantic & Pacific Tea Company, Inc. 13-1890974
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) o (b) x
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): BK OO - THE PATHMARK COMMON STOCK WAS ACQUIRED THROUGH A MERGER WHEREBY EACH OUTSTANDING SHARE OF PATHMARK COMMON STOCK WAS EXCHANGED FOR $9.00 IN CASH AND 0.12963 SHARES OF A&P COMMON STOCK. BANK OF AMERICA, N.A. PROVIDED THE FUNDS THROUGH A SENIOR CREDIT FACILITY TO PURCHASE THE PATHMARK COMMON STOCK.
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Maryland
NUMBER OF	7	SOLE VOTING POWER: 1,000
SHARES BENEFICIALLY OWNED BY	8	SHARED VOTING POWER: 0
EACH REPORTING PERSON	9	SOLE DISPOSITIVE POWER: 1,000
WITH	10	SHARED DISPOSITIVE POWER: 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 100%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO HC

This Amendment No. 1 to the statement on Schedule 13D (this “Amendment No. 1”) amends and supplements the statement on Schedule 13D filed on March 14, 2007 (the “Schedule 13D”) and relates to shares of common stock, par value $0.01 per share (the “Shares”), of Pathmark Stores, Inc., a Delaware corporation (“Pathmark”). The principal executive office of Pathmark is located at 200 Milik Street, Carteret, New Jersey 07008.

On December 3, 2007, A&P completed the acquisition of Pathmark pursuant to the Merger Agreement. The acquisition was effected by the merger of Merger Sub, with and into Pathmark, with Pathmark continuing as the surviving corporation and a wholly owned subsidiary of A&P. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of Pathmark common stock was converted into the right to receive $9.00 in cash and 0.12963 shares of A&P common stock.

Pursuant to the closing of the Merger as described in Item 4, as of December 3, 2007, A&P may be deemed to beneficially own all shares of common stock, par value $0.01 per share (the “Common Stock”), of Pathmark, representing 100% of the shares of Common Stock that are outstanding. A&P beneficially owns, and has the power to vote or direct the vote of, all outstanding shares of Pathmark. common stock.