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

October 14, 2004 (October 7, 2004)
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)

Item 1.01 Entry into a Material Definite Agreement.

On October 1, 2004, The Great Atlantic & Pacific Tea Company, Inc. (the “Company”) issued a press release, which announced the settlement of a class action by 29 operating and former franchisees of its Food Basics discount grocery operations in Ontario, Canada. On October 7, 2004 the court approved the settlement.

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

Exhibit 99.1 Press Release of The Great Atlantic & Pacific Tea Company, dated October 1, 2004.

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/    WILLIAM P. COSTANTINI
Name:	William P. Costantini
Title:	Senior Vice President,
	General Counsel & Secretary

Dated: October 14, 2004

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 1, 2004

EX-99.1

News

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

A&P Announces Settlement With Canadian Franchisees

MONTVALE, NJ – (October 1, 2004)–The Great Atlantic & Pacific Tea Company, Inc. today announced the settlement of a class action by 29 operating and former franchisees of its Food Basics discount grocery operations in Ontario, Canada. The settlement is subject to court approval.

Approximately half of the $32 million (U.S. pre-tax) settlement represents the Company’s purchase of stores from franchisees participating in the action, which involved a dispute over certain terms contained in the previous franchise agreement.

Christian Haub, Chairman of the Board, President and Chief Executive Officer of A&P, said “The resolution of this matter enables us to continue growing our strong discount business in Ontario with a larger complement of corporately-owned stores, while at the same time strengthening our continuing franchise stores.”

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