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 17, 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 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 2.02   Regulation FD Disclosure

On October 17, 2006, The Great Atlantic & Pacific Tea Company, Inc. issued a press release announcing its unaudited fiscal 2006 second quarter and year to date results for the 12 and 28 weeks ended September 9, 2006. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

To supplement the consolidated financial results as determined in accordance with generally accepted accounting principles (“GAAP”), the press release presents non-GAAP financial measures for “EBITDA.” EBITDA is defined as earnings before interest, taxes, depreciation, amortization, minority interest, equity in earnings of Metro, Inc., discontinued operations and the gain on the sale of A&P Canada. Ongoing, operating EBITDA is defined as EBITDA adjusted for items the Company considers non-operating in nature that management excludes when evaluating the results of the U.S. ongoing business. The Company believes the presentation of these measures is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by the Company’s management and makes it easier to compare the Company’s results with other companies that have different financing and capital structures or tax rates. In addition, these measures are also among the primary measures used externally by the Company’s investors, analysts and peers in its industry for purposes of valuation and comparing the results of the Company to other companies in its industry. Ongoing, operating EBITDA is reconciled to Net Cash provided by Operating Activities on Schedule 4 of this release.

Item 9.01   Financial Statements and Exhibits

 (c).   Exhibits.

          Exhibit 99.1 Press Release of The Great Atlantic & Pacific Tea Company, Inc., dated  October 17, 2006.

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/ Brenda Galgano
	Name: Brenda Galgano
	Title: Senior Vice President           And Chief Financial Officer

Dated: October 17, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 17, 2006.

EX-99.1

	News
The Great Atlantic & Pacific Tea Company, Inc. 2 Paragon Drive Montvale, NJ 07645		Exhibit 99.1

Investor contact: William J. Moss
Vice President, Treasurer
(201) 571-4019

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

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. ANNOUNCES
RESULTS FOR SECOND QUARTER ENDED SEPTEMBER 9, 2006

__________

COMPANY REPORTS SECOND QUARTER EBITDA, ADJUSTED FOR NON-OPERATING
ITEMS, OF $35 MILLION, UP FROM $25 MILLION IN PRIOR YEAR

MONTVALE, NJ – October 17, 2006 – The Great Atlantic & Pacific Tea Company, Inc. (A&P, NYSE Symbol: GAP) announced unaudited fiscal 2006 second quarter and year to date results for the 12 and 28 weeks ended September 9, 2006.

U.S. sales for the second quarter were $1.57 billion, compared with $1.60 billion in the second quarter of last year. U.S. total comparable store sales increased 0.2% vs. year-ago. Fiscal 2005 second quarter total sales of $2.2 billion included $600 million related to A&P Canada which was sold in August 2005. Net loss for the quarter was $0.5 million or $.01 per diluted share this year versus income of $592 million or $14.40 per diluted share last year. Last year’s results include a $919 million gain on the sale of A&P Canada.

The results for the second quarter of fiscal years 2006 and 2005 include items the Company considers non-operating in nature that management excludes when evaluating the results of the U.S. ongoing business. These items are listed on Schedule 3 of the press release. Excluding these items, adjusted U.S. loss from operations was $6 million in the second quarter of fiscal 2006 versus a loss of $21 million in last year’s second quarter. Adjusted U.S. ongoing operating EBITDA, which is reconciled to net cash from operating activities on Schedule 4 of the press release, was $35 million in the second quarter of fiscal 2006 versus $25 million in last year’s second quarter.

U.S. sales for the 28 weeks year to date were $3.7 billion versus $3.8 billion in 2005. Total sales of $5.5 billion for last year included sales of $1.7 billion related to A&P Canada which was sold in August 2005. U.S. total comparable store sales increased 1.0%. Net loss for year to date 2006 was $6.6 million or $.16 per diluted share compared to income of $502.7 million or $12.47 per diluted share for 2005, which included the gain on the sale of Canada.

Fiscal 2006 and fiscal 2005 year to date results include the non-operating items listed on Schedule 3 of the press release. Excluding these items, adjusted U.S. loss from operations was $3 million for the first half of 2006 versus a loss of $46 million for 2005. Adjusted U.S. ongoing operating EBITDA, which is reconciled to net cash from operating activities on Schedule 4, was $92 million for the first half of 2006 versus $61 million in 2005.

Christian Haub, Executive Chairman of the Board, said, “A&P’s turnaround continued in the second quarter, with our cost control and sales development strategies again improving operations and results despite competitive and other external challenges. Our performance once again underlines my confidence in our continuous improvement, toward the goal of overall profitability in Fiscal 2007.”

Eric Claus, President and Chief Executive Officer, said, “We remained on course in the 2^nd quarter, further reducing our operating loss while increasing comparable store sales. Although summer weather extremes impacted our rate of sales growth compared with prior quarters, our fundamental merchandising and operating strategies kept us moving in the right direction. Going forward, we remain focused on those strategies and the ongoing improvement of top and bottom line results.”

Founded in 1859, A&P is one of the nation’s first supermarket chains. The Company operates 403 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.

The Company invites investors and other interested parties to listen to a live audio Webcast to be held at 11:00 AM Eastern Time today, at which members of the Company’s senior management team will discuss the Company’s second quarter financial results. The Webcast may be accessed through a link on the “Investors” page of the Company’s Website, www.aptea.com. Listeners who cannot participate in the live broadcast will be able to hear a recorded replay of the broadcast beginning this afternoon and available until November 14, 2006.

Effective March 28, 2003, the Securities and Exchange Commission (“SEC”) adopted new rules related to disclosure of certain financial measures not calculated in accordance with Generally Accepted Accounting Principles (“GAAP”). Such new rules require all public companies to provide certain disclosures in press release and SEC filings related to non-GAAP financial measures. We use the non-GAAP measure “EBITDA” to evaluate the Company’s liquidity and it is among the primary measures used by management for planning and forecasting of future periods. EBITDA is defined as earnings before interest, taxes, depreciation, amortization, minority interest, equity in earnings of Metro, Inc., discontinued operations and the gain on the sale of A&P Canada. Ongoing, operating EBITDA is defined as EBITDA adjusted for items the Company considers non-operating in nature that management excludes when evaluating the results of the U.S. ongoing business. The Company believes the presentation of these measures is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by the Company’s management and makes it easier to compare the Company’s results with other companies that have different financing and capital structures or tax rates. In addition, these measures are also among the primary measures used externally by the Company’s investors, analysts and peers in its industry for purposes of valuation and comparing the results of the Company to other companies in its industry. Ongoing, operating EBITDA is reconciled to Net Cash provided by Operating Activities on Schedule 4 of this release.

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.

###

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 1 – GAAP Earnings for the 12 and 28 weeks ended September 9, 2006 and September 10, 2005
(Unaudited)
(In thousands, except share amounts and store data)

		12 Weeks Ended						28 Weeks Ended
	September 9, 2006				September 10, 2005			September 9, 2006			September 10, 2005
Sales	$	1,572,250		$	2,168,249		$	3,699,145		$	5,551,882
Cost of merchandise sold		(1,090,859	)		(1,551,585	)		(2,579,603	)		(3,997,260	)
Gross margin		481,391			616,664			1,119,542			1,554,622
Store operating, general and administrative expense		(484,545	)		(761,730	)		(1,127,749	)		(1,737,828	)
Loss from operations		(3,154	)		(145,066	)		(8,207	)		(183,206	)
Gain (loss) on sale of Canadian operations		35			919,140			(291	)		918,551
Interest expense		(16,894	)		(25,262	)		(39,050	)		(61,385	)
Interest income		2,124			3,157			6,627			4,343
Minority interest in earnings of consolidated      franchisees		—			405			—			(1,131	)
Equity in earnings of Metro, Inc.		11,870			—			19,817			—
(Loss) income from continuing operations before income taxes		(6,019	)		752,374			(21,104	)		677,172
Benefit from (provision for) income taxes		5,511			(160,228	)		15,170			(174,164	)
(Loss) income from continuing operations		(508	)		592,146			(5,934	)		503,008
Discontinued operations:
Loss from operations of discontinued businesses, net of tax		(3	)		(171	)		(686	)		(268	)
Loss from discontinued operations		(3	)		(171	)		(686	)		(268	)
Net (loss) income	$	(511	)	$	591,975		$	(6,620	)	$	502,740
Net (loss) income per share – basic:
Continuing operations	$	(0.01	)	$	14.64		$	(0.14	)	$	12.65
Discontinued operations		(0.00	)		(0.00	)		(0.02	)		(0.01	)
Net (loss) income per share – basic	$	(0.01	)	$	14.64		$	(0.16	)	$	12.64
Net (loss) income per share – diluted:
Continuing operations	$	(0.01	)	$	14.40		$	(0.14	)	$	12.48
Discontinued operations		(0.00	)		(0.00	)		(0.02	)		(0.01	)
Net (loss) income per share – diluted	$	(0.01	)	$	14.40		$	(0.16	)	$	12.47
Weighted average common shares outstanding – basic		41,470,799			40,434,194			41,362,113			39,758,780
Weighted average common shares outstanding –      diluted		41,947,722			41,107,153			41,872,311			40,325,089
Gross margin rate		30.62	%		28.44	%		30.26	%		28.00	%
Store operating, general and administrative expense      rate		30.82	%		35.13	%		30.49	%		31.30	%
United States depreciation and amortization	$	40,272		$	45,846		$	95,219		$	106,826
Canada depreciation and amortization		—			47			—			10,942
Total A&P depreciation and amortization	$	40,272		$	45,893		$	95,219		$	117,768
Number of stores operated at end of quarter		403			417			403			417

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 2 – Condensed Balance Sheet Data
(Unaudited)
(In millions, except per share and store data)

		September 9, 2006			February 25, 2006
Cash and short-term investments	$	83		$	230
Other current assets		762			980
Total current assets		845			1,210
Property-net		917			898
Equity investment in Metro, Inc.		368			339
Other assets		50			52
Total assets	$	2,180		$	2,499
Total current liabilities	$	559		$	610
Total non-current liabilities		1,232			1,217
Stockholders' equity		389			672
Total liabilities and stockholders' equity	$	2,180		$	2,499
Other Statistical Data
Total Debt and Capital Leases	$	364		$	282
Total Long Term Real Estate Liabilities		297			297
Temporary Investments and Marketable Securities		(167	)		(465	)
Net Debt	$	494		$	114
Total Retail Square Footage (in thousands)		16,413			16,509
Book Value Per Share	$	9.38		$	16.32
	For the 28 weeks ended September 9, 2006			For the 28 weeks ended September 10, 2005
Capital Expenditures	$	120		$	110

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 3 – Reconciliation of GAAP (Loss) Income from Operations to Adjusted (Loss) Income from Operations
for the 12 and 28 weeks ended September 9, 2006 and September 10, 2005
(Unaudited)
(In thousands, except share amounts and store data)

		12 Weeks Ended						28 Weeks Ended
	September 9,2006			September 10,2005			September 9,  2006			September 10,2005
As reported loss from operations	$	(3,154	)	$	(145,066	)	$	(8,207	)	$	(183,206	)
Adjustments:
Midwest exit costs		24			70,690			73			86,115
Net restructuring costs, primarily related to the sale of the U.S.
distribution operations to C&S		(323	)		25,104			3,073			74,595
Labor buyout costs		556			—			4,244			—
Real estate related activity		(2,827	)		(10,548	)		(2,254	)		(25,961	)
Long-lived asset impairment		—			9,612			—			9,612
Early extinguishment of debt and write-off of deferred           financing fees		—			29,457			—			29,457
Impact of Hurricane Katrina		—			4,950			—			4,950
Canadian dollar hedge		—			12,504			—			15,446
Canada income from operations		—			(17,527	)		—			(57,224	)
Total adjustments		(2,570	)		124,242			5,136			136,990
Adjusted United States loss from operations	$	(5,724	)	$	(20,824	)	$	(3,071	)	$	(46,216	)
As reported United States depreciation and amortization	$	40,272		$	45,846		$	95,219		$	106,826

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 4 – Reconciliation of GAAP Net Cash (Used In) Provided By Operating Activities to Adjusted EBITDA
for the 12 and 28 weeks ended September 9, 2006 and September 10, 2005
(Unaudited)
(In thousands, except share amounts and store data)

		12 Weeks Ended						28 Weeks Ended
	September 9, 2006			September 10,2005			September 9, 2006			September 10, 2005
Net cash provided by (used in) operating activities	$	19,634		$	(61,112	)	$	16,866		$	(59,881	)
Adjustments to calculate EBITDA:
Net interest expense		14,770			22,105			32,423			57,042
Asset disposition initiatives		2,331			(82,599	)		(4,920	)		(145,720	)
Long lived asset impairment charges		(1,344	)		(11,142	)		(2,565	)		(11,142	)
Loss on extinguishment of debt		—			(28,623	)		—			(28,623	)
Loss on derivatives		—			(15,446	)		—			(15,446	)
Gain on disposal of owned property		1,149			12,075			10,825			27,427
Deferred income tax provision		—			5,430			—			—
(Benefit from) provision for income taxes		(5,511	)		160,228			(15,170	)		174,164
Decrease (increase) in income tax reserve		5,969			(137,228	)		17,269			(137,228	)
Other share based awards		(2,507	)		(2,787	)		(5,844	)		(4,927	)
Proceeds from dividends from Metro, Inc.		(1,706	)		(1,512	)		(3,408	)		(1,512	)
Working capital changes
Accounts receivable		(25,394	)		44,580			(69,415	)		28,103
Inventories		(1,395	)		(49,436	)		(5,261	)		(28,689	)
Prepaid expenses and other current assets		7,733			4,717			11,791			7,496
Accounts payable		20,300			81,244			18,534			74,420
Accrued salaries, wages, benefits and taxes		(4,045	)		(14,595	)		15,342			4,459
Other accruals		2,426			(59,993	)		49,763			(52,716	)
Other assets		191			(507	)		2,811			(73	)
Other non-current liabilities		5,212			44,169			19,432			55,594
Other, net		(695	)		(8,741	)		(1,461	)		(8,186	)
Total A&P EBITDA		37,118			(99,173	)		87,012			(65,438	)
Adjustments:
Midwest exit costs		24			70,690			73			86,115
Net restructuring costs, primarily related to the sale of the U.S.
distribution operations to C&S		(323	)		25,104			3,073			74,595
Labor buyout costs		556			—			4,244			—
Real estate related activity		(2,827	)		(10,548	)		(2,254	)		(25,961	)
Long-lived asset impairment		—			9,612			—			9,612
Early extinguishment of debt and write-off of deferred   financing fees		—			29,457			—			29,457
Impact of Hurricane Katrina		—			4,950			—			4,950
Canadian dollar hedge		—			12,504			—			15,446
Canada EBITDA		—			(17,574	)		—			(68,166	)
Total adjustments		(2,570	)		124,195			5,136			126,048
Adjusted United States ongoing operating EBITDA	$	34,548		$	25,022		$	92,148		$	60,610