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

January 9, 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 2.02 Regulation FD Disclosure

On January 9, 2007, The Great Atlantic & Pacific Tea Company, Inc. issued a press release announcing its unaudited fiscal 2006 third quarter and year to date results for the 12 and 40 weeks ended December 2, 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  January 9, 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.

	THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
	By:
	Name:	Brenda Galgano
	Title:	Senior Vice President And Chief Financial Officer
Dated: January 9, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 9, 2007.

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 1 - GAAP Earnings for the 12 and 40 weeks ended December 2, 2006 and December 3, 2005
(Unaudited)
(In thousands, except share amounts and store data)

		12 Weeks Ended						40 Weeks Ended
		December 2, 2006			December 3, 2005			December 2, 2006			December 3, 2005
Sales	$	1,543,004		$	1,580,942		$	5,242,149		$	7,132,824
Cost of merchandise sold		(1,078,439	)		(1,116,399	)		(3,658,042	)		(5,113,659	)
Gross margin		464,565			464,543			1,584,107			2,019,165
Store operating, general and administrative expense		(463,413	)		(546,100	)		(1,591,162	)		(2,283,928	)
Income (loss) from operations		1,152			(81,557)			(7,055)			(264,763)
(Loss) gain on sale of Canadian operations		(599	)		(6,083	)		(890	)		912,468
Interest expense		(17,171	)		(15,398	)		(56,221	)		(76,783	)
Interest income		1,845			4,803			8,472			9,146
Minority interest in earnings of consolidated franchisees		—			—			—			(1,131	)
Equity in earnings of Metro, Inc.		11,023			3,397			30,840			3,397
(Loss) income from continuing operations before income taxes		(3,750	)		(94,838	)		(24,854	)		582,334
Benefit from (provision for) income taxes		43,702			21,279			58,584			(152,885	)
Income (loss) from continuing operations		39,952			(73,559	)		33,730			429,449
Discontinued operations:
Income from operations of discontinued businesses,  net of tax		755			1,972			357			1,704
Gain on disposal of discontinued businesses, net of tax		—			577			—			577
Income from discontinued operations		755			2,549			357			2,281
Net income (loss)	$	40,707		$	(71,010	)	$	34,087		$	431,730
Net income (loss) per share - basic:
Continuing operations	$	0.96		$	(1.80)		$	0.81		$	10.71
Discontinued operations		0.02			0.06			0.01			0.06
Net income (loss) per share - basic	$	0.98		$	(1.74)		$	0.82		$	10.77
Net income (loss) per share - diluted:
Continuing operations	$	0.95		$	(1.80	)	$	0.80		$	10.56
Discontinued operations		0.02			0.06			0.01			0.06
Net income (loss) per share - diluted	$	0.97		$	(1.74	)	$	0.81		$	10.62
Weighted average common shares outstanding - basic		41,499,554			40,997,714			41,403,346			40,075,391
Weighted average common shares outstanding - diluted		42,020,446			40,997,714			41,904,766			40,634,565
Gross margin rate		30.11	%		29.38	%		30.22	%		28.31	%
Store operating, general and administrative expense rate		30.03	%		34.54	%		30.35	%		32.02	%
United States depreciation and amortization	$	40,556		$	46,274		$	135,775		$	153,100
Canada depreciation and amortization		—			—			—			10,942
Total A&P depreciation and amortization	$	40,556		$	46,274		$	135,775		$	164,042
The Number of stores operated at end of quarter		410			407			410			407

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

		December 2, 2006			February 25, 2006
Cash and short-term investments	$	93		$	230
Other current assets		753			980
Total current assets		846		1,210
Property-net		949			898
Equity investment in Metro, Inc.		367			339
Other assets		55			52
Total assets	$	2,217		$	2,499
Total current liabilities	$	568		$	610
Total non-current liabilities		1,227			1,217
Stockholders' equity		422			672
Total liabilities and stockholders' equity	$	2,217		$	2,499
Other Statistical Data
Total Debt and Capital Leases	$	407		$	282
Total Long Term Real Estate Liabilities		301			297
Temporary Investments and Marketable Securities		(92	)	(465		)
Net Debt	$	616		$	114
Total Retail Square Footage (in thousands)		16,737			16,509
Book Value Per Share	$	10.17		$	16.32
		For the 40			For the 40
		weeks ended			weeks ended
		December 2, 2006			December 3, 2005
Capital Expenditures	$	184		$	135

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 40 weeks ended December 2, 2006 and December 3, 2005
(Unaudited)
(In thousands, except share amounts and store data)

		12 Weeks Ended						40 Weeks Ended
		December 2,			December 3,			December 2,			December 3,
		2006			2005			2006			2005
As reported income (loss) from operations	$	1,152		$	(81,557	)	$	(7,055	)	$	(264,763	)
Adjustments:
Midwest exit costs		4			18,781			77			104,896
Net restructuring costs, primarily related to the sale of the U.S. distribution operations to C&S		172			14,812			3,245			89,407
Labor buyout costs		230			—			4,474			—
Real estate related activity		(13,008)			3,688			(15,262)			(22,273)
Long-lived asset impairment		—			8,116			—			17,728
Early extinguishment of debt and write-off of deferred financing fees		—			3,113			—			32,570
Impact of Hurricane Katrina		(4,348	)		13,217			(4,348	)		18,167
VISA/Mastercard lawsuit settlement		—			(1,547	)		—			(1,547	)
Canadian dollar hedge		—			—			—			15,446
Canada income from operations		—			—			—			(57,224)
Total adjustments		(16,950	)		60,180			(11,814	)		197,170
Adjusted United States loss from operations	$	(15,798	)	$	(21,377	)	$	(18,869	)	$	(67,593	)
As reported United States depreciation and amortization	$	40,556		$	46,274		$	135,775		$	153,100

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 40 weeks ended December 2, 2006 and December 3, 2005
(Unaudited)
(In thousands, except share amounts and store data)

		12 Weeks Ended						40 Weeks Ended
		December 2,			December 3,			December 2,			December 3,
		2006			2005			2006			2005
Net cash used in operating activities	$	(59,730	)	$	(97,581	)	$	(42,864)		$	(157,462	)
Adjustments to calculate EBITDA:
Net interest expense		15,326			10,595			47,749			67,637
Asset disposition initiatives		1,201			(17,388	)		(3,719	)		(163,108	)
Long lived asset impairment charges		(845	)		(17,966	)		(3,410	)		(29,108	)
Loss on extinguishment of debt		—			—			—			(28,623	)
Loss on derivatives		—			—			—			(15,446	)
Gain (loss) on disposal of owned property		12,413			(1,591	)		23,238			25,836
(Benefit from) provision for income taxes		(43,702	)		(21,279	)		(58,584	)		152,885
Decrease (increase) in income tax reserve		44,276			17,585			61,545			(119,643	)
Other share based awards		(808	)		(2,043	)		(6,652	)		(6,970	)
Proceeds from dividends from Metro, Inc.		(1,659	)		(1,549	)		(5,067	)		(3,061)
Working capital changes
Accounts receivable		19,635			(2,333	)		(49,780	)		25,770
Inventories		37,662			(4,743	)		32,401			(33,432	)
Prepaid expenses and other current assets		4,695			8,394			16,486			15,890
Accounts payable		(8,313	)		15,297			10,221			89,717
Accrued salaries, wages, benefits and taxes		15,166			31,693			30,508			36,152
Other accruals		7,300			44,158			57,063			(8,558	)
Other assets		86			117			2,897			44
Other non-current liabilities		949			4,127			20,381			59,721
Other, net		(1,944	)		(776	)		(3,693	)		(8,962	)
Total A&P EBITDA		41,708			(35,283	)		128,720			(100,721
Adjustments:
Midwest exit costs		4			18,781			77			104,896
Net restructuring costs, primarily related to the sale of the U.S.
distribution operations to C&S		172			14,812			3,245			89,407
Labor buyout costs		230			—			4,474			—
Real estate related activity		(13,008	)		3,688			(15,262	)		(22,273	)
Long-lived asset impairment		—			8,116			—			17,728
Early extinguishment of debt and write-off of deferred financing fees		—			3,113			—			32,570
Impact of Hurricane Katrina		(4,348	)		13,217			(4,348	)		18,167
VISA/Mastercard lawsuit settlement		—			(1,547	)		—			(1,547	)
Canadian dollar hedge		—			—			—			15,446
Canada EBITDA		—			—			—			(68,166	)
Total adjustments		(16,950	)		60,180			(11,814	)		186,228
Adjusted United States ongoing operating EBITDA	$	24,758		$	24,897		$	116,906		$	85,507