THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.               EXHIBIT 24

POWER OF ATTORNEY





 Know all by these presents, that the undersigned hereby constitutes

and appoints each of MARY ELLEN OFFER and JOAN ROENSCH, signing singly, the undersigned's true and lawful attorney-in-fact to:



 (1) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director of THE GREAT

ATLANTIC & PACIFIC TEA COMPANY, INC. (the "Company"), Forms 3, 4 and 5

in accordance with Section 16(a) of the Securities Exchange Act of 1934

and the rules thereunder;



 (2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and execute

any such Form 3, 4 or 5 and execute any amendment or amendments thereto,

and timely file such form with the United States Securities and Exchange

Commission and any stock exchange or similar authority; and



 (3)  take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact, may

be of benefit to, in the best interest of, or legally required by, the

undersigned, it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this Power of

Attorney shall be in such form and shall contain such terms and

conditions as such attorney-in-fact may approve in such attorney-in-

fact's discretion.



 The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the exercise of

any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present,

with full power of substitution or revocation, hereby ratifying and

confirming all that such attorney-in-fact, or such attorney-in-fact's

substitute or substitutes, shall lawfully do or cause to be done by

virtue of this power of attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing attorneys-in-

fact, in serving in such capacity at the request of the undersigned, are

not assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange

Act of 1934.



 This Power of Attorney shall remain in full force and effect until

the undersigned is no longer required to file Forms 3, 4 and 5 with

respect to the undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the undersigned in a

signed writing delivered to the foregoing attorneys-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 24th day of February 2006.



     /s/Jennifer Mac Leod