SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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THE GREAT ATLANTIC PACIFIC TEA COMPANY
------------------------------------------------
(Name of Registrant as specified in its charter)

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The Great Atlantic & Pacific Tea Company, Inc.
TWO PARAGON DRIVE
MONTVALE, NEW JERSEY 07645

--------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held July 18, 2001

--------------------

To the Stockholders of
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The Great
Atlantic & Pacific Tea Company, Inc. (the "Company") will be held at the
Hampton Inn, 4529 Highway One, Rehoboth Beach, Delaware on Wednesday, July 18,
2001 at 9:00 A.M. (E.D.T.). At the meeting, stockholders will act on the
following matters:

1. Election of ten directors, each for a term of one year;

2. Ratification of the appointment of Deloitte & Touche LLP as the
Company's independent auditors for fiscal 2001;

3. Consideration of one stockholder proposal; and

4. Any other matters that properly come before the meeting and any
adjournments thereof.

The Board of Directors has fixed May 21, 2001 as the record date for the
determination of stockholders entitled to notice of and to vote at the
meeting. Accordingly, only stockholders of record at the close of business on
that date are entitled to vote at the meeting or at any adjournment thereof.

Whether or not you plan to attend the meeting, please either complete and
sign the accompanying proxy and return it promptly to the Company in the
enclosed envelope, which requires no postage if mailed in the United States,
or use the internet or phone voting options detailed on the proxy.

A copy of the Company's Annual Report to Stockholders for the fiscal year
ended February 24, 2001 accompanies this proxy statement.

By Order of the Board of Directors

WILLIAM P. COSTANTINI
Senior Vice President, General Counsel
& Secretary

Dated: May 22, 2001

- -------------------------------------------------------------------------------
You are cordially invited to attend the meeting. Whether or not you
plan to do so, your vote is important. Please promptly submit your
proxy by mail, telephone or internet.
- -------------------------------------------------------------------------------

The Great Atlantic & Pacific Tea Company, Inc.
TWO PARAGON DRIVE
MONTVALE, NEW JERSEY 07645

----------------
PROXY STATEMENT
----------------

SOLICITATION AND REVOCATION OF PROXIES

The accompanying proxy is solicited by the Board of Directors of The Great
Atlantic & Pacific Tea Company, Inc. (the "Company") for use at the Annual
Meeting of Stockholders to be held on July 18, 2001. The Company will bear the
cost of such solicitation. It is expected that the solicitation of proxies
will be primarily by mail. Proxies may also be solicited personally by regular
employees of the Company, by telephone, or other means of communication at
nominal cost. The Company will reimburse banks, brokers and trustees, or their
nominees, for reasonable expenses incurred by them in forwarding proxy
material to beneficial owners of stock in accordance with The New York Stock
Exchange schedule of charges. Any stockholder giving a proxy has the power to
revoke it at any time prior to its exercise by giving notice in writing to the
Secretary, or by casting a ballot at the meeting in person or by proxy. This
proxy statement is first being mailed to stockholders on or about May 22,
2001.

VOTING AT MEETING

Only stockholders of record at the close of business on May 21, 2001 will be
entitled to vote at the annual meeting. As of May 18, 2001, there were
outstanding 38,347,216 shares of the Company's $1 par value common stock (the
"Common Stock") each of which is entitled to one vote. Proxies marked as
abstaining (including proxies containing broker non-votes) on any matter to be
acted upon by stockholders will be treated as present at the meeting for
purposes of determining a quorum but will not be counted as votes cast on such
matters.

CERTAIN BENEFICIAL OWNERS

As of May 18, 2001, the Company is informed that Tengelmann
Warenhandelsgesellschaft (a partnership organized under the laws of the
Federal Republic of Germany, hereinafter"Tengelmann"), controlled by Mr. Erivan
Haub, owned beneficially and of record 21,710,000 shares of the Company's
Common Stock (approximately 56.61 of the outstanding shares). Tengelmann
controls, among others, PLUS Warenhandelsgesellschaft mbH and Kaiser's
Tengelmann AG (formerly Kaiser's Kaffee-Geschaft AG), general retailers in
Germany. Mr. Erivan Haub also has an interest in Tenga Capital Corporation.

The address of Tengelmann and Mr. Haub is c/o Tengelmann
Warenhandelsgesellschaft, Wissollstrasse 5-43, 45478 Mulheim/Ruhr, Germany.

Through the Schedule 13G filed with the SEC on February 5, 2001, the Company
is informed that Donald Smith & Co., Inc., an investment advisor with its
principal office at East 80, Rte 4, Suite 360, Paramus, NJ 07652, beneficially
owns 1,917,500 shares of the Company's Common Stock (representing 5% of the
outstanding shares). Donald Smith & Co., Inc. reports sole voting and
dispositive powers with respect to these shares and that they are owned by its
advisory clients.

Except as set forth above, at May 18, 2001 no person beneficially owned, to
the knowledge of the Company, more than 5% of the outstanding shares of the
Company's Common Stock.

ITEM 1--ELECTION OF DIRECTORS

Ten directors are to be elected to hold office until the next annual meeting
and until their successors are elected and shall qualify. The persons named as
proxies in the accompanying proxy intend to vote, unless otherwise instructed,
for the election to the Board of Directors of the persons named below, each of
whom has consented to nomination and to serve when elected. Each nominee is
presently a member of the Board of Directors. The affirmative vote of a
majority of the votes cast at the Annual Meeting is required for the election
of each director.

Messrs. Liffers, Wetzel and Wood will not stand for reelection. Mr. Liffers
served as a director from 1996 to May 2001. Mr. Wetzel joined the Board in May
1991. Mr. Wood retired from the Board of Directors on April 30, 2001, after 21
years of service as Chairman of the Board. The Company appreciates their
dedication.

The Board recommends a vote FOR the nominees.

The following are the nominees for director for a one-year term ending in
2002:

John D. Barline, Esq.

Mr. Barline, age 54, was elected a director on July 9, 1996. He is Chairman
of the Compensation Committee and a member of the Governance and Executive
Committees.

Mr. Barline, an attorney in private practice since 1973, is currently
associated with the law firm Williams, Kastner & Gibbs LLP in Tacoma,
Washington. His areas of practice include corporate tax law, mergers and
acquisitions, general business law, estate planning and real estate. He
provides personal legal services to the Haub family, including Helga and
Erivan Haub and Christian Haub.

Mr. Barline is a member of the Board of Directors and corporate secretary of
Sun Mountain Resorts, Inc. He is also on the Board of Directors of Sun
Mountain Lodge, Inc. and Wissoll Trading Company, Inc. These are small closely
held corporations owned primarily by the Haub family. He is a member of the
Board of the Franciscan Foundation, the Le May Automobile Museum and Precision
Machine Works, Inc.

Rosemarie Baumeister

Senior Vice President of Tengelmann

Mrs. Baumeister, age 67, has been a member of the Company's Board of
Directors since 1979. She is a member of the Compensation Committee. Prior to
assuming her present position, she has served in various executive capacities
with Tengelmann.

Mrs. Baumeister is a member of the Supervisory Board of Kaiser's Tengelmann
AG (formerly Kaiser's Kaffee-Geschaft AG), an affiliate of Tengelmann, a
member of the Supervisory Board of Tengelmann Espana and a member of the
Advisory Board of Deutsche Bank.

Fred Corrado

Vice Chairman of the Board and Chief Financial Officer

Mr. Corrado, age 61, has been a director since 1990. He was elected Vice
Chairman of the Board on October 6, 1992, and has served as Chief Financial
Officer since joining the Company in 1987. He is Vice Chairman of the
Executive Committee and a member of the Finance Committee.

Mr. Corrado is a director of the New Jersey Performing Arts Center and
Covenant House.

Bobbie Gaunt

Mrs. Gaunt, age 54, was elected a director on May 15, 2001. She is a member
of the Compensation and Audit Committees.

Mrs. Gaunt was a Vice President President of Ford Motor Company since 1999
and served as President and Chief Executive Officer of the Ford Motor Company
of Canada LTD from 1996 until her recent retirement to return to the United
States. She started her career with Ford Motor Company, North America, in 1972
as a Field Manager and thereafter served in various managerial positions
including positions in sales, marketing, research and merchandising.

Christian W. E. Haub

Chairman of the Board, President and Chief Executive Officer of the Company

Mr. Haub, age 36, was elected a director on December 3, 1991, and was
elected to his current position effective May 1, 2001. Prior thereto he had
served as President and Chief Operating Officer of the Company from December
7, 1993, becoming Co-Chief Executive Officer on April 2, 1997 and sole CEO on
May 1, 1998. He is Chairman of the Executive Committee and a member of the
Finance Committee.

Mr. Haub is a partner of Tengelmann and son of Erivan and Helga Haub. Mr.
Haub is on the board of the Food Marketing Institute.

Helga Haub

Mrs. Haub, age 66, has been a member of the Company's Board of Directors
since 1979. She is a member of the Executive and the Finance Committees.

Mrs. Haub is a member of the Supervisory Board of Kaiser's Tengelmann AG
(formerly Kaiser's Kaffee-Geschaft AG), an affiliate of Tengelmann, a
consultant to Tengelmann and has an interest in Tenga Capital Corporation. She
is also a director of The George C. Marshall Home Preservation Fund, Inc., a
member of the Board of Governors of World USO, president of the Board of
Trustees of the Elizabeth Haub Foundation for Environmental Policy and Law,
and a member of the Advisory Board of GfK Gesellschaft fur Konsumforschung,
Germany.

Mrs. Haub is the wife of Mr. Erivan Haub and mother of Mr. Christian Haub.

Dan Kourkoumelis

Mr. Kourkoumelis, age 50, was elected a director on March 21, 2000. Mr.
Kourkoumelis is Chairman of the Governance Committee and a member of the Audit
and Executive Committees.

Mr. Kourkoumelis was President and Chief Operating Officer of Quality Food
Centers, Inc. from May 1989 until September 1996, and thereafter President and
Chief Executive Officer of Quality Food Centers, Inc. until September 25,
1998, when he retired after Quality Food Centers, Inc. was acquired. He also
served as a director of Quality Food Centers, Inc. from April 1991 until March
1998. Mr. Kourkoumelis is a director of Expeditors International and Briazz,
Inc., and a director and past president of the Western Association of Food
Chains.

Edward Lewis

Chairman and Chief Executive Officer of Essence Communications, Inc.

Mr. Lewis, age 61, was elected a director on May 16, 2000. Mr. Lewis is a
member of the Executive, Finance and Governance Committees.

Mr. Lewis is cofounder and publisher of ESSENCE magazine and is chairman of
TransAfrica Forum and a trustee of Tuskegee University. He is a director of
the New York City Partnership, the Times Square Business Improvement District,
the Jazz Committee of the Board of Lincoln Center for the Performing Arts,
Girls, Inc., and the Central Park Conservancy. He is a member of the
Leadership Council of the Tanenbaum Center for Interreligious Understanding
and a committee member of the Minority Business Roundtable of the Joint Center
for Political and Economic Studies. He also served as chairman of the Magazine
Publishers of America from 1997 to 1999, becoming the first African-American
to hold this position in the 75-year history of the organization.

Richard L. Nolan

William Barclay Harding Professor of Management of Technology at the Harvard
Business School

Mr. Nolan, age 61, was elected a director on October 5, 1999. He is a member
of the Governance and Executive Committees, and Chairman of the Audit
Committee as of May 15, 2001.

Mr. Nolan, the William Barclay Harding Professor of Management of Technology
since 1991, is the originator of the "Stages Theory", one of the most widely
used management frameworks for information technology baselining and planning.
He is also a member of the Board of Directors for Novell, Surebridge, Inc. and
Zefer.

Maureen B. Tart-Bezer

Executive Vice President & General Manager of American Express Company, U.S.
Consumer Charge Group

Ms. Tart-Bezer, age 43, was elected a director on May 15, 2001. She is a
member of the Audit and Finance Committees.

Prior to her current position, Ms. Tart-Bezer was Vice President & Chief
Financial Officer of American Express Company, Traveler's Division. From 1977
to March 2000 Ms. Tart-Bezer served in various financial capacities with AT&T
Corporation, most recently as Vice Present and Chief Financial Officer -
Consumer Services Group.

Ms. Tart-Bezer has served as a trustee of the AT&T Foundation and on the
board of directors for AT&T Capital and Lucent Technology. She is an advisor
to St. Peter's College in Jersey City, NJ and is on the board of directors of
Mamamedia.com, a pre-IPO company.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth the number of shares of Common Stock of the
Company beneficially owned as of May 21, 2001, by each director and nominee,
each named executive officer and by all directors and executive officers as a
group:

Shares Stock
Beneficially Option Deferred % of
owned shares(1) Plan (2) Total Class
----------- ----------- ----------- ----------- -----------

John D. Barline, Esq. (3)............................... 3,200 3,100 4,558 10,858 *
Rosemarie Baumeister (3)................................ 2,800 3,700 -- 6,500 *
Fred Corrado............................................ 1,700 252,750 -- 254,450 *
Bobbie Gaunt............................................ -- 2,000 -- 2,000 *
Christian Haub (3)...................................... 1,800 497,500 -- 499,300 1.3
Helga Haub (3).......................................... 2,800 3,700 -- 6,500 *
Dan Kourkoumelis........................................ -- 2,500 1,827 4,327 *
Edward Lewis............................................ -- 2,500 1,650 4,150 *
Laurane Magliari........................................ -- 139,500 -- 139,500 *
Richard L. Nolan........................................ -- 2,500 2,227 4,727 *
Brian Pall.............................................. -- 96,500 -- 96,500 *
Craig Sturken........................................... 50 150,000 -- 150,050 *
Maureen B. Tart-Bezer................................... -- 2,000 -- 2,000 *
Robert L "Sam" Wetzel................................... 708 3,700 6,426 10,834 *
All directors and executive officers as a group
(20 persons) .......................................... 14,818 1,855,350 16,688 1,886,856 4.9

* Less than 1%

(1) The amounts shown include all purchase options granted under Company
stock option plans regardless of whether exercisable within 60 days.

(2) These shares represent the stock equivalent units accrued under the
Company's deferred compensation plan for non-employee directors. These
share equivalents are subject to Common stock market price fluctuations.

(3) The association of Mmes. Baumeister and Haub, and Messrs. Barline and
Haub with Tengelmann and Mr. Erivan Haub is set forth herein under
"Nominees". Mr. Christian Haub disclaims investment and voting power over
the shares owned by Tengelmann and they are excluded herein. Mrs. Haub
disclaims any investment or voting power over the shares owned by Mr.
Erivan Haub and the organizations which he controls and the same are not
included herein.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company believes that during 2000 all reports for the Company's
executive officers and directors that were required to be filed under Section
16 of the Securities Exchange Act of 1934 were timely filed, except a Form 4
was filed by Mrs. Haub in October that reported timely on September purchases
by her husband and six purchases that had been made for his account in the
prior years. Mrs. Haub disclaims beneficial ownership on all of these shares.
A Form 5 was filed a week late in April by Craig Sturken on an October stock
option grant that begins vesting in October 2001. The grant was made upon his
promotion to President and Chief Executive Officer Atlantic Operations.

BOARD MEETINGS, COMMITTEES AND COMPENSATION

During the last fiscal year, the Board of Directors held 7 meetings and
committees thereof held 16 meetings. The Audit Committee held 7 meetings, and
the Compensation Committee held 5 meetings. Such Committees are composed of
non-employee directors. The Audit Committee reviews annual financial
statements prior to submission to the Board and reports thereon; reviews
quarterly results prior to release; at its discretion, examines and considers
matters relating to the internal and external audit of the Company's accounts
and financial affairs; recommends the employment of outside accountants and
their compensation; and, as appropriate, meets with Company personnel in
performance of its functions. The Compensation Committee approves salaries and
salary increases and benefits where the median base annual compensation for
the salary level is at least $200,000, approves and interprets incentive
plans, and serves as the committee to administer the employee stock option and
long term incentive and share award plans. The Governance Committee, created
in July 2000, has the function, among others, to serve as a standing
nominating committee. All directors attended at least 75% of the aggregate of
(i) the total number of meetings of the Board of Directors and (ii) the total
number of meetings held by all Committees of the Board on which they served as
members.

Directors who are neither officers nor employees of the Company are each
paid fees consisting of an annual retainer of $30,000 plus an attendance fee
of $1,000 for each Board meeting attended, and $1,000 for each committee
meeting attended if substantial time or effort is involved, plus expenses of
attendance. If two compensable meetings are held on the same day, the fee for
the second meeting is limited to $500. The Chairman of each Committee, except
the Executive Committee, is paid an additional $5,000 per year. Under the
directors stock option plan, non-employee directors are entitled to an initial
stock option grant of 2,000 shares with 500 shares granted after each Annual
Meeting thereafter. These shares vest in one-third increments on succeeding
Annual Meeting dates.

The Company revised the compensation program for its non-employee directors
effective May 1, 1996. It suspended the retirement plan pursuant to which
directors, after serving 5 years and attaining age 70, were entitled upon
retirement from the Board to an annual benefit equal to the highest annual
retainer paid during their tenure (currently $30,000) for a period equal to
their years of service up to 15 years. The directors had a one-time election
to transfer the present value of their accrued benefits to the new plan. Under
the deferred compensation plan, the Company contributes to book accounts of
all directors with less than fifteen years of service an amount equal to 75%
of the current retainer. Up to all and at least 50% of these deferred payments
will be credited to a Company Common Stock equivalent account. The balance, at
the director's election in increments of 25% will be credited to a 10-year U.
S. Treasury bond equivalent account. The directors are fully vested in their
accounts. Accruals will be made to these accounts through the fifteenth
anniversary of Board service. Upon termination from service as a director, the
value of the Company Common Stock equivalent account will be determined using
the final average market value of the Company's shares for the prior 180
calendar days, inclusive of appreciation for the effect of dividends. The
value of the bond equivalent account will be the sum of the credits and
interest to the date of termination. Benefits will then be paid to the retired
director equally over the subsequent 180 months or the length of service,
whichever is shorter. However, in the event of death, benefits will continue
to be paid to the director's beneficiary for a maximum of ten years, which
includes any period of payment before death.

Directors who are also officers of the Company receive no extra compensation
or benefits for such service.

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Tenga Capital Corporation, which is owned by Erivan and Helga Haub, owns
property in Windsor, Ontario, Canada on which an indirect subsidiary of the
Company, A&P Properties Limited, has leased a store since 1983. The initial
term expires October 31, 2003, with four 5-year renewal options. The base
annual rental is CN$467,603, with percentage rents subject to specified caps.

The Company is a party to agreements granting Tengelmann and its affiliates
the exclusive right to use the "A&P" trademark in Germany and other European
countries pursuant to which the Company received $100,000 which is the maximum
annual royalty fee under such agreements. The Company also is a party to
agreements

under which it purchased from Wilh. Schmitz-Scholl ("Wissoll"), which is an
affiliate of Tengelmann, approximately $692,150 worth of the Black Forest line
and Master Choice candy.

The Company owns a jet aircraft which Tengelmann leases under a full cost
reimbursement lease that also allows the Company to charter the aircraft for
its use at a below market charter rate. During fiscal 1999, Tengelmann was
obligated to reimburse the Company an average monthly cost of $268,400.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table sets forth the compensation paid by the Company and its
subsidiaries for services rendered in all capacities during each of the last
three fiscal years to or for the account of Mr. Haub and the other four most
highly compensated executive officers.

SUMMARY COMPENSATION TABLE

Long Term
Compensation
Annual Awards
Compensation --------------------- All Other
-------------------- Securities Underlying Compensation
Principal Position During Fiscal Year Year Salary($) Bonus($) Options/SAR's(#) ($)(1)
------------------------------------- ---- --------- -------- --------------------- ------------

Christian Haub 2000 660,000 112,475 82,500 32,744
President & Chief Executive Officer 1999 619,615 319,838 -- 12,444
1998 562,397 -- 125,000 11,468

Fred Corrado 2000 563,462 58,850 57,750 59,055
Vice Chairman of the Board 1999 546,677 167,348 -- 47,805
Chief Financial Officer 1998 506,800 -- 60,000 44,174

Laurane S. Magliari 2000 313,462 33,550 27,500 18,218
Senior Vice President 1999 300,000 122,000 -- 1,293
People Resources and Services (2) 1998 -- -- 37,000 --

Brian Pall 2000 286,058 32,066 26,500 17,121
Senior Vice President 1999 215,000 66,470 -- 12,552
Chief Development Officer 1998 188,750 10,000 15,000 12,085

Craig Sturken 2000 350,096 28,258 50,000 33,979
President, Chief Executive Officer 1999 332,308 98,820 -- 26,075
Atlantic Region 1998 300,000 95,005 25,000 26,075

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(1) Consists of, respectively, Company contributions to the Retirement/
Savings Plan and related supplemental plan, and the cost for insurance,
for 2000: Mr. Haub ($31,500 and $1,244); Mr. Corrado ($27,450 and
$31,605); Ms. Magliari ($16,525 and $1,693); Mr. Pall ($16,085 and
$1,036); and Mr. Sturken ($19,104 and $14,875). Benefits from the
supplemental plan are offset under SERP, discussed infra. Additionally, a
tax preparation and planning fee of $5,000 is included for Mr. Corrado.

(2) Ms. Magliari was hired on February 16, 1999.

Employment and Termination Agreements

The Company is a party to employment agreements with Messrs. Corrado and
Sturken and Ms. Magliari which provide minimum base annual salaries
(respectively, $585,000, $400,000 and $335,000) and have an initial
termination date of October 31, 2003; provided, however, a rolling eighteen
(18) month term commences May 1, 2002. The agreements also provide for
participation in Company benefit programs (including bonus programs) and
services, facilities and perquisites appropriate to their positions. They are
participants in the Executive Medical Plan. Additionally, Mr. Corrado's
agreement provides for life insurance coverage equal to three (3) times his
base salary, and upon attainment of age 62 while employed by the Company,
entitlement to credit for

twenty years of service under SERP, and a SERP benefit unreduced for early
retirement prior to age 65. Mr. Sturken's agreement provides for Company-paid
life insurance in the amount of $1,000,000 and participation in SERP.

Following termination other than for cause, permanent total disability,
death or a resignation not for Good Reason and in the absence of a Change of
Control, each executive is entitled to receive 18 equal monthly payments of
one-twelfth of annual base salary plus average bonus and continued insurance
coverage for that period. In addition the agreements provide for a pro rata
bonus for the year of termination.

Under the Change of Control provisions, the separation pay is increased to 3
times the final base salary plus the bonus amount and is payable in lump sum,
and the insurance continuation is extended to three years. These provisions
apply to terminations without cause or resignations for Good Reason occurring
within thirteen months following the Change of Control and for any reason
during the 30 days beginning on the first anniversary of the Change of
Control. The agreements also provide for gross-up payments to the executive
with respect to any excise tax on golden parachute payments.

Mr. Pall's letter agreement provides for a minimum base annual salary of
$300,000 and regular Company benefits and incentive compensation applicable to
his position. In the event Mr. Pall is terminated involuntarily without cause,
he is entitled to salary and benefit continuation for 18 months.

Option Tables

The following tables provide information with respect to stock options
granted to the named executive officers during the last fiscal year and the
fiscal year-end value of options held by such officers.

Option Grants in Last Fiscal Year

Number of % of Total
Securities Options Exercise
Underlying Granted to or Base Grant Date
Name Options Employees in Price Expiration Present
---- Granted(#)(1) FY (2) ($/Sh) Date Value ($)(3)
------------- ------------ -------- ---------- ------------

Christian Haub............................................ 82,500 5.5 17.94 3/20/10 801,075
Fred Corrado.............................................. 57,750 3.9 17.94 3/20/10 560,753
Laurane Magliari.......................................... 27,500 1.8 17.94 3/20/10 267,025
Brian Pall................................................ 16,500 1.1 17.94 3/20/10 160,215
10,000 0.7 18.88 5/16/10 103,800
Craig C. Sturken.......................................... 25,000 1.7 17.94 3/20/10 242,750
25,000 1.7 9.50 10/25/10 105,250

- ---------------
(1) The options vest in 25% increments commencing on the first anniversary of
the grant. All grants have a ten-year term.

(2) Based on total grants during the year of 1,490,550.

(3) These values were calculated using the Black-Scholes option pricing
model. The Black-Scholes model is a complicated mathematical formula
which is widely used and accepted for valuing traded stock options. The
model is premised on immediate exercisability and transferability of the
options. This is not generally true for the Company's options granted to
executive officers and other employees. Therefore, the values shown are
purely theoretical and do not reflect the market value of the Company's
stock at a future date. In addition to the stock prices at time of grants
and exercise prices, which are identical, and the ten-year term of each
option, the following assumptions were used to calculate the values shown
for options granted during fiscal 2000 expected dividend yield of 0.0
percent and 4.6 percent, expected stock price volatility (60 percent
based on the Bloomburg historical price volatility calculation), risk-
free rate of return of 4.94 percent and 6.69 percent and a weighted
average of 7 years from date of grant to date of exercise. If the named
officers realize the grant date values shown in the table, such values
will be less than one percent of the total shareholder appreciation.

Fiscal Year-End Option/SAR Values

Value of Unexercised
Number of Securities In-the-Money
Underlying Options/SARs Options/SARs at
Shares at FY-End FY-End($)(1)
Acquired on Value --------------------------- ---------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
(#) ($) (#) (#) ($) ($)

Christian Haub ............................ None -- 188,750 188,750 -- --
Fred Corrado .............................. None -- 79,999 102,751 -- --
Laurane Magliari .......................... None -- 18,500 46,000 -- --
Brian Pall ................................ None -- 24,999 37,751 -- --
Craig Sturken ............................. None -- 28,749 68,751 -- --

- ---------------
(1) Based on the closing price of the Common Stock on February 23, 2001 of
$10.29.

PENSION PLAN TABLE

Years of Service
-----------------------------------------------------------------------------------
Remuneration 15 20 25 30 35
- ------------ ------------- ------------- ------------- ------------- -----------

$500,000 ................................... $187,500 $225,000 $225,000 $225,000 $225,000
550,000 ................................... 206,250 247,500 247,500 247,500 247,500
600,000 ................................... 225,000 270,000 270,000 270,000 270,000
650,000 ................................... 243,750 292,500 292,500 292,500 292,500
700,000 ................................... 262,500 315,000 315,000 315,000 315,000
750,000 ................................... 281,250 337,500 337,500 337,500 337,500
800,000 ................................... 300,000 360,000 360,000 360,000 360,000

The table above indicates the amount of annual benefit payable to a person
at age 65 in the specified final average remuneration and years-of-service
classifications under the Supplemental Executive Retirement Plan ("SERP")
except that such benefits do not reflect the requisite reduction for any
applicable Social Security, or other Company retirement benefits. SERP is an
unfunded defined benefit final average pay plan that covers, among the named
executives, Messrs. Corrado and Sturken.

The compensation covered by SERP is base salary, i.e., essentially the
"Salary" reflected in the Summary Compensation Table computed as an average of
such base salary over the highest compensated five years of employment during
the last 10 years. The benefit is computed at the rate of 3% for each year up
to 10 years of service, plus 1 1/2% of such compensation for up to 10
additional years of service with a maximum benefit equal to 45% of such
average base salary. Estimated or actual credited years of service at
retirement for each participating named executive officer are: Mr. Corrado, 20
years; and Mr. Sturken, 18 years.

PERFORMANCE GRAPH

The following performance graph compares the five-year cumulative total
stockholder return (assuming reinvestment of dividends) on the Company's
Common Stock to the Standard & Poor's 500 Index and the UBS Warburg Dillon
Read Index of Supermarkets as its peer group which is comprised of the
following companies: The Great Atlantic & Pacific Tea Company, Inc.,
Albertson's, Inc., Delhaize America, Inc. (formerly Food Lion, Inc.), The
Kroger Co., Safeway, Inc. and Winn-Dixie Stores, Inc. The performance graph
assumes $100 is invested in the Company's Common Stock, the Standard & Poor's
500 Index and a composite index for the peer companies on February 24, 1996,
and that dividends paid during the period were reinvested to purchase
additional shares.

[Line Graph]

(Company fiscal year ends--last Saturday in February)

Fiscal Year
Ending S&P 500 A&P Peer Group
- ----------- ------- --- ----------
$ $ $

02/24/96 100 100 100
02/22/97 124 137 129
02/28/98 165 139 179
02/27/99 197 146 227
02/26/00 214 111 127
02/24/01 203 50 165

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors, comprised of 4 outside
directors, held seven meetings during 2000. The Committee operates pursuant to
a charter, a copy of which is attached to this proxy as Appendix A. The Board
of Directors, in its business judgment, has determined that the members of the
Audit Committee are `independent', as required by the applicable listing
standards of the New York Stock Exchange.

The Audit Committee met with the independent public accountants, management
and internal auditors to assure that they were carrying out their respective
responsibilities. The Committee reviewed the performance and fees of the
independent public accountants prior to recommending their appointment, and
met with them to discuss the scope and results of their audit work, including
the adequacy of internal controls and the quality of

financial reporting. The Committee discussed with the independent public
accountants their judgments regarding the quality and acceptability of the
Company's accounting principles, the clarity of its disclosures and the degree
of aggressiveness or conservatism of its accounting principles and underlying
estimates. The Committee discussed with and received a letter from the
independent public accountants confirming their independence. Both the
independent public accountants and the internal auditors had full access to
the Committee, including regular meetings without management present.
Additionally, the Committee reviewed and discussed the audited financial
statements with management and recommended to the Board of Directors that
these financial statements be included in the Company's Form 10-K filing with
the Securities and Exchange Commission.

Audit Committee
April 26, 2001

William Liffers, Chairman
Dan Kourkoumelis
Richard Nolan
R. L. "Sam" Wetzel

As part of its duties, the Audit Committee also considered and determined
that the provision of services other than audit services during fiscal year
2000 by Deloitte & Touche LLP, the Company's independent public accountants,
is compatible with maintaining the accountants' independence.

Fees for all services provided by Deloitte & Touche LLP for fiscal year 2000
are as follows:

Audit Fees

The fees for audit of the Company's 2000 annual financial statements filed
in the report on Form 10-K and for reviews of quarterly financial statements
filed in the reports on Form 10-Q were $834,000.

Financial Information Systems Design and Implementation Fees

There were no fees or services in 2000 for financial information systems
design and implementation services.

All Other Fees

The fees for all other professional services in 2000 were $1,026,000. A
substantial amount of these fees relates to tax compliance, a benchmarking
study, employee benefit plan audits and other non-audit services.

REPORT OF THE COMPENSATION COMMITTEE

The Company's Compensation Committee approves the compensation of all
executive officers and other key employees and acts as the Committee for the
Company's Stock Option and Long-Term Incentive and Share Award Plans.

Principles and Program

The Company's executive compensation program includes the following policy
objectives:

o Compensation must be sufficient to attract and retain talented
executives.

o Incentives are included in the executive compensation package based
upon criteria, which also enhance stockholder, value.

o Improvements in compensation should bear a relationship to the
Company's improvement in performance.

To meet these objectives, the program has salary, incentive and equity
elements. The Committee considers each of these elements, setting salary and
bonus levels that reflect the above-described objectives and awarding

stock appreciation rights, stock options or restricted stock points to provide
an equity-based compensation element.

Salaries

The Compensation Committee employs several criteria in fixing the salaries
of the executive officers (including the chief executive officer and the other
four most highly compensated officers). These criteria include the
responsibility of the position, the officer's performance, the Company's
executive financial performance and the business and economic climate in which
the Company operates. Executive officers with responsibility for a business
unit are also evaluated on the basis of that unit's performance. Additional
criteria such as success in achieving desired business goals are utilized in
determining the appropriate salary for an officer.

Annual Incentive Plan

During fiscal 2000, the Company had an annual management incentive plan
which, for executive officers, provided target bonus awards contingent upon
the attainment of goals, with the maximum bonus determined by the ability of
the individual to make a direct contribution to the financial performance of
the Company and the responsibility of the position held by the individual. The
goals comprised sales, profit, team and strategy objectives.

The goals for the 2000 fiscal year were established by the Compensation
Committee taking into account the performance of the Company relative to the
performance of comparable companies and relative to the competitive and
economic environment in which the Company operated.

Forty percent of the executive's bonus was predicated on the attainment of
the profit goals, 30% on the attainment of sales goals and 15%, respectively,
on the attainment of team and strategy objectives. An annual Return on Capital
Employed modifier was established for Corporate participants and for each
operating group, which modifier may affect the bonuses by as much as 37.5%.

Equity Based Compensation

The Company's 1994 Stock Option Plan authorizes grants through March 17,
2004 of up to 1,500,000 shares for stock options and tandem or independent
SARs. The 1998 Long Term Incentive Plan and Share Award Plan authorizes grants
through July 13, 2008 of up to 5,000,000 shares for stock options, SARs,
restricted stock and other stock based awards.

Discussion of Fiscal 2000 Compensation for the Chief Executive Officer

The Compensation Committee recommends the compensation level of the Chief
Executive Officer. Taking into account all of the factors described in this
report, Mr. Haub's salary for the 2000 fiscal year was $660,000 and his
incentive bonus base was $409,000. Under the criteria described above, Mr.
Haub received 28% of his incentive bonus base.

Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code, enacted in 1993, subject to
certain exceptions, disallows a tax deduction to public companies for
compensation over $1,000,000 paid to the Chief Executive Officer and the four
other most highly compensated executive officers at fiscal year end. The
exceptions to the $1,000,000 deduction limit include compensation paid under
preexisting employment agreements and performance based compensation meeting
certain requirements. Except in the case of Mr. Haub, the salary and bonuses
of each of the named executive officers for the 2001 fiscal year are expected
to be less than $1,000,000 and the compensation payable to such officers
therefore should be fully deductible. With respect to Mr. Haub, it is possible
that a small portion of his bonus may not be deductible under Section 162(m)
for the 2001 fiscal year. The Company's 1994 Stock Option Plan and the 1998
Long Term Incentive and Share Award Plan have been tailored to comply with the

provisions of Section 162(m) so that amounts received upon the exercise of
options and SARs thereunder should be exempt from Section 162(m) limitations.

Compensation Committee
March 19, 2001

John Barline, Chairman
Rosemarie Baumeister
William A. Liffers
Robert L. "Sam" Wetzel

ITEM 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Acting upon the recommendation of the Audit Committee, the Board of
Directors has appointed Deloitte & Touche LLP as the Company's independent
auditors for fiscal 2001. Deloitte & Touche LLP, a firm of independent public
accountants, has served the Company's independent auditors for the past forty-
five fiscal years. Deloitte & Touche LLP will examine and report to
stockholders on the consolidated financial statements of the Company and its
subsidiaries.

Deloitte & Touche LLP will be present at the annual meeting, will be given
an opportunity to make a statement, and will be available to respond to
questions.

The Board of Directors recommends a vote FOR ratification of DELOITTE &
TOUCHE LLP.

ITEM 3--STOCKHOLDER PROPOSAL FOR A MAXIMIZE VALUE RESOLUTION

A stockholder (Mr. William Steiner, 4 Radcliff Drive, Great Neck, NY 11024,
who has owned shares of the Company's common stock with a market value of at
least $2,000 continuously for the preceding year) has notified the Company of
his intention to propose the following resolution at the Annual Meeting:

"RESOLVED that the shareholders of The Great Atlantic & Pacific Tea Company,
Inc. urge the The Great Atlantic & Pacific Tea Company, Inc. Board of
Directors to arrange for the prompt sale of The Great Atlantic & Pacific Tea
Company, Inc. to the highest bidder."

In support of the resolution, the stockholder has submitted the following
statement:

"The purpose of the Maximize Value Resolution is to give all The Great
Atlantic & Pacific Tea Company, Inc. shareholders the opportunity to send a
message to the The Great Atlantic & Pacific Tea Company, Inc. Board that they
support the prompt sale of The Great Atlantic & Pacific Tea Company, Inc. to
the highest bidder. A strong and or majority vote by the shareholders would
indicate to the board the displeasure felt by the shareholders of the
shareholder returns over many years and the drastic action that should be
taken. Even if it is approved by the majority of the The Great Atlantic &
Pacific Tea Company shares represented and entitled to vote at the annual
meeting, the Maximize Value Resolution will not be binding on the The Great
Atlantic & Pacific Tea Company, Inc. Board. The proponent however believes
that if this resolution receives substantial support from the shareholders,
the board may choose to carry out the request set forth in the resolution."

"The prompt auction of The Great Atlantic & Pacific Tea Company, Inc. should
be accomplished by any appropriate process the board chooses to adopt
including a sale to the highest bidder whether in cash, stock, or a
combination of both. It is expected that the board will uphold its fiduciary
duties to the utmost during the process."

"The proponent further believes that if the resolution is adopted, the
management and the board will interpret such adoption as a message from the
company's stockholders that it is no longer acceptable for the board to
continue with its current management plan and strategies."

The stockholder concluded, "I urge your support, vote FOR this resolution."

The Board has considered this proposal. The Board recommends a vote AGAINST
it for the following reasons:

The Board of Directors believes that this proposal is against the financial
interests of its stockholders and recommends that you vote against the
proposal.

A prompt sale of the Company to the highest bidder would not necessarily
enable stockholders to realize the true value of the Company. At times, a
company's market value can be significantly different from its intrinsic
value. The Board believes that the long term potential of the Company is
greater than the current market price.

Furthermore, an announcement that the proposal is adopted could harm the
Company's relationships with key constituents by creating uncertainty about
our ability and intention to honor vendor contracts, service customers, and
retain employees. The Company could be placed at a competitive disadvantage in
pursuing long-term contracts. In this event, sales and profits could decline
and, consequently, so might stockholder value.

The Board is elected by the stockholders and is composed of individuals
attuned to the Company's business and its industry. The Board continually
reviews and monitors the Company's business and progress consistent with its
fiduciary duties. Because the Board is in the best position to make decisions
about the Company, it should retain full discretion to consider all possible
strategic alternatives and select the best time for implementation. A mandate
for the prompt sale of the Company could seriously prejudice stockholders'
financial interests.

The Board will continue to exercise its judgment in the best interests of
the stockholders. The Board does not believe that this stockholder proposal
will maximize stockholder value.

The persons named in the enclosed form of the proxy have indicated they
intend to vote AGAINST this proposal unless directed otherwise.

The Board recommends a vote AGAINST this proposal.

STOCKHOLDER PROPOSALS

The Company will consider including a stockholder's proposal for action at
the 2002 Annual Meeting of Stockholders in the proxy material to be mailed to
its stockholders in connection with that meeting if such proposal is received
at the principal office of the Company no later than January 22, 2002. The
date, after which notice of a stockholder proposal submitted outside of the
processes of Rule 14a-8 of the Exchange Act is considered untimely, is April
7, 2002. If notice of a stockholder proposal submitted outside of the
processes of Rule 14a-8 of the Exchange Act is received by the Company after
April 7, 2002, then the proxy material to be mailed by the Company to its
stockholders in connection with the 2002 Annual Meeting of Stockholders may
confer discretionary authority to vote on such matter without any discussion
of such matter in such proxy materials.

OTHER MATTERS

No business other than that set forth in the attached Notice of Annual
Meeting is expected to come before the meeting. However, should any other
matters requiring a vote of stockholders arise, including the question of
adjourning the meeting, the persons named in the accompanying proxy will vote
thereon according to their best judgment in the interest of the Company. In
the event that any of the above-named nominees for the office of director or
the nominee for independent auditors shall withdraw or otherwise become
unavailable, the persons named as proxies may vote for other persons in their
place in the best interest of the Company.

By Order of the Board of Directors

WILLIAM P. COSTANTINI
Senior Vice President, General Counsel
& Secretary
Dated: May 22, 2001

Each person solicited by this proxy statement, including any person who on
May 21, 2001 is a beneficial owner of the Company's Common Stock, may request
a copy of the Company's annual report on Form 10-K for the last fiscal year.

Such written requests should be directed to the Secretary of the Company at
its address aforesaid.

APPENDIX

AUDIT COMMITTEE CHARTER

Organization

There shall be a Committee of the Board of Directors of The Great Atlantic &
Pacific Tea Company, Inc. (the "Company" or the "Corporation") to be known as
the Audit Committee. The Audit Committee shall be composed of three or more
directors who are independent of the management and of the Corporation and are
free of any relationship that, in the opinion of the Board of Directors, would
interfere with their exercise of independent judgement as committee members.
The Audit Committee shall comply with all applicable rules and regulations of
the Securities and Exchange Commission and the New York Stock Exchange.

Purpose

The Committee's primary purpose is to assist the Board in fulfilling its
oversight responsibilities by reviewing the financial information which will
be provided to the stockholders and others, the system of internal controls
which management and the Board of Directors have established, and the audit
process.

It is not the responsibility of the Audit Committee to plan or conduct
audits, to prepare the Company's financial statements or to determine that the
Company's financial statements conform with generally accepted accounting
principles. Management is responsible for the preparation of the Company's
financial statements and the independent auditors are responsible for auditing
those financial statements. It is also not the responsibility of the Audit
Committee to assure compliance with laws and regulations and the Company's
code of conduct. Management is responsible for assuring compliance with
applicable laws and regulations and with the Company's code of conduct.

Relationship with Independent Auditors

The Company's independent auditors are ultimately accountable to the Board
of Directors and the Audit Committee, and the Board of Directors and the Audit
Committee have the ultimate authority and responsibility to select, evaluate,
and, where appropriate, replace the independent auditors. Additionally, the
Audit Committee will:

1. Obtain from the independent auditors each year a formal written
statement delineating all relationships between auditors and the
Company;

2. Periodically engage in a dialogue with the independent auditors
regarding any disclosed relationships or services which may impact
the objectivity and independence of the auditors; and

3. Recommend that the Board of Directors take appropriate action in
response to the independent auditor's report to oversee and satisfy
itself of the auditor's independence.

Responsibilities

In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and stockholders that the
corporate accounting and reporting practices of the Corporation are in
accordance with all requirements and are of the highest quality.

In carrying out these responsibilities, the Audit Committee will:

1. Provide an open avenue of communication between the internal
auditors, the independent auditors, the Board of Directors, and
Company management.

2. Review and reassess the adequacy of the Committee's charter
annually.

3. Meet four times per year or more frequently as circumstances
require. The Committee may ask members of management or others to
attend meetings and provide pertinent information as necessary.

4. Appoint and request stockholders ratify the employment of a firm of
certified public accountants to conduct the audits of the financial
statements of the Company, and its subsidiaries, for the fiscal year
in which they are appointed.

5. Meet with the independent auditors and financial management of the
Company to review the scope and fees of the proposed audit for the
current year and the audit procedures to be utilized.

6. Review the annual financial statements of the Company prior to
submission to the Board of Directors and the Annual Report on Form
10-K prior to submission to the Securities and Exchange Commission.

7. Issue annually a report to be included in the Company's proxy
statement as required by the rules of the Securities and Exchange
Commission.

8. Review the internal audit function of the Corporation including the
independence and authority of its reporting obligations, the
proposed audit plans for the coming year, and the coordination of
such plans with the independent auditors.

9. Receive prior to each meeting, a summary of findings from completed
internal audits and a progress report on the proposed internal audit
plan, with explanations for any deviations from the original plan.

10. In order to foster open communications, provide sufficient opportunity
for the internal and independent auditors to meet with the members of
the Audit Committee without members of management present. Among the
items to be discussed in these meetings are the independent auditors'
evaluation of the Company's financial, accounting and auditing
personnel, and the cooperation that the independent auditors received
during the course of the audit.

11. Examine and consider such other matters in relation to the internal
and external audit of the Company's accounts and in relation to the
financial affairs of the Company and its books of account as the
Committee determines to be desirable or as requested by the Board of
Directors.

12. Submit the minutes of all meetings of the Audit Committee to, or
review the matters discussed at each Committee meeting with, the
Board of Directors.

13. Discuss with management, the internal auditors and the independent
auditors, the quality of and compliance with the Company's internal
controls.

May 22, 2001

Dear Stockholder:

We are pleased to send you our 2000 Annual Report and 2001 Proxy Statement. The
Annual Meeting of Stockholders will be held at 9:00 A.M. (E.D.T.) on Wednesday,
July 18, 2001 at the Hampton Inn, 4529 Highway One, Rehoboth Beach, Delaware.

If you are interested in further information about the Company, you are invited
to contact the Treasury Department at the executive offices in Montvale, New
Jersey or contact the A&P home page at www.aptea.com.`

Sincerely,

William P. Costantini
Sr. Vice President, General Counsel
& Secretary

- --------------------------------------------------------------------------------

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

PROXY - FOR THE ANNUAL MEETING - JULY 18, 2001
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

The undersigned, having received the Notice of Meeting and Proxy
Statement dated May 22, 2001, appoints CHRISTIAN HAUB, FRED CORRADO and WILLIAM
P. COSTANTINI, and each or any of them as Proxies with full power of
substitution, to represent and vote all the shares of Common Stock which the
undersigned may be entitled to vote at the Annual Meeting of Stockholders to be
held at 9:00 A.M. (EDT) July 18, 2001, at The Hampton Inn, 4529 Highway One,
Rehoboth Beach, Delaware, or at any adjournment thereof, with all powers which
the undersigned would possess if personally present.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE PROXY WILL BE
VOTED "FOR" ITEMS (1) AND (2) AND "AGAINST" ITEM (3), ALL OF SAID ITEMS BEING
MORE FULLY DESCRIBED IN THE NOTICE OF MEETING AND THE ACCOMPANYING PROXY
STATEMENT. THE UNDERSIGNED RATIFIES AND CONFIRMS ALL THAT SAID PROXIES OR THEIR
SUBSTITUTES MAY LAWFULLY DO BY VIRTUE HEREOF.

(To be signed on Reverse Side)
- --------------------------------------------------------------------------------

ANNUAL MEETING OF STOCKHOLDERS OF

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

July 18, 2001

PROXY VOTING INSTRUCTIONS

TO VOTE BY MAIL
- ---------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
- --------------------------------------------
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.

TO VOTE BY INTERNET
- -------------------
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.

YOUR CONTROL NUMBER IS > / /

Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------

Please mark your
A / X / votes as in this
example.

FOR all nominees WITHHOLD
listed at right (except Authority to
as marked to the vote all nominees Nominees: J.D. Barline
contrary below) listed at right R. Baumeister
(1) Election of F. Corrado
Directors / / / / B. Gaunt
C.W.E. Haub
H. Haub
D. Kourkoumelis
(INSTRUCTION: To withhold authority to vote for any E. Lewis
individual nominee, write that nominee's name on R.L. Nolan
the following line): M.B. Tart-Bezer

____________________________________________________

FOR AGAINST ABSTAIN

2. Election of Deloitte & Touche LLP as
independent auditors. / / / / / /
(THE DIRECTORS FAVOR A VOTE "FOR")

3. Stockholder proposal for a Maximum Value
Resolution. / / / / / /
(THE DIRECTORS FAVOR A VOTE "AGAINST")

Upon such other business as may properly come before said meeting and at any
adjournments thereof.

SIGNATURE(S):_________________________________________Date:____________________
Note:Please date and sign exactly as name appears hereon. Joint owners should
each sign. the full title or capacity of any person signing for a
corporation, partnership, trust or estate should be indicated.
- --------------------------------------------------------------------------------

Please date, sign and mail your
proxy card back as soon as possible!

ANNUAL MEETING OF STOCKHOLDERS
THE GREAT ATLANTIC &
PACIFIC TEA COMPANY, INC.

July 18, 2001

Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------

Please mark your
A / X / votes as in this
example.

____________________________________________________

FOR AGAINST ABSTAIN

2. Election of Deloitte & Touche LLP as
independent auditors. / / / / / /
(THE DIRECTORS FAVOR A VOTE "FOR")

3. Stockholder proposal for a Maximum Value
Resolution. / / / / / /
(THE DIRECTORS FAVOR A VOTE "AGAINST")

Upon such other business as may properly come before said meeting and at any
adjournments thereof.

- --------------------------------------------------------------------------------

CONFIDENTIAL VOTING INSTRUCTION FORM
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
SAVINGS PLAN
PRUDENTIAL TRUST COMPANY - TRUSTEE

I hereby direct that the voting rights pertaining to shares of The
Great Atlantic & Pacific Tea Company, Inc. held by the Trustee and allocated to
my account shall be exercised at the Annual Meeting of Stockholders of the
Company, to be held on July 18, 2001, and at any adjournment of such meeting, as
specified herein, and if no vote is specified, that such rights be exercised
"FOR" items 1 and 2 and "AGAINST" item 3.

By my signature on the reverse, I hereby acknowledge receipt of the
Notice of the Annual Meeting, the Proxy Statement of the Company dated May 22,
2001, and a copy of the Annual Report.

Please sign, date and return this form before July 12, 2001. As to
matters coming before the meeting for which no signed direction is received by
the Trustee prior to July 12, 2001, the Trustee may exercise voting rights on
your behalf in such manner as the Trustee may, in its discretion, determine.

PLEASE MARK, SIGN AND DATE ON THE REVERSE SIDE, AND RETURN IN THE
ENCLOSED ENVELOPE.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)>
- --------------------------------------------------------------------------------

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Stockholders

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

July 18, 2001

Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------

Please mark your
A / X / votes as in this
example.

FOR all nominees WITHHOLD
listed at right (except AUTHORITY to
as marked to the vote all nominees Nominees: J.D. Barline
contrary below) listed at right R. Baumeister
(1) Election of F. Corrado
Directors / / / / B. Gaunt
C.W.E. Haub
H. Haub
D. Kourkoumelis
(INSTRUCTION: To withhold authority to vote for any E. Lewis
individual nominee, write that nominee's name on R.L. Nolan
the following line): M.B. Tart-Bezer

____________________________________________________

FOR AGAINST ABSTAIN

2. Election of Deloitte & Touche LLP as
independent auditors. / / / / / /
(THE DIRECTORS FAVOR A VOTE "FOR")

3. Stockholder proposal for a Maximum Value
Resolution. / / / / / /
(THE DIRECTORS FAVOR A VOTE "AGAINST")

The Confidential Voting Instruction form represents voting rights in the
following number of equivalent shares of A & P Common Stock as of May 21, 2001.