SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  JULY 23, 2004
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

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                          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   (COMMISSION FILE NUMBER)   (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                              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)


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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


(c). Exhibits.

         Exhibit 99.1     Press Release of The Great Atlantic & Pacific Tea
                          Company, dated July 23, 2004.


ITEM 9. REGULATION FD DISCLOSURE


In accordance with SEC Release No. 33-8216, the information contained herein and
in the accompanying exhibit is being furnished under Item 12, "Results of
Operations and Financial Condition." This information shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.

On July 23, 2004, The Great Atlantic & Pacific Tea Company, Inc. issued a press
release announcing its financial results for the fiscal 2004 first quarter ended
June 19, 2004. A copy of the press release is attached as Exhibit 99.1 to this
Current Report.

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." Management believes that the
use of such non-GAAP financial measures enables the Company to convey a useful
and informative financial picture to investors. The non-GAAP measure "EBITDA"
reflects a measure that the Company believes is of interest to investors. As
required by the Securities and Exchange Commission, the EBITDA is reconciled to
Net Cash provided by Operating Activities on Schedule 1 of the release.





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                        THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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


Dated: July 23, 2004





                                  EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION
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  99.1         Press Release dated July 23, 2004