ITEM 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

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 April 30, 2004, The Great Atlantic & Pacific Tea Company, Inc. issued a press release announcing its financial results for the fiscal 2003 fourth quarter and annual results for the 13 and 53 weeks ended February 28, 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 “ongoing operating earnings,” “ongoing operating loss” and “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 “ongoing operating earnings” and “ongoing operating loss” measures reflect what the Company’s earnings would have been excluding certain identified major items, which the Company believes are of a non-operating or one-time nature. 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 “ongoing operating earnings” and “ongoing operating loss” are reconciled to reported earnings on Schedules 4 and 5 of the release and EBITDA is reconciled to Net Cash provided by Operating Activities on Schedules 4 and 5 of the release.