Item 2.01 Completion of Acquisition or Disposition of Assets.

          On December 3, 2007, The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the “Company”), completed the acquisition of Pathmark Stores, Inc., a Delaware corporation (“Pathmark”) pursuant to that certain Agreement and Plan of Merger dated as of March 4, 2007 (the “Merger Agreement”). The acquisition was effected by the merger (the “Merger”) of Sand Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Company, with and into Pathmark, with Pathmark continuing as the surviving corporation and a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of Pathmark common stock was converted into the right to receive $9.00 in cash and 0.12963 shares of Company common stock. The Merger Agreement was previously filed as Exhibit 2.1 to the Form 8-K filed by the Company on March 5, 2007.

          To finance the Merger, the Company used the proceeds from the sale of its holdings of Metro inc. shares and borrowings made under a new ABL Credit Agreement and its Bridge Loan Facility entered into pursuant to that certain Commitment Letter, dated March 4, 2007, as supplemented by Commitment Waivers dated November 5, 2007. As previously disclosed, the Company expects to refinance any amounts borrowed under the Bridge Loan Facility to close the Merger through the proceeds of an offering of senior secured notes, a convertible debt offering, or a combination thereof.

          In connection with the Merger, a notice of redemption was given to holders of Pathmark’s 8 ¾% Senior Subordinated Notes due 2012 (the “Pathmark Notes”), whereby Pathmark will redeem on February 1, 2008 all of the Pathmark Notes that were outstanding on December 3, 2007, and Pathmark’s obligations under the Indenture governing the Pathmark Notes has been discharged.

          Effective upon the completion of the Merger on December 3, 2007, Gregory Mays was appointed to the Board of Directors (the “Board”) of the Company. He will serve in his capacity as a director until the next annual meeting of the Company’s shareholders and will be nominated for election to the Board at that shareholder meeting.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

          On December 3, 2007, in accordance with the Stockholder Agreement dated March 4, 2007, between the Company and Tengelmann Warenhandelsgesellschaft KG, the Company’s Bylaws were amended and restated. The amended and restated By-Laws are filed herewith as Exhibit 3.2.

Item 8.01. Other Events.

          On December 3, 2007, The Company issued a press release entitled “A&P, Pathmark Complete Merger Transaction”, attached hereto as Exhibit 99.1 and incorporated herein by reference.