GREAT ATLANTIC & PACIFIC TEA CO INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>




                                              Exhibit 10



     Separation  and  Release Agreement, dated  as  May  12,
     2000,  by  and  between Aaron Malinsky  and  The  Great
     Atlantic & Pacific Tea Company, Inc. (the "Agreement")


     This  will confirm our understandings with respect  to  your
resignation from employment with The Great Atlantic & Pacific Tea
Company, Inc., which is effective May 12, 2000. As of that  date,
all  rights,  privileges and entitlements as an  active  employee
cease,  subject  only  to the provisions hereinafter  set  forth.
Your resignation from employment includes your resignation as  an
officer  and director of the Company and any of its subsidiaries,
effective  the  same  date,  and is  an  integral  part  of  this
Agreement.

     In return for your general release which is set forth below,
the Company will (a) provide you with salary continuation at your
current  salary through May 11, 2001, (b) provide you and covered
members  of  your  family with Company Executive  Medical  Health
benefits  currently enjoyed by you (including  the  non-executive
prescription  drug  coverage)  through  May  11,  2001,  and  (c)
continue at its expense your life insurance coverage through  the
annual  term  ending November 27, 2000; provided,  however,  that
such salary continuation and medical benefit coverage shall cease
immediately if you obtain employment with a company that owns  or
operates supermarkets in any geographic area in which the Company
operates,  or  if  you  take actions or  provide  services  which
reasonably   and  proximately  may  become  to  the   competitive
detriment  of  the Company.  Any COBRA entitlements  will  follow
thereafter.  You acknowledge that, as per the provisions  of  its
terms,  by  resigning your employment, you forfeit the Restricted
Stock  Grant  of  20,000 shares dated as of July  14,  1998.  Any
unexercised   options  (including  but  not  limited   to   Stock
Appreciation  Rights, Non-Qualified Stock Options  and  Incentive
Stock  Options)  are  not  affected by  this  Agreement  and  are
governed  by  the  terms and conditions of  the  grants  of  such
options.   Through July 15, 2000, you many continue  to  use  the
Cadillac  automobile  (company car) which the  company  has  made
available  to  you, at your own expense for operating  costs  and
ordinary  maintenance and subject to the terms of  the  Company's
auto  driver policy.  On or before July 15, 2000 you will  return
the  company car to the Company. The provisions of this Agreement
exceed anything to which you are otherwise entitled by reason  of
your  having been employed by or separated from the Company prior
to  execution of this Separation and Release Agreement (expressly
including  without  limitation  an unexecuted,  draft  Employment
Agreement dated February 1, 2000, which is hereby revoked).

     The  foregoing  consideration,  together  with  the  further
release  from the Company recited herein, is given in return  for
your  discharge  and  release  of all  claims,  obligations,  and
demands  which  you  have, ever had, or in the  future  may  have
against  The Great Atlantic & Pacific Tea Company, Inc.,  any  of
its  parents, subsidiaries or affiliated entities and any of  its
or  their officers, directors, employees, agents, predecessors or
successors  (collectively,  the  "Company")  arising  out  of  or
related  to your employment with and separation from the Company,
including, but not limited to, any and all claims under Title VII
of  the  Civil Rights Act of 1964, the Civil Rights Act of  1991,
the  Age  Discrimination in Employment Act  ("ADEA"),  the  Older
Workers  Benefit Protection Act, the Americans with  Disabilities
Act,  the Employment Retirement Income Security Act of 1974,  the
Family  and Medical Leave Act, the Equal Pay Act, the Fair  Labor
Standards Act, each and every state or local variation  of  these
federal  laws  including without limitation the  New  York  State
Human Rights Law, the New York Whistleblower Protection Law,  the
New  York  City  Human  Rights Law, the New  Jersey  Law  Against
Discrimination, the New Jersey Family Leave Act, the  New  Jersey
Conscientious  Employee Protection Act, and  any  and  all  other
applicable  federal,  state, and local fair employment  practices
laws, individual or constitutional rights, wage or discrimination
laws,  and  any and all claims for breach of contract or  implied
contract,  constructive or wrongful discharge, or for negligence,
retaliation  and all torts, and any and all claims for  attorneys
fees.

     As  to any claims against you for matters arising out of and
within  the  scope of your employment, the Company will  release,
defend,  indemnify  and hold you harmless from  and  against  any
loss,  cost,  claim, damage, judgment and expense; provided  only
that  you  will  provide reasonable cooperation  in  the  defense
thereof  and will give prompt notice to the Company of  any  such
claims brought by a third party.

     The  foregoing releases shall not affect any subsequent acts
giving  rise  to claims thereafter.  Excluded from the  foregoing
releases  are any claims which by law cannot be waived; provided,
however, while you cannot waive your right to file a charge  with
or   participate  in  an  investigation  conducted   by   certain
government agencies, you are waiving and releasing your claim  or
right  to  any monetary recovery should any agency (such  as  the
Equal  Employment Opportunity Commission) pursue  any  claims  on
your behalf.

     This  Agreement  contains  and  constitutes  the  full   and
complete understanding and agreement between you and the Company.
The  Company  and you each understand and agree that by  entering
into  this Agreement, neither the Company nor you understand  and
agree  that  is  admitting violating any  legal  right,  duty  or
entitlement.   This  Agreement shall not be amended  or  modified
except  by  a  writing  subscribed by the parties  hereto.   This
Agreement will be governed by and interpreted in accordance  with
the laws of the State of New Jersey.

     The Company advises you to consult with an attorney prior to
executing  this  Agreement.   By executing  this  Agreement,  you
acknowledge  that  (a) you have been provided an  opportunity  to
consult  with  an  attorney  or  other  advisor  of  your  choice
regarding the terms of this Agreement, (b) this is a final  offer
and you have been given twenty-one (21) days in which to consider
whether  you  wish  to enter into this Agreement,  (c)  you  have
elected to enter this Agreement knowingly and voluntarily and (d)
if  you do so within fewer than 21 days from receipt of the final
document  you have knowingly and voluntarily waived the remaining
time.   The  Company reserves the right reasonably to  change  or
revoke this Agreement prior to your execution hereof.

     This   Separation  and  Release  Agreement  shall  be  fully
effective  and  binding upon all parties hereto immediately  upon
execution  by  you and the Company; provided, however,  you  have
seven  (7)  days  following your execution of this  Agreement  to
change  your  mind.   You may revoke the Agreement  during  those
seven days by mailing or delivering a letter of revocation to the
Legal  Department, attention Mary Ellen Offer,  Esq.,  The  Great
Atlantic  & Pacific Tea Company, Inc., 2 Paragon Drive, Montvale,
New Jersey 07645.  Such a letter must be signed and received,  or
postmarked, no later than the seventh day after the date on which
you signed the Separation and Release Agreement.

      You  further covenant not to contest the validity  of  this
release after the expiration of the revocation period. Therefore,
you  agree  that  if  you  nonetheless should  pursue  litigation
against  the Company involving any matter covered and/or released
hereby,  you first will restore to the Company the full value  of
all  consideration you have received and waive any to  which  you
are  still  entitled hereunder and you shall be  liable  for  the
Company's costs and attorneys' fees incidental to defending  such
legal action.  Finally, should any provision of this Agreement be
found by a court of competent jurisdiction to be unenforceable in
whole  or in part, the remainder of this Agreement shall  not  be
affected thereby and shall remain in full force and effect.

      If  this  is  in  accordance  with  our  understanding  and
agreement, please sign, have notarized and return to my attention
the enclosed copy, which shall evidence our binding agreement.



THE GREAT ATLANTIC & PACIFIC            Agreed and Accepted:
TEA COMPANY, INC.



By: ____________________________        ________________________
       LAURANE MAGLIARI                 AARON MALINSKY
       Sr. Vice President,
       People Resources & Services


               Sworn to before me this
               _____ day of _____________, 2000.


               Dated: ___________________
                    ______________________________
                         Notary Public


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