<SEQUENCE>10

<FILENAME>ex14codeofethics.txt

<DESCRIPTION>CODE OF BUSINESS CONDUCT AND ETHICS

<TEXT>





                                      CODE

                                       of

                                BUSINESS CONDUCT

                                       and

                                     ETHICS







                                   THE GREAT

                               ATLANTIC & PACIFIC

                               TEA COMPANY, INC.









To my fellow directors, officers and employees:





                  As our Company continues to move along into the third

millennium, it is important that we work to maintain our reputation for quality,

fairness and honesty. That reputation has been built over many years, and is one

we believe must be preserved at all costs.



                  We reinforced our commitment to our fine reputation by

articulating and publishing our core values. Our core values reflect and guide

the way we do business. Very simply, our core values include integrity, respect

for all and the pursuit of excellence in everything we do.



                  The ethical conduct of companies continues to receive great

attention from the government, the press and the public. We must continue to

conduct our business in an ethical manner and welcome such scrutiny.



                  To assist you in this effort we have set down some guidelines

in this Code of Business Conduct and Ethics. These guidelines apply to many of

our everyday activities, including buying practices, record keeping, safety

practices and the like.



                  Fair and honest behavior is a matter of spirit and attitude,

and no written code of conduct can anticipate every situation that may arise in

a vigorous business environment. We need to put our core values into practice

every day, and the best way to do that is through personal example and by

reporting events which are not in the spirit of our core values.







                               Eric Claus

                               President and Chief Executive Officer

                               The Great Atlantic & Pacific Tea Company, Inc.





















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                                TABLE OF CONTENTS

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                                                                                                               Page



      GENERAL STATEMENT.......................................................................................4



      HOW TO REPORT YOUR CONCERNS.............................................................................5



      CONFLICTS OF INTEREST...................................................................................6

         Financial & Business Interests.......................................................................6

         Investments..........................................................................................6

         Corporate Opportunities..............................................................................6

         Protection and Proper Use of Company's Assets .......................................................6

         Company Loans .......................................................................................6

         Relationships with Suppliers.........................................................................7

         Fair Dealing.........................................................................................7

         Premiums and Prizes..................................................................................7

         Samples..............................................................................................7

         Gifts, Gratuities and Entertainment..................................................................7



      REPORTING, RELEASE OF INFORMATION AND CONFIDENTIALITY...................................................8

         Record Keeping.......................................................................................8

         Public Company Reporting.............................................................................8

         Confidentiality......................................................................................8



      RELATIONSHIPS WITH OUTSIDE OFFICIALS....................................................................9

         Political Contributions and Involvement..............................................................9

         Bribes and Undue Influence...........................................................................9



      COMPLIANCE WITH LAWS, RULES AND REGULATIONS.............................................................9

         Antitrust Laws.......................................................................................9

         Accounting Requirements..............................................................................9

         EEO and Discrimination Laws.........................................................................10

         Securities Laws.....................................................................................10

         Intellectual Property...............................................................................10



      PROTECTING OUR ENVIRONMENT.............................................................................10



      SAFETY.................................................................................................10



      AMENDMENT, MODIFICATION AND WAIVER....................................................................11





</TABLE>





<PAGE>







GENERAL STATEMENT



                  The Great Atlantic & Pacific Tea Company, Inc. ("A&P") and its

family of companies (collectively "the Company") is committed to integrity in

the conduct of its business and requires that all directors, officers and

employees (collectively, "representatives" and each, a "representative") perform

their duties in a manner which is legally, ethically and morally unreproachable.

Reflecting our core values, the Company's standards are high: simply complying

with laws or following widespread business practices may be insufficient. It is

therefore crucial that each director, officer and employee read and understand

the information herein presented.



                  It is the responsibility of each director, officer and

employee of the Company to conduct himself or herself in a manner that will

reflect our core values and support and maintain the Company's reputation. As

representatives of the Company, it is essential that the actions of Company

representatives comply with applicable legal requirements and ethical standards.

It is likewise important that no actions taken by Company representatives appear

to others to be inconsistent with that standard. In every case, each director,

officer or employee should ask himself or herself if the conduct being

contemplated would comply with our core values and with Company policies and

would withstand public disclosure and scrutiny. By doing business in this

manner, we can insure the respect of our customers, suppliers, stockholders,

neighbors and government.



                  This Code of Business Conduct and Ethics (the "Code of

Conduct") describes certain ethical principles the Company has set for the

conduct of its business, and outlines certain key legal requirements of which

all Company representatives should be generally aware and with which all must

comply. The principles set forth herein apply to all directors, officers and

employees of the Company and are designed to deter wrongdoing and to promote

honest and ethical conduct. Adherence to the principles set forth herein is a

condition of employment. It is important to note that a violation of the Code of

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