UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ---------------------


                              Pathmark Stores, Inc.
               (Exact name of issuer as specified in its charter)

                Delaware                                    22-2879612
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                                200 Milik Street
                           Carteret, New Jersey 07008
          (Address of principal executive offices, including zip code)

               PATHMARK STORES, INC. STOCK OPTION AWARD AGREEMENT
              WITH KENNETH MARTINDALE DATED AS OF DECEMBER 14, 2005

             PATHMARK STORES, INC. RESTRICTED STOCK AWARD AGREEMENT
              WITH KENNETH MARTINDALE DATED AS OF DECEMBER 14, 2005
                            (Full title of the plans)

                     --------------------------------------

                             Marc A. Strassler, Esq.
              Senior Vice President, Secretary and General Counsel
                              Pathmark Stores, Inc.
                                200 Milik Street
                           Carteret, New Jersey 07008
                                 (732) 499-3000
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------ ---------------- ------------------ -------------------- ------------------
                                           Proposed maximum   Proposed maximum
  Title of securities      Amount to be     offering price        aggregate           Amount of
    to be registered      Registered (1)     per share (2)    offering price (2)   registration fee
------------------------ ---------------- ------------------ -------------------- ------------------
<S>                      <C>              <C>                <C>                  <C>
Common Stock, par value
$0.01 per share               700,000           $10.18            $7,126,000            $762.48
------------------------ ---------------- ------------------ -------------------- ------------------
</TABLE>

(1)   This registration statement on Form S-8 (this "Registration Statement")
      shall also cover any additional shares of Pathmark Stores, Inc. (the
      "Registrant") common stock, par value $0.01 per share (the "Common
      Stock"), that become issuable under the Pathmark Stores, Inc. Stock Option
      Award Agreement with Kenneth Martindale (the "Stock Option Agreement") or
      Restricted Stock Award Agreement with Kenneth Martindale (the "Restricted
      Stock Agreement") being registered pursuant to this Registration Statement
      by reason of any stock dividend, stock split, recapitalization or any
      other similar transaction effected without the receipt of consideration
      which results in an increase in the number of the Registrant's outstanding
      shares of Common Stock.

(2)   Based on the exercise price under the Stock Option Agreement with respect
      to 500,000 shares of Common Stock subject thereto and estimated with
      respect to 200,000 shares of Common Stock subject to the Restricted Stock
      Agreement in accordance with Rules 457(c) and 457(h) under the Securities
      Act of 1933, as amended (the "Securities Act"), solely for the purpose of
      determining the registration fee, based on the average of the high and low
      prices of the Common Stock reported on the Nasdaq National Market on
      February 2, 2006.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.     Plan Information.*

Item 2.     Registrant Information and Employee Plan Annual Information.*














---------------------
*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.


                                        2

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated as of their respective dates in
this Registration Statement by reference:

            (a) the Registrant's Annual Report on Form 10-K for the fiscal year
       ended January 29, 2005, filed with the Commission on April 19, 2005,
       pursuant to Section 13 or 15(d) of the Exchange Act of 1934, as amended
       (the "Exchange Act") which includes audited financial statements for the
       Registrant's latest fiscal year for which such statements have been filed
       and a description of the Registrant's Common Stock;

            (b) the Registrant's Quarterly Reports on Form 10-Q for the quarters
       ended April 30, July 30 and October 29, 2005, filed with the Commission
       on June 8, September 8 and December 2, 2005, respectively, pursuant to
       Section 13 or 15(d) of the Exchange Act; and

            (c) the Registrant's Current Reports on Form 8-K filed with the
       Commission on November 4, December 6, December 19, December 22 and
       December 23, 2005, and January 31, 2006, pursuant to Section 13 or 15(d)
       of the Exchange Act.

            All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement, which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in this Registration Statement or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.     Description of Securities.

            Not required.

Item 5.     Interests of Named Experts and Counsel.

            None.





                                        3

<PAGE>


Item 6.     Indemnification of Directors and Officers.

            Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides in relevant part that a Delaware corporation (like the
Registrant) may indemnify any person, including officers and directors, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, for criminal proceedings,
had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

            Article IX of the Amended and Restated Certificate of Incorporation
of the Registrant and Article VIII of the Amended and Restated By-Laws of the
Registrant provide for indemnification of the Registrant's officers and
directors to the fullest extent permitted by Section 145 of the DGCL.

            The Registrant maintains insurance on behalf of any person who is or
was one of its directors, officers, employees or agents, or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another entity against any liability asserted against him or her and incurred by
him or her in that capacity, or arising out of his or her status as such,
whether or not the Registrant would have the power or the obligation to
indemnify him or her against that liability under the provisions of the Amended
and Restated Certificate of Incorporation of the Registrant or of the Amended
and Restated By-Laws of the Registrant.

Item 7.     Exemption from Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

            See Exhibit Index beginning on page 8.





                                        4

<PAGE>


Item 9.     Undertakings.

            (a)    The undersigned Registrant hereby undertakes:

                   (1)    To file, during any period in which offers or sales
                          are being made, a post- effective amendment to this
                          Registration Statement:

                          (i)   to include any prospectus required by Section 10
                                (a)(3) of the Securities Act;

                          (ii)  to reflect in the prospectus any facts or events
                                arising after the effective date of this
                                Registration Statement (or the most recent post-
                                effective amendment thereof) which, individually
                                or in the aggregate, represent a fundamental
                                change in the information set forth in the
                                Registration Statement;

                          (iii) to include any material information with respect
                                to the plan of distribution not previously
                                disclosed in this Registration Statement or any
                                material change to such information in the
                                Registration Statement;

                   (2)    That, for the purpose of determining any liabilities
                          under the Securities Act, each such post-effective
                          amendment shall be deemed to be a new registration
                          statement relating to the securities offered therein,
                          and the offering of such securities at that time shall
                          be deemed to be the initial bona fide offering
                          thereof;

                   (3)    To remove from registration by means of a post-
                          effective amendment any of the securities being
                          registered which remain unsold at the termination of
                          the offering.

            (b)    The undersigned Registrant hereby undertakes that, for
                   purposes of determining any liability under the Securities
                   Act, each filing of the Registrant's annual report pursuant
                   to Section 13(a) or Section 15(d) of the Exchange Act (and
                   where applicable, each filing of an employee benefit plan's
                   annual report pursuant to Section 15(d) of the Exchange Act)
                   that is incorporated by reference in the registration
                   statement shall be deemed to be a new registration statement
                   relating to the securities offered therein, and the offering
                   of such securities at that time shall be deemed to be the
                   initial bona fide offering thereof.

            (c)    Insofar as indemnification for liabilities arising under the
                   Securities Act may be permitted to directors, officers and
                   controlling persons of the Registrant pursuant to the
                   foregoing provisions, or otherwise, the Registrant has been
                   advised that in the opinion of the Securities and Exchange
                   Commission such indemnification is against public policy as
                   expressed in the Act and is, therefore, unenforceable. In the
                   event that a claim for indemnification against such
                   liabilities (other than the payment by the Registrant of
                   expenses incurred or paid by a director, officer or
                   controlling person of the Registrant in the successful
                   defense of any action, suit or proceeding) is asserted by
                   such director, officer or controlling person in connection
                   with the securities being registered, the Registrant will,
                   unless in the opinion of its counsel the matter has been
                   settled by controlling precedent, submit to a court of
                   appropriate jurisdiction the question whether such
                   indemnification by it is against public policy as expressed
                   in the Securities Act and will be governed by the final
                   adjudication of such issue.


                                        5

<PAGE>


                                   SIGNATURES

            Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Carteret, State of New Jersey on January 19, 2006.



                                  PATHMARK STORES, INC.
                                  (Registrant)


                                  By: /s/ Marc A. Strassler
                                     ------------------------------------
                                  Name:  Marc A. Strassler, Esq.
                                  Title: Senior Vice President, Secretary
                                         and General Counsel



            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints each
of John T. Standley, Frank G. Vitrano and Marc A. Strassler as such person's
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, including post-effective amendments, and registrations statements
filed pursuant to Rule 462 under the Securities Act, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, and does hereby grant unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any substitute
therefor, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated as of January 19, 2006.

      Signature                               Capacity
      ---------                               --------



/s/ John T. Standley
---------------------------       Chief Executive Officer and Director
John T. Standley                  (Principal Executive Officer)



/s/ Frank G. Vitrano
---------------------------       President and Chief Financial Officer
Frank G. Vitrano                  (Principal Financial Officer)



/s/ Michael R. Duckworth
---------------------------       Director
Michael R. Duckworth



/s/ Daniel H. Fitzgerald
---------------------------       Director
Daniel H. Fitzgerald


                                        6

<PAGE>



/s/ Bruce Hartman
---------------------------       Director
Bruce Hartman



/s/ David R. Jessick
---------------------------       Director
David R. Jessick



---------------------------       Director
Larry R. Katzen



/s/ Gregory Mays
---------------------------       Director
Gregory Mays



---------------------------       Director
Sarah E. Nash



/s/ Ira Tochner
---------------------------       Director
Ira Tochner



/s/ John J. Zillmer
---------------------------       Director
John J. Zillmer



/s/ Joseph Adelhardt
-----------------------------     Senior Vice President and Controller
Joseph Adelhardt                  (Principal Accounting Officer)


                                        7

<PAGE>


                                  EXHIBIT INDEX


          Number           Title of Exhibit
          ------           ----------------

            4.1            Amended and Restated Certificate of Incorporation
                           (incorporated herein by reference to the Registrant's
                           Registration Statement on Form S-1/A (No. 33-46882),
                           filed with the Commission on October 19, 2000).

            4.2            Amended and Restated By-Laws (incorporated herein by
                           reference to the Registrant's Current Report on Form
                           8-K (Commission File No. 001-05287), filed with the
                           Commission on December 6, 2005).

            4.3            Pathmark Stores, Inc. Restricted Stock Award
                           Agreement with Kenneth Martindale dated as of
                           December 14, 2005 (incorporated herein by reference
                           to the Registrant's Current Report on Form 8-K
                           (Commission File No. 001-05287), filed with the
                           Commission on December 19, 2005.

            4.4            Pathmark Stores, Inc. Stock Option Award Agreement
                           with Kenneth Martindale dated as of December 14, 2005
                           (incorporated herein by reference to the Registrant's
                           Current Report on Form 8-K (Commission File No.
                           001-05287), filed with the Commission on December 19,
                           2005.

           *5              Opinion of Shearman & Sterling LLP.

           *23.1           Consent of Deloitte & Touche LLP.

           *23.2           Consent of Shearman & Sterling LLP (contained in
                           Exhibit 5).

           *24             Power of Attorney (included as part of the signature
                           pages to this Registration Statement).










-----------------------------
   *   Filed herewith.

                                        8
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ---------------------

                              Pathmark Stores, Inc.
               (Exact name of issuer as specified in its charter)

                Delaware                                    22-2879612
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                                200 Milik Street
                           Carteret, New Jersey 07008
          (Address of principal executive offices, including zip code)

               PATHMARK STORES, INC. STOCK OPTION AWARD AGREEMENT
              WITH KENNETH MARTINDALE DATED AS OF DECEMBER 14, 2005

             PATHMARK STORES, INC. RESTRICTED STOCK AWARD AGREEMENT
              WITH KENNETH MARTINDALE DATED AS OF DECEMBER 14, 2005
                            (Full title of the plans)

                     --------------------------------------

                             Marc A. Strassler, Esq.
              Senior Vice President, Secretary and General Counsel
                              Pathmark Stores, Inc.
                                200 Milik Street
                           Carteret, New Jersey 07008
                                 (732) 499-3000
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------ ---------------- ------------------ -------------------- ------------------
                                           Proposed maximum   Proposed maximum
  Title of securities      Amount to be     offering price        aggregate           Amount of
    to be registered      Registered (1)     per share (2)    offering price (2)   registration fee
------------------------ ---------------- ------------------ -------------------- ------------------
Common Stock, par value
$0.01 per share               700,000           $10.18            $7,126,000            $762.48
------------------------ ---------------- ------------------ -------------------- ------------------
(1)   This registration statement on Form S-8 (this "Registration Statement")
      shall also cover any additional shares of Pathmark Stores, Inc. (the
      "Registrant") common stock, par value $0.01 per share (the "Common
      Stock"), that become issuable under the Pathmark Stores, Inc. Stock Option
      Award Agreement with Kenneth Martindale (the "Stock Option Agreement") or
      Restricted Stock Award Agreement with Kenneth Martindale (the "Restricted
      Stock Agreement") being registered pursuant to this Registration Statement
      by reason of any stock dividend, stock split, recapitalization or any
      other similar transaction effected without the receipt of consideration
      which results in an increase in the number of the Registrant's outstanding
      shares of Common Stock.

(2)   Based on the exercise price under the Stock Option Agreement with respect
      to 500,000 shares of Common Stock subject thereto and estimated with
      respect to 200,000 shares of Common Stock subject to the Restricted Stock
      Agreement in accordance with Rules 457(c) and 457(h) under the Securities
      Act of 1933, as amended (the "Securities Act"), solely for the purpose of
      determining the registration fee, based on the average of the high and low
      prices of the Common Stock reported on the Nasdaq National Market on
      February 2, 2006.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*

Item 2.     Registrant Information and Employee Plan Annual Information.*

---------------------
*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated as of their respective dates in
this Registration Statement by reference:

            (a) the Registrant's Annual Report on Form 10-K for the fiscal year
       ended January 29, 2005, filed with the Commission on April 19, 2005,
       pursuant to Section 13 or 15(d) of the Exchange Act of 1934, as amended
       (the "Exchange Act") which includes audited financial statements for the
       Registrant's latest fiscal year for which such statements have been filed
       and a description of the Registrant's Common Stock;

            (b) the Registrant's Quarterly Reports on Form 10-Q for the quarters
       ended April 30, July 30 and October 29, 2005, filed with the Commission
       on June 8, September 8 and December 2, 2005, respectively, pursuant to
       Section 13 or 15(d) of the Exchange Act; and

            (c) the Registrant's Current Reports on Form 8-K filed with the
       Commission on November 4, December 6, December 19, December 22 and
       December 23, 2005, and January 31, 2006, pursuant to Section 13 or 15(d)
       of the Exchange Act.

            All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement, which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in this Registration Statement or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.     Description of Securities.

            Not required.

Item 5.     Interests of Named Experts and Counsel.

            None.

                                        3
Item 6.     Indemnification of Directors and Officers.

            Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides in relevant part that a Delaware corporation (like the
Registrant) may indemnify any person, including officers and directors, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, for criminal proceedings,
had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

            Article IX of the Amended and Restated Certificate of Incorporation
of the Registrant and Article VIII of the Amended and Restated By-Laws of the
Registrant provide for indemnification of the Registrant's officers and
directors to the fullest extent permitted by Section 145 of the DGCL.

            The Registrant maintains insurance on behalf of any person who is or
was one of its directors, officers, employees or agents, or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another entity against any liability asserted against him or her and incurred by
him or her in that capacity, or arising out of his or her status as such,
whether or not the Registrant would have the power or the obligation to
indemnify him or her against that liability under the provisions of the Amended
and Restated Certificate of Incorporation of the Registrant or of the Amended
and Restated By-Laws of the Registrant.

Item 7.     Exemption from Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

            See Exhibit Index beginning on page 8.

                                        4
Item 9.     Undertakings.

            (a)    The undersigned Registrant hereby undertakes:

                   (1)    To file, during any period in which offers or sales
                          are being made, a post- effective amendment to this
                          Registration Statement:

                          (i)   to include any prospectus required by Section 10
                                (a)(3) of the Securities Act;

                          (ii)  to reflect in the prospectus any facts or events
                                arising after the effective date of this
                                Registration Statement (or the most recent post-
                                effective amendment thereof) which, individually
                                or in the aggregate, represent a fundamental
                                change in the information set forth in the
                                Registration Statement;

                          (iii) to include any material information with respect
                                to the plan of distribution not previously
                                disclosed in this Registration Statement or any
                                material change to such information in the
                                Registration Statement;

                   (2)    That, for the purpose of determining any liabilities
                          under the Securities Act, each such post-effective
                          amendment shall be deemed to be a new registration
                          statement relating to the securities offered therein,
                          and the offering of such securities at that time shall
                          be deemed to be the initial bona fide offering
                          thereof;

                   (3)    To remove from registration by means of a post-
                          effective amendment any of the securities being
                          registered which remain unsold at the termination of
                          the offering.

            (b)    The undersigned Registrant hereby undertakes that, for
                   purposes of determining any liability under the Securities
                   Act, each filing of the Registrant's annual report pursuant
                   to Section 13(a) or Section 15(d) of the Exchange Act (and
                   where applicable, each filing of an employee benefit plan's
                   annual report pursuant to Section 15(d) of the Exchange Act)
                   that is incorporated by reference in the registration
                   statement shall be deemed to be a new registration statement
                   relating to the securities offered therein, and the offering
                   of such securities at that time shall be deemed to be the
                   initial bona fide offering thereof.

            (c)    Insofar as indemnification for liabilities arising under the
                   Securities Act may be permitted to directors, officers and
                   controlling persons of the Registrant pursuant to the
                   foregoing provisions, or otherwise, the Registrant has been
                   advised that in the opinion of the Securities and Exchange
                   Commission such indemnification is against public policy as
                   expressed in the Act and is, therefore, unenforceable. In the
                   event that a claim for indemnification against such
                   liabilities (other than the payment by the Registrant of
                   expenses incurred or paid by a director, officer or
                   controlling person of the Registrant in the successful
                   defense of any action, suit or proceeding) is asserted by
                   such director, officer or controlling person in connection
                   with the securities being registered, the Registrant will,
                   unless in the opinion of its counsel the matter has been
                   settled by controlling precedent, submit to a court of
                   appropriate jurisdiction the question whether such
                   indemnification by it is against public policy as expressed
                   in the Securities Act and will be governed by the final
                   adjudication of such issue.

                                        5
SIGNATURES

            Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Carteret, State of New Jersey on January 19, 2006.

                                  PATHMARK STORES, INC.
                                  (Registrant)

                                  By: /s/ Marc A. Strassler
                                     ------------------------------------
                                  Name:  Marc A. Strassler, Esq.
                                  Title: Senior Vice President, Secretary
                                         and General Counsel

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints each
of John T. Standley, Frank G. Vitrano and Marc A. Strassler as such person's
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, including post-effective amendments, and registrations statements
filed pursuant to Rule 462 under the Securities Act, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, and does hereby grant unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any substitute
therefor, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated as of January 19, 2006.

      Signature                               Capacity
      ---------                               --------

/s/ John T. Standley
---------------------------       Chief Executive Officer and Director
John T. Standley                  (Principal Executive Officer)

/s/ Frank G. Vitrano
---------------------------       President and Chief Financial Officer
Frank G. Vitrano                  (Principal Financial Officer)

/s/ Michael R. Duckworth
---------------------------       Director
Michael R. Duckworth

/s/ Daniel H. Fitzgerald
---------------------------       Director
Daniel H. Fitzgerald

                                        6
/s/ Bruce Hartman
---------------------------       Director
Bruce Hartman

/s/ David R. Jessick
---------------------------       Director
David R. Jessick

---------------------------       Director
Larry R. Katzen

/s/ Gregory Mays
---------------------------       Director
Gregory Mays

---------------------------       Director
Sarah E. Nash

/s/ Ira Tochner
---------------------------       Director
Ira Tochner

/s/ John J. Zillmer
---------------------------       Director
John J. Zillmer

/s/ Joseph Adelhardt
-----------------------------     Senior Vice President and Controller
Joseph Adelhardt                  (Principal Accounting Officer)

                                        7
EXHIBIT INDEX

          Number           Title of Exhibit
          ------           ----------------

            4.1            Amended and Restated Certificate of Incorporation
                           (incorporated herein by reference to the Registrant's
                           Registration Statement on Form S-1/A (No. 33-46882),
                           filed with the Commission on October 19, 2000).

            4.2            Amended and Restated By-Laws (incorporated herein by
                           reference to the Registrant's Current Report on Form
                           8-K (Commission File No. 001-05287), filed with the
                           Commission on December 6, 2005).

            4.3            Pathmark Stores, Inc. Restricted Stock Award
                           Agreement with Kenneth Martindale dated as of
                           December 14, 2005 (incorporated herein by reference
                           to the Registrant's Current Report on Form 8-K
                           (Commission File No. 001-05287), filed with the
                           Commission on December 19, 2005.

            4.4            Pathmark Stores, Inc. Stock Option Award Agreement
                           with Kenneth Martindale dated as of December 14, 2005
                           (incorporated herein by reference to the Registrant's
                           Current Report on Form 8-K (Commission File No.
                           001-05287), filed with the Commission on December 19,
                           2005.

           *5              Opinion of Shearman & Sterling LLP.

           *23.1           Consent of Deloitte & Touche LLP.

           *23.2           Consent of Shearman & Sterling LLP (contained in
                           Exhibit 5).

           *24             Power of Attorney (included as part of the signature
                           pages to this Registration Statement).

-----------------------------
   *   Filed herewith.

                                        8