As filed with the Securities and Exchange Commission on February 26, 2001
                                                      Registration No. 333-_____
================================================================================
                       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. 2000 EMPLOYEE EQUITY PLAN AND
          PATHMARK STORES, INC. 2000 NON-EMPLOYEE DIRECTORS EQUITY PLAN
                            (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)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
                                                    Proposed maximum      Proposed maximum
    Title of securities          Amount to be        offering price           aggregate              Amount of
      to be registered            registered            per share          offering price        registration fee
-----------------------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>              <C>                     <C>
Common Stock, par value               (1)                  (2)
$0.01 per share                    5,294,118               $16.09           $85,182,358.62          $21,295.59
-----------------------------------------------------------------------------------------------------------------
</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") which become issuable under either of the Registrant's 2000
         Employee Equity Plan or 2000 Non-Employee Directors Equity Plan (the
         "Plans") 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)      Estimated 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. Estimate based on the
         average of the high and low prices of the Common Stock reported on the
         Nasdaq National Market on February 21, 2001.

<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 Prospectus, filed as a part of the Registrant's
         Registration Statement on Form S-1/A (No. 333-46882), filed with the
         Commission on October 19, 2000 pursuant to Section 12 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; and

              (b) the Registrant's Quarterly Reports on Form 10-Q for the
         quarters ended April 29, 2000, July 29, 2000 and October 28, 2000,
         filed on June 13, 2000, September 12, 2000 and December 12, 2000,
         respectively.

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 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 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.

Item 6.           Indemnification of Directors and Officers.

                  (a) Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in summary, that directors and officers of
Delaware corporations such as the Registrant are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Any such indemnification may be made by the Registrant only as
authorized in each specific case upon a determination by the stockholders or
disinterested directors that indemnification is proper because the indemnitee
has met the applicable standard of conduct.

                                       3
<PAGE>

                  (b) Article 9 of the Registrant's Amended and Restated
Certificate of Incorporation and Article 8 of the Registrant's Amended and
Restated By-Laws, each provide for the indemnification of each director and
officer of the Registrant against liabilities and expenses (including legal
fees) arising from any threatened, pending or contemplated legal proceeding to
which he may be a party or with which he may become involved by reason of being
or having been an officer or director of the Registrant; provided that such
officer or director acted in good faith and in a manner reasonably believed to
be in the best interests of the Registrant and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct
was unlawful. The Registrant will not, however, indemnify such director or
officer if he or she is adjudged to be liable to the Registrant with respect to
such matter, unless and to the extent that a court determines that such person
is fairly and reasonably entitled to such expenses.

                  Such indemnification will only be made upon a determination by
a majority vote of uninterested directors, by the stockholders or, in certain
circumstances, by independent legal counsel in a written opinion that
indemnification is proper under the circumstances because such person has
satisfied the applicable standard of conduct. The Registrant may make such
payment of expenses (including legal fees) in advance of the final disposition
of such legal proceeding; provided that the director or officer delivers an
undertaking to repay such amount if he or she is ultimately found not to be
entitled to indemnification by the Registrant. The Registrant may also purchase
and maintain insurance policies under which such individuals would be insured
against liabilities resulting from their conduct when acting in their capacities
on behalf of the Registrant. Such indemnification is authorized by the
Registrant to the fullest extent permitted under the DGCL.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  See Exhibit list beginning on page 8.

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;

                                       4
<PAGE>

                      (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 the 31 day of
December, 2000.



                                    PATHMARK STORES, INC.
                                    (Registrant)


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





                                       6
<PAGE>


                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature to this Registration Statement appears below hereby constitutes and
appoints each of James L. Donald, 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 the 31 day of December, 2000.

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

/s/ James L. Donald                   Director, Chairman of the Board, President
---------------------------------     and Chief Executive Officer
James L. Donald                       (Principal Executive Officer)


/s/ Frank G. Vitrano                  Director, Executive Vice President and
---------------------------------     Chief Financial Officer
Frank G. Vitrano                      (Principal Financial Officer)


/s/ William J. Begley
---------------------------------     Director
William J. Begley

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


/s/ Eugene M. Freedman
---------------------------------     Director
Eugene M. Freedman


/s/ Robert G. Miller
---------------------------------     Director
Robert G. Miller


/s/ Steven L. Volla
---------------------------------     Director
Steven L. Volla


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



                                       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. 333-46882), filed with the Commission on October 19,
           2000).

4.2        Amended and Restated By-Laws (incorporated herein by reference to the
           Registrant's Registration Statement on Form S-1/A, (No. 333-46882),
           filed with the Commission on October 19, 2000).

*4.3       Pathmark Stores, Inc. 2000 Employee Equity Plan

*4.4       Pathmark Stores, Inc. 2000 Non-Employee Directors Equity Plan

*5         Opinion of Shearman & Sterling regarding the legality of the
           securities being offered hereby.

*23.1      Consent of Deloitte & Touche LLP, Independent Auditors.

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

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














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

                                       8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 19887}]
{"company-data": {"conformed-name": "PATHMARK STORES INC", "cik": "0000095585", "assigned-sic": "5411", "irs-number": "222879612", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56194", "film-number": "1554173"}, "business-address": {"street1": "200 MILIK STREET", "city": "CARTERET", "state": "NJ", "zip": "07008", "phone": "9084993000"}, "mail-address": {"street1": "200 MILIK STREET", "city": "CARTERET", "state": "NJ", "zip": "07008"}, "former-company": {"former-conformed-name": "SUPERMARKETS GENERAL CORP", "date-changed": "19930809"}}
As filed with the Securities and Exchange Commission on February 26, 2001
                                                      Registration No. 333-_____
================================================================================
                       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. 2000 EMPLOYEE EQUITY PLAN AND
          PATHMARK STORES, INC. 2000 NON-EMPLOYEE DIRECTORS EQUITY PLAN
                            (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            per share          offering price        registration fee
-----------------------------------------------------------------------------------------------------------------
Common Stock, par value               (1)                  (2)
$0.01 per share                    5,294,118               $16.09           $85,182,358.62          $21,295.59
-----------------------------------------------------------------------------------------------------------------
(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") which become issuable under either of the Registrant's 2000
         Employee Equity Plan or 2000 Non-Employee Directors Equity Plan (the
         "Plans") 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)      Estimated 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. Estimate based on the
         average of the high and low prices of the Common Stock reported on the
         Nasdaq National Market on February 21, 2001.
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 Prospectus, filed as a part of the Registrant's
         Registration Statement on Form S-1/A (No. 333-46882), filed with the
         Commission on October 19, 2000 pursuant to Section 12 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; and

              (b) the Registrant's Quarterly Reports on Form 10-Q for the
         quarters ended April 29, 2000, July 29, 2000 and October 28, 2000,
         filed on June 13, 2000, September 12, 2000 and December 12, 2000,
         respectively.

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 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 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.

Item 6.           Indemnification of Directors and Officers.

                  (a) Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in summary, that directors and officers of
Delaware corporations such as the Registrant are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Any such indemnification may be made by the Registrant only as
authorized in each specific case upon a determination by the stockholders or
disinterested directors that indemnification is proper because the indemnitee
has met the applicable standard of conduct.

                                       3
(b) Article 9 of the Registrant's Amended and Restated
Certificate of Incorporation and Article 8 of the Registrant's Amended and
Restated By-Laws, each provide for the indemnification of each director and
officer of the Registrant against liabilities and expenses (including legal
fees) arising from any threatened, pending or contemplated legal proceeding to
which he may be a party or with which he may become involved by reason of being
or having been an officer or director of the Registrant; provided that such
officer or director acted in good faith and in a manner reasonably believed to
be in the best interests of the Registrant and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct
was unlawful. The Registrant will not, however, indemnify such director or
officer if he or she is adjudged to be liable to the Registrant with respect to
such matter, unless and to the extent that a court determines that such person
is fairly and reasonably entitled to such expenses.

                  Such indemnification will only be made upon a determination by
a majority vote of uninterested directors, by the stockholders or, in certain
circumstances, by independent legal counsel in a written opinion that
indemnification is proper under the circumstances because such person has
satisfied the applicable standard of conduct. The Registrant may make such
payment of expenses (including legal fees) in advance of the final disposition
of such legal proceeding; provided that the director or officer delivers an
undertaking to repay such amount if he or she is ultimately found not to be
entitled to indemnification by the Registrant. The Registrant may also purchase
and maintain insurance policies under which such individuals would be insured
against liabilities resulting from their conduct when acting in their capacities
on behalf of the Registrant. Such indemnification is authorized by the
Registrant to the fullest extent permitted under the DGCL.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  See Exhibit list beginning on page 8.

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;

                                       4
(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 the 31 day of
December, 2000.

                                    PATHMARK STORES, INC.
                                    (Registrant)

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

                                       6
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature to this Registration Statement appears below hereby constitutes and
appoints each of James L. Donald, 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 the 31 day of December, 2000.

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

/s/ James L. Donald                   Director, Chairman of the Board, President
---------------------------------     and Chief Executive Officer
James L. Donald                       (Principal Executive Officer)

/s/ Frank G. Vitrano                  Director, Executive Vice President and
---------------------------------     Chief Financial Officer
Frank G. Vitrano                      (Principal Financial Officer)

/s/ William J. Begley
---------------------------------     Director
William J. Begley

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

/s/ Eugene M. Freedman
---------------------------------     Director
Eugene M. Freedman

/s/ Robert G. Miller
---------------------------------     Director
Robert G. Miller

/s/ Steven L. Volla
---------------------------------     Director
Steven L. Volla

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

                                       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. 333-46882), filed with the Commission on October 19,
           2000).

4.2        Amended and Restated By-Laws (incorporated herein by reference to the
           Registrant's Registration Statement on Form S-1/A, (No. 333-46882),
           filed with the Commission on October 19, 2000).

*4.3       Pathmark Stores, Inc. 2000 Employee Equity Plan

*4.4       Pathmark Stores, Inc. 2000 Non-Employee Directors Equity Plan

*5         Opinion of Shearman & Sterling regarding the legality of the
           securities being offered hereby.

*23.1      Consent of Deloitte & Touche LLP, Independent Auditors.

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

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

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

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