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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 [Fee Required]. For the fiscal year ended July 27,
1996.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 [Fee Required] for the transition period from
____________ to _____________.

Commission file Number 0-2633

VILLAGE SUPER MARKET, INC.
(Exact name of registrant as specified in its charter)

New Jersey 22-1576170
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

733 Mountain Avenue, Springfield, New Jersey 07081
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (201)-467-2200

Securities registered pursuant of Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
None None

Securities registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, NO PAR VALUE
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No___.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]

The aggregate market value of the Class A common stock of Village Super
Market, Inc. held by non-affiliates was approximately $10,399,322 and the
aggregate market value of the Class B common stock held by non-affiliates was
approximately $1,764,507 (based upon the closing price of the Class A shares
on the Over the Counter Market on October 9, 1996). There are no other classes
of voting stock outstanding.

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of latest practicable date.


Outstanding at
Class October 23, 1996

Class A common stock, no par value 1,315,800 Shares
Class B common stock, no par value 1,594,076 Shares


DOCUMENTS INCORPORATED BY REFERENCE
Information contained in the 1996 Annual Report to Shareholders and the 1996
definitive Proxy Statement to be filed with the Commission and delivered to
security holders in connection with the Annual Meeting scheduled to be held
on December 6, 1996 are incorporated by reference into this Form 10-K at Part
II, Items 5, 6, 7 and 8 and Part III.

Part I

ITEM I. BUSINESS

GENERAL

The Company operates a chain of 21 ShopRite supermarkets, 15 of which
are located in northern New Jersey, 1 of which is in northeastern
Pennsylvania and 5 of which are in the southern shore area of New Jersey.
In addition, the Company operates two former ShopRite stores under a
"Village Market" format as described below. The Company is a member in
Wakefern Food Corporation ("Wakefern"), the nation's largest retailer owned
food cooperative and owner of the ShopRite name. This relationship provides
the Company many of the economies of scale in purchasing, distribution and
advertising associated with chains of greater size and geographic reach.

The Company believes that the regional nature of its business and the
continuity of its management under the leadership of its founding family have
permitted the Company to operate with greater flexibility and responsiveness
to the demographic characteristics of the communities served by its stores.

The Company seeks to generate high sales volume by offering a wide
variety of high quality products at consistently low prices. The Company
attempts to efficiently utilize its selling space, gives continuing attention
to the decor and format of its stores and tailors each store's product mix to
the preferences of the local community. The Company concentrates on
development of superstores, which, in addition to their larger size (an
average of 50,000 total square feet, including office and storage space,
compared with an average of 30,000 total square feet for conventional super-
markets), feature such higher margin specialty service departments as an
on-site bakery, an expanded delicatessen including prepared foods, a fresh
seafood section and, in most cases, a prescription pharmacy. Superstores
also offer an expanded selection of higher margin non-food items such as
cut flowers, health and beauty aids, greeting cards, video cassette
rentals and small appliances. Two superstores also include a warehouse section
featuring products in giant sizes. The following table shows the percentage
of the Company's sales allocable to various product categories during each
of the periods indicated as well as the number of the Company's superstores and
percentage of selling square feet allocable to these stores during each of
these periods:


Product Categories Fiscal Year Ended In July

1994 1995 1996

Groceries 44.0% 44.1% 43.8%
Dairy and Frozen 15.7 15.6 15.6
Meats 11.1 10.6 10.3
Non-Foods 9.2 9.5 9.8
Produce 9.3 9.6 9.8
Delicatessen 4.1 4.1 4.3
Seafood 1.9 1.9 1.9
Pharmacy 2.8 2.9 2.9
Bakery 1.6 1.6 1.5
Other .3 .1 .1
100.0% 100.0% 100.0%


Number of superstores 18 19 19
Selling square feet
represented by superstores 82% 88% 88%


Because of increased size and broader product mix, a superstore can
satisfy a greater percentage of a customer's weekly shopping needs and, as a
result, the typical superstore generally has a higher volume of sales per
square foot and sales per customer than a conventional supermarket. In
addition, because of their greater total sales volume and increased
percentage of their sales allocable to higher margin items, superstores
generally operate more profitably than conventional supermarkets.

A variety of factors affect the profitability of each of the Company's
stores including local competitors, size, access and parking, lease terms,
management supervision, and the strength of the ShopRite trademark in the
local community. The Company continually evaluates individual stores to
decide whether they should be closed. Accordingly, the Orange, Maplewood,
Kingston, Morristown and Easton stores have been closed since December 1991.
In addition, two stores were converted to a "Village Market" format designed
to reduce costs and increase margins in lower volume locations.

The Company operates a separate liquor store adjacent to one Company
supermarket.

DEVELOPMENT AND EXPANSION

The Company is engaged in a continuing program to upgrade and expand
its supermarket chain. This program has included major store remodelings as
well as the opening or acquisition of additional stores. When remodeling,
the Company has sought, whenever possible, to increase the amount of selling
space in its stores and, where feasible within existing site limitations, to
convert conventional supermarkets to superstores. The Company completed one
major expansion and remodel in fiscal 1996. The Company has budgeted
$17,000,000 for capital expenditures in fiscal 1997. The major planned
expenditures are the expansion and remodel of the Livingston, Chester and
Stroudsburg stores and the acquisition of property for a future store.

In the last five years, the Company has added one new store and
completed five remodels. The Company's goal has been to open an average of
one new superstore and conduct a major remodel of one store each year.
However, because of delays associated with increased governmental
regulations, including sewage moratoriums and environmental cleanup
regulations effecting sites, the Company has been unable to open the desired
number of new stores. Additional store remodelings and sites for new stores
are in various stages of development. The Company will also consider
additional acquisitions should appropriate opportunities arise.

WAKEFERN

The Company is the second largest member of Wakefern (owning 16.5% of
Wakefern's outstanding stock) and two of the Company's principal shareholders
were founders of Wakefern. Wakefern, which was organized in 1946, is the
nation's largest retailer-owned food cooperative. There are presently 37
individual member companies and 188 supermarkets which comprise the Wakefern
cooperative. Only Wakefern and member companies are entitled to use the
ShopRite name and trademark, purchase their product requirement and
participate in ShopRite advertising and promotional programs and its
computerized purchasing, warehousing and distribution services.

The principal benefits to the Company from its relationship with
Wakefern are the use of the ShopRite name and trademark, volume purchasing,
ShopRite private label products, distribution and warehousing on a
cooperative basis, and ShopRite advertising and promotional programs. The
Company believes that the ShopRite name is widely recognized by its customers
and is a factor in those customers' decisions about where to shop. In
addition, Wakefern can purchase large quantities and varieties of products at
favorable prices which it can then pass on to its members. These benefits
are important to the Company's success.

Wakefern distributes as a "patronage dividend" to each of its
stockholders a share of the earnings of Wakefern in proportion to the dollar
volume of business done by the stockholder with Wakefern during each fiscal
year.

While Wakefern has a substantial professional staff, it operates as a
member cooperative. Executives of most members make contributions of time to
the business of Wakefern. Senior executives of the Company spend a
significant amount of their time working on various Wakefern committees which
oversee and direct Wakefern purchases and other programs.

Most of the Company's advertising is developed and placed by Wakefern's
professional advertising staff. Wakefern is responsible for all television,
radio and major newspaper advertisements. Wakefern bills its members by
various formulas which distribute advertising costs in accordance with the
estimated proportional benefits to each member from such advertising. The
Company also places Wakefern developed materials with local newspapers.

Wakefern operates warehouses and distribution facilities in Elizabeth,
New Jersey; Dayton, New Jersey; Wallkill, New York; and South Brunswick, New
Jersey. Each member is obligated to purchase from Wakefern a minimum of 85%
of its requirements for products offered by Wakefern until ten years from the
date that stockholders representing 75% of Wakefern sales notify Wakefern
that those stockholders request the Wakefern Stockholder Agreement be
terminated. If this purchase obligation is not met, the member is required to
pay Wakefern's profit contribution shortfall attributable to this failure.
This agreement also makes unapproved changes in control of the Company and
sale of the Company or of individual Company stores, except to a qualified
successor, financially prohibitive by requiring the Company in such cases
to pay Wakefern a profit contribution shortfall attributable to the sale
of store or change in control. Such payments were waived by Wakefern in
connection with sale of the Orange, Maplewood, Kingston and Morristown
stores. A "qualified successor" must be or agree to become a member of
Wakefern and may not own or operate any supermarket other than ShopRite
supermarkets, in the states of New York, New Jersey, Pennsylvania,
Delaware, Maryland, Virginia, Connecticut, Massachusetts, Rhode Island,
Vermont, New Hampshire, Maine or the District of Columbia or own or
operate more than 25 ShopRite supermarkets in any other locations in the
United States.

Wakefern, under circumstances specified in its bylaws, may refuse to
sell merchandise to, and may repurchase the Wakefern stock of, any member.
Such circumstances include certain unapproved transfers by a member of its
supermarket business or its capital stock in Wakefern, unapproved
acquisition by a member of certain supermarket or grocery wholesale supply
businesses, the material breach by a member of any provision of the bylaws of
Wakefern or any agreement with Wakefern or determination by Wakefern that the
continued supplying of merchandise or services to such member would adversely
effect Wakefern.

Any material change in Wakefern's method of operation or a termination
or material modification of the Company's relationship with Wakefern
following expiration of the above agreements or otherwise (none of which are
contemplated or considered likely) might have an adverse impact on the
conduct of the Company's business and could involve additional expense for
the Company. The failure of any Wakefern member to fulfill its obligations
under these agreements or a member's insolvency or withdrawal from Wakefern
could result in increased costs to remaining members.

Wakefern owns and operates 18 supermarkets. The Company believes that
Wakefern may consider purchasing additional stores in the future from
non-members and from existing members who may desire to sell their stores for
financial, estate planning or other reasons. The Company also understands
that Wakefern may consider opening and operating new ShopRite supermarkets as
well.

Wakefern does not prescribe geographical franchise areas to its members.
The specific locations at which the Company, other members of Wakefern or
Wakefern itself may open new units under the ShopRite name are, however,
subject to the approval of Wakefern's Site Development Committee. This
committee is composed of persons who are not employees or members of Wakefern
and from whose decision to deny a site application may be appealed to the
Wakefern Board of Directors. Wakefern assists its members in their site
selection by providing appropriate demographic data, volume projections and
projections of the impact of the proposed market on existing member
supermarkets in the area.

Each member's Wakefern stock (including the Company's) is pledged to
Wakefern to secure all of that member's obligations to Wakefern. Moreover,
every owner of 5% or more of the voting stock of a member (including five
members of the Sumas family) must personally guarantee prompt payment of all
amounts due Wakefern from that member. Wakefern does not own any securities
of the Company or its subsidiaries.

Each of Wakefern's members is required to make capital contributions to
Wakefern based on the number of stores operated by that member (and to a
limited extent the sales volume generated by those stores). As additional
stores are opened or acquired by a member (including the Company), additional
capital must be contributed by it to Wakefern. On occasion, as its business
needs have required, Wakefern has increased the per-store capital
contributions required of its members. Wakefern has in the past permitted
these increases in required capital to be paid in installments over a period
of time. The Company is required to invest approximately $467,000 over
approximately the next two years.

TECHNOLOGY

The Company considers automation and computerization important to its
operations and competitive position. All stores have scanning checkout
systems that improve pricing accuracy, enhance productivity and reduce
checkout time for customers. Over the last several years, the company
installed IBM RS/6000 computers and satellite communications in each store.
Using the RS/6000 system, the Company offers customers debit and credit card
payment options in all stores. In addition, the Company is utilizing a
computer generated ordering system, which is designed to reduce
inventory levels in out-of-stock conditions, enhance shelf space utilization,
and reduce labor costs.

The Company's commitment to advanced scanning systems has enabled it to
participate in Price Plus, ShopRite's preferred customer program. Customers
receive electronic discounts by presenting a scannable Price Plus card. In
addition, the Company began using Clip Less coupons in 1994. Customers need
only present their Price Plus card to receive the value of our in-ad coupons.

The Company utilizes a direct store delivery system, consisting of
personal computers and hand held scanners, for most items not purchased
through Wakefern in order to provide equivalent cost and retail price
control over these products. In addition, certain in-store department
records are computerized, including the records of all pharmacy departments.
In certain stores, meat, seafood and delicatessen prices are maintained on
computer for automatic weighing and pricing. Furthermore, all stores have
computerized time and attendance systems and most also have computerized energy
management systems. The Company seeks to design its stores to use energy
efficiently, including recycling waste heat generated by refrigeration
equipment for heating and other purposes.

COMPETITION

The supermarket business is highly competitive. Industry profit
margins are narrow, consequently earnings are dependent on high sales volume
and operating efficiency. The Company is in direct competition with
national, regional and local chains as well as independent supermarkets,
warehouse clubs, drug stores, discount department stores and convenience
stores. The principal methods of competition utilized by the Company are low
pricing, courteous, quick service to the customer, quality products and
consistent availability of a wide variety of merchandise including the
ShopRite private label. The Company believes its focus and the continuity
of its management by the Sumas family permit it to operate with greater
flexibility in tailoring the products offered in each store to the
demographics of the communities they serve as compared to national and
larger regional chains. The Company's principle competitors are Pathmark,
A&P, Foodtown, Edwards, King's, Grand Union and Acme. Many of the Company's
competitors have financial resources substantially greater than those of
the Company.

LABOR

As of October 7, 1996, the Company employed approximately 3,740 persons,
of whom approximately 2,380 worked part-time. Approximately 83% of the
Company's employees are covered by collective bargaining agreements. The
Company was affected by a labor dispute with its largest union in fiscal 1993
which was settled with a new four year contract. That contract and one other
contract expire in fiscal 1997. Most of the Company's competitors in New
Jersey are similarly unionized.

REGULATORY ENVIRONMENT

While the Company must secure a variety of health and food distribution
permits for the conduct of its business, it does not believe that such
regulation is material to its operations. The Company's pharmacy departments
are subject to state regulation and licensed pharmacists must be on duty at
all times. The Company's liquor operation is also subject to regulation by
state and municipal administrative authorities. The Company does not
presently anticipate expanding its liquor operations. Compliance with
statutes regulating the discharge of materials into the environment is not
expected to have a material effect on capital expenditures, earnings, and
competitive position in fiscal 1997 and 1998.

ITEM 2. PROPERTIES

The Company owns the sites of five of its supermarkets (containing
330,000 square feet of total space), all of which are free-standing stores,
except the Egg Harbor store, which is part of a shopping center. The Company
also owns the site of the former Easton store which is currently being
marketed. The remaining eighteen supermarkets (containing 800,000 square feet
of total space) are leased, with initial lease terms generally ranging from
20 to 30 years, usually with renewal options. Eleven of these leased stores
are located in strip shopping centers and the remaining seven are free-
standing stores. Except with respect to one lease between the Company and
certain related parties, none of the Company's leases expire before 2001.
The annual rent, including capitalized leases, for all of the Company's
leased facilities for the year ended July 27, 1996 was approximately
$5,920,000. The Company is a limited partner in two partnerships, each of
which owns a shopping center in which one of the Company's leased
supermarkets is located. The Company also is a general partner in a
general partnership that is a lessor of one of the Company's free-standing
supermarkets.

ITEM 3. LEGAL PROCEEDINGS

No material legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters submitted to shareholders in the fourth quarter.

ITEM X. EXECUTIVE OFFICERS OF THE REGISTRANT

In addition to the information regarding directors incorporated by
reference to the Company's definitive Proxy Statement in Part III, Item 10,
the following is provided with respect to executive officers who are not
directors:

NAME AGE POSITION WITH THE COMPANY

Carol Lawton 53 Vice President and Assistant Secretary since
1983; responsible for administration of
headquarters staff.

Frank Sauro 38 General Counsel since April 1988.
Mr. Sauro is a member of the New Jersey Bar.

Kevin Begley 38 Chief Financial Officer since December 1988.
Mr. Begley is a Certified Public Accountant.


PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
HOLDER MATTERS

The information required by this Item is incorporated by reference
from Information appearing on Page 16 in the Company's Annual Report to
Shareholders for the fiscal year ended July 27, 1996.

ITEM 6. SELECTED FINANCIAL DATA

The information required by this Item is incorporated by reference
from Information appearing on Page 3 in the Company's Annual Report to
Shareholders for the fiscal year ended July 27, 1996.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The information required by this Item is incorporated by reference
from Information appearing on Pages 4 and 5 in the Company's Annual Report to
Shareholders for the fiscal year ended July 27, 1996.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is incorporated by reference
from Information appearing on Page 3 and Pages 6 to 16 in the Company's
Annual Report to Shareholders for the fiscal year ended July 27, 1996.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item 10 is incorporated by reference
from the Company's definitive Proxy Statement to be filed on or before
November 5, 1996, in connection with its Annual Meeting scheduled to be held
on December 6, 1996.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by reference
from the Company's definitive Proxy Statement to be filed on or before
November 5, 1996, in connection with its Annual Meeting scheduled to be held
on December 6, 1996.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item 12 is incorporated by reference
from the Company's definitive Proxy Statement to be filed on or before
November 5, 1996, in connection with its annual meeting scheduled to be held
on December 6, 1996.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item 13 is incorporated by reference
from the Company's definitive Proxy Statement to be filed on or before
November 5, 1996, in connection with its annual meeting scheduled to be held
on December 6, 1996.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K


(a) 1. Financial Statements:

Consolidated Balance Sheets - July 27, 1996 and July 29, 1995;

Consolidated Statements of Operations - years ended
July 27, 1996; July 29, 1995 and July 30, 1994;

Consolidated Statements of Shareholders' Equity - years ended
July 27, 1996; July 29, 1995 and July 30, 1994;

Consolidated Statements of Cash Flows - years ended
July 27, 1996; July 29, 1995 and July 30, 1994;

Notes to consolidated financial statements.

The financial statements above and Independent Auditors' Report have
been incorporated by reference from the Company's Annual Report to
Shareholders for the fiscal year ended July 27, 1996.


2. Financial Statement Schedules:

All schedules are omitted because they are not applicable, or not
required, or because the required information is included in the
consolidated financial statements or notes thereto.

3. Exhibits

EXHIBIT INDEX


Exhibit No. 3 - Certificate of Incorporation and By-Laws*

Exhibit No. 4 - Instruments defining the rights of security holders;

4.1 Note Purchase Agreement dated August 20, 1987*
4.2 Loan Agreement dated March 29, 1994*
4.3 Amendment No. 1 to Loan Agreement*

Exhibit No. 10 - Material Contracts:

10.1 Wakefern By-Laws*
10.2 Stockholders Agreement dated February 20, 1992
between the Company and Wakefern Food Corp.*
10.3 Voting Agreement dated March 4, 1987*
10.4 1987 Incentive and Non-statutory Stock Option Plan*

Exhibit No. 13 - Annual Report to Security Holders

Exhibit No. 21 - Subsidiaries of Registrant

Exhibit No. 23 - Consent of KPMG Peat Marwick LLP

Exhibit No. 27 - Financial Data Schedule

Exhibit No. 99 - Press release dated October 1, 1996



* The following exhibits are incorporated by reference from the following
previous filings:

Form 10-K for 1994: 4.3

Form 10-K for 1993: 3, 4.1, 10.1, 10.2, 10.3 and 10.4

Form 10-Q for April 23, 1994: 4.2

(b) No reports on Form 8-K were filed during the fourth quarter
of fiscal 1996.


SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

Village Super Market, Inc.


By: /s/ Kevin Begley By: /s/ Perry Sumas
Kevin Begley Perry Sumas
(Chief Financial & (Chief Executive Officer)
Principal Accounting Officer)


Date: October 23, 1996


Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on dates indicated:

Village Super Market, Inc.



/s/ Perry Sumas /s/ James Sumas
Perry Sumas, October 23, 1996 James Sumas, October 23, 1996
(Director) (Director)


/s/ Robert Sumas /s/ William Sumas
Robert Sumas, October 23, 1996 William Sumas, October, 23, 1996
(Director) (Director)


/s/ John P. Sumas /s/ John J. McDermott
John P. Sumas, October 23, 1996 John McDermott, October 23, 1996
(Director) (Director)


/s/ George Andresakes /s/ Norman Crystal
George Andresakes, October 23, 1996 Norman Crystal, October 23, 1996
(Director) (Director)




SUBSIDIARIES OF REGISTRANT

The Company currently has one wholly-owned subsidiary, Village Liquor,
Inc. This corporation is organized under the laws of the State of New Jersey.
The Financial statements of this subsidiary are included in the Company's
consolidated financial statements.


Independent Auditors' Consent


The Board of Directors
Village Super Market, Inc.:


We consent to incorporation by reference in the Registration Statement
(No. 2-86320) on Form S-8 of Village Super Market, Inc. of our report dated
September 30, 1996, relating to the consolidated balance sheets of Village
Super Market, Inc. and subsidiary as of July 27, 1996 and July 29, 1995, and
the related consolidated statements of operations, shareholders' equity, and
cash flows for each of the years in the three year period ended July 27, 1996,
which report is incorporated by reference in the July 27, 1996 annual report
on Form 10-K of Village Super Market, Inc.

Our report refers to a change in the method of accounting for income taxes.


KPMG Peat Marwick LLP

Short Hills, New Jersey
October 23, 1996



VILLAGE SUPER MARKET, INC.
REPORTS RESULTS FOR THE FOURTH QUARTER & YEAR ENDED JULY 27, 1996


Springfield, New Jersey - October 1, 1996. Village Super Market, Inc.
reported sales and net income for the fourth quarter and year ended July 27,
1996, Perry Sumas, President announced today.

Net income was $617,000 ($.21 per share) in the fourth quarter of fiscal
1996, an increase of 75% from net income of $352,000 ($.12 per share) in the
prior year. Fourth quarter sales were $174,829,000, an increase of .7% from
the prior year. The increase in fourth quarter net income was primarily the
result of improved gross margin percentages and lower coupon costs.

Net income for the full fiscal year was $2,006,000 ($.69 per share), an
increase of 247% from net income of $578,000 ($.20 per share) in the prior
year. Sales for the year were $688,632,000 an increase of 1.7% from the
prior year. Fiscal 1996 results include a gain on the sale of real estate in
the amount of $571,000 ($.20 per share). Excluding this gain, net income
increased 148% from the prior year primarily due to improved gross margins
and 1.7% higher same store sales.

Village Super Market operates a chain of 23 supermarkets under the
ShopRite name in New Jersey and eastern Pennsylvania. The following table
summarizes Village's results for the quarter and year ended July 27, 1996.


July 27, 1996 July 29, 1995

Quarter Ended

Sales $174,829,000 $173,699,000
Net Income $ 617,000 $ 352,000
Net Income Per Share $ .21 $ .12

Year Ended
Sales $688,632,000 $677,322,000
Net Income $ 2,006,000 $ 578,000
Net Income Per Share $ .69 $ .20