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

                                    FORM 10-Q


                                   (Mark One)

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 1, 1996.

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from .............to ............

                         Commission File Number 1-7013

                           SLOAN'S SUPERMARKETS, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                       13-1829183
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

                  823 Eleventh Avenue, New York, New York 10019
                    (Address of Principal Executive Offices)



                                 (212) 956-5803
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Indicate by check mark  whether the  registrant  (1) has filed all reports to be
filed  by  Section  13 or 15 (d) of  the  Securities  Exchange  Act  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 [ ]

At January 15, 1997, the registrant had issued and outstanding  3,132,289 shares
of common stock.



<PAGE>


                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES


                          PART I-FINANCIAL INFORMATION



Item 1. Financial Statements

    Consolidated Balance Sheets as of December
             1, 1996 and March 3, 1996                                    Page 3

    Consolidated  Statements  of  Operations  for the quarters and
             nine months ended December 1, 1996 and December 3,
             1995                                                         Page 4

    Consolidated Statements of Stockholders'
             Equity for the quarters and nine months
             ended December 1, 1996 and
             December 3, 1995                                             Page 5

    Consolidated Statements of Cash Flows for
             the nine months ended December 1,
             1996 and December 3, 1995                                    Page 6

    Notes to Consolidated Financial Statements                            Page 7



Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                                   Page 10















                                       -2-


<PAGE>
Item 1
Financial Statements

                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                        December 1,                    March 3,
                                                                                              1996                        1996
                                                                                 =====================       =====================
<S>                                                                             <C>                         <C> 
ASSETS  

CURRENT ASSETS:
          Cash                                                                  $               13,750      $               71,242
          Accounts receivable - net of allowance for doubtful accounts
             of $30,000 at Dec 1, and March 3, 1996                                            404,330                     282,182
          Inventory                                                                          6,200,553                   5,461,283
          Prepaid expenses and other current assets                                            239,341                     167,512
          Due from related parties                                                           1,305,310                     527,694
                                                                                  ---------------------       ---------------------
                   Total current assets                                                      8,163,284                   6,509,913
                                                                                  ---------------------       ---------------------
PROPERTY AND EQUIPMENT:
          Furniture, fixtures and equipment                                                  5,466,136                   5,461,146
          Leaseholds and leasehold improvements                                             11,705,657                  11,657,126
                                                                                  ---------------------       ---------------------
                                                                                            17,171,793                  17,118,272
          Less accumulated depreciation and amortization                                     4,130,588                   2,947,116
                                                                                  ---------------------       ---------------------
                   Net property and equipment                                               13,041,205                  14,171,156

          Receivable from officer                                                              332,480                     318,005
          Deposits and other assets                                                            313,585                     301,230
          Deferred costs                                                                       355,786                     115,358
          Noncompete agreement - net of accumulated amortization of
             $291,809 at Dec 1, 1996 and $232,535 at March 3, 1996                             498,507                     557,781
          Deferred finance costs - net of accumulated amortization of
             $28,584 at Dec 1, 1996 and $9,190 at March 3, 1996                                100,711                     120,105
                                                                                  ---------------------       ---------------------
TOTAL                                                                           $           22,805,558      $           22,093,548
                                                                                  =====================       =====================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
          Accounts payable, trade                                               $            6,332,754      $            5,591,948
          Accrued payroll, vacation and withholdings                                           521,432                     703,785
          Accrued expenses and other current liabilities                                       660,601                     473,506
          Revolving credit facility                                                          1,000,000                   1,000,000
          Current portion of long term debt                                                  1,200,000                   1,200,000
                                                                                  ---------------------       ---------------------
                   Total current liabilities                                                 9,714,787                   8,969,239

          Long-term debt                                                                     4,500,000                   5,400,000
          Deferred credits                                                                      59,234                     172,442
          Deferred rents                                                                       742,403                     553,429
                                                                                  ---------------------       ---------------------
                   Total liabilities                                                        15,016,424                  15,095,110
                                                                                  ---------------------       ---------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
          Preferred stock,  $50 par, - shares  authorized  500,000;  none issued
          Common stock, $.02 par, - shares authorized 10,000,000; outstanding
               3,132,289 shares issued at Sept 1,  and  March 3, 1996                           62,646                      62,646
          Additional paid-in capital                                                        18,248,286                  18,248,286
          Accumulated deficit                                                              (10,521,798)                (11,312,494)
                                                                                  ---------------------       ---------------------
                   Total stockholders' equity                                                7,789,134                   6,998,438
                                                                                  ---------------------       ---------------------
TOTAL                                                                           $           22,805,558      $           22,093,548
                                                                                  =====================       =====================

</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       -3-

<PAGE>

                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
  FOR THE NINE MONTHS AND QUARTERS ENDED DECEMBER 1, 1996 AND DECEMBER 3, 1995


<TABLE>
<CAPTION>

                                           13 weeks         13 weeks        39 weeks        40 weeks
                                              ended           ended           Ended            Ended
                                             Dec. 1,         Dec 3,         Dec. 1,           Dec 3,
                                               1996            1995            1996             1995
                                               ----            ----            ----             ----

<S>                                     <C>             <C>             <C>             <C> 

Sales ...............................   $ 13,158,507    $ 12,463,386    $ 38,681,353    $ 36,048,270
Cost of sales .......................      7,972,639       7,649,723      23,051,729      22,423,172

Gross profit ........................      5,185,868       4,813,663      15,629,624      13,625,098

Store operating, general and
  administrative expense ............      4,433,144       3,967,874      13,551,738      11,966,863
Management fee ......................        162,435         155,792         481,471         450,603

Total operating expenses ............      4,595,579       4,123,666      14,033,209      12,417,466

Store operating profit ..............        590,289         689,997       1,596,415       1,207,632

Non-store operating expense .........         78,612         121,204         247,725         400,370

Operating profit ....................        511,677         568,793       1,348,690         807,262

Other income (expense)
Gain on sale of leasehold ...........              0               0               0       1,001,397
Interest income .....................          5,524          12,825          16,734          30,345
Other income ........................         13,123               0          10,768               0
Management fee income ...............              0               0               0          50,000
Interest expense ....................       (174,674)       (172,000)       (539,665)       (354,229)

                                            (156,027)       (159,175)       (512,163)        727,513

Income from continuing operations
  before income taxes ...............        355,650         409,618         836,527       1,534,775

Provision for income taxes ..........         20,839          32,500          45,831         102,500

Income from continued operations ....        334,811         377,118         790,696       1,432,275

Loss from discontinued operations ...              0           2,000               0           5,572

Net income ..........................   $    334,811    $    375,118    $    790,696    $  1,426,703

Income per share ....................   $       0.11    $       0.12    $       0.25    $       0.45

Weighted average number of shares and
equivalents outstanding .............      3,151,000       3,185,000       3,151,000       3,185,000

</TABLE>



See accompanying notes to unaudited consolidated financial statements.


                                -4-

<PAGE>

                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES
            UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                       NINE MONTHS ENDED DECEMBER 1, 1996


<TABLE>
<CAPTION>

                                                              Additional                       Total
                                         Common stock           Paid-In      Accumulated    Stockholders'
                                    Shares         Amount       Capital        Deficit         Equity
                                    ------         ------       -------        -------         ------


<S>                              <C>             <C>          <C>           <C>               <C> 

Balance at March 3, 1996 ..      3,132,289         62,646     18,248,286    (11,312,494)      6,998,438

Net income for 39 weeks
   ended December 1, 1996 .                                                     790,696         790,696

Balance at December 1, 1996      3,132,289      $  62,646   $ 18,248,286   $(10,521,798)   $  7,789,134



</TABLE>



See accompanying notes to unaudited consolidated financial statements.




                                       -5-

<PAGE>

                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED DECEMBER 1, 1996 AND DECEMBER 3, 1995

<TABLE>
<CAPTION>

                                                                             39 weeks        39 weeks
                                                                                ended           ended
                                                                               Dec 1,          Dec 3,
                                                                                 1996            1995
                                                                                 ----            ----

<S>                                                                        <C>            <C>

Net income .............................................................   $   790,696    $ 1,426,703

Adjustments  to reconcile  net income to net cash  provided by operating
activities:

Gain on sale of leasehold ..............................................             0     (1,001,397)
Depreciation and amortization ..........................................     1,262,140        933,223

Changes in operating assets and liabilities:

Restricted cash ........................................................             0         26,952
Accounts receivable - net ..............................................      (122,148)        24,068
Inventory ..............................................................      (739,270)    (1,220,771)
Prepaid expenses and other current assets ..............................       (71,829)      (161,200)
Receivable from related party - net ....................................      (777,616)       121,460
Due from related parties ...............................................       (14,475)       (15,814)
Other assets ...........................................................       (12,355)      (202,261)
Deferred credits .......................................................      (353,636)             0
Accounts payable, trade ................................................       740,806       (572,601)
Accounts payable, assumed at acquisition ...............................             0        (97,446)
Accrued payroll, vacation and withholdings .............................      (182,353)             0
Accrued expenses and other current liabilities .........................       187,095        236,056
Deferred rents .........................................................       188,974              0
Net proceeds on sale of leasehold ......................................             0      1,604,660

        Net cash provided by operating activities ......................       896,029      1,101,632

Payment for purchase of supermarkets ...................................             0     (5,000,000)
Capital expenditures - net .............................................       (53,521)      (157,038)

        Net cash used in investing activities ..........................       (53,521)    (5,157,038)

Proceeds from bank loan ................................................             0      8,000,000
Repayments of bank loan ................................................      (900,000)    (3,895,614)

         Net cash used in financing activities .........................      (900,000)     4,104,386

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...................       (57,492)        48,980

CASH AND CASH EQUIVALENTS, beginning of period .........................        71,242         75,503

CASH AND CASH EQUIVALENTS, end of period ...............................   $    13,750    $   124,483


</TABLE>

See accompanying notes to unaudited consolidated financial statements.




                                       -6-

<PAGE>


                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Business - The Company owns and operates  fourteen  supermarkets  and one health
and beauty  aids  store  (the  "Supermarkets")  in New York City  (thirteen  are
located in  Manhattan  and two are located in  Brooklyn).  Fourteen are operated
under the Sloan's name and one is operated  under the  Gristede's  name.  Eleven
Supermarkets  were  acquired  in March  1993  from CKMR  Corporation  ("CKMR"),a
privately-held  corporation  unaffiliated with the Company.  In August 1995, the
Company sold the  leasehold of one of its  supermarkets;  in October  1995,  the
Company  purchased  three  other   Supermarkets  from  Supermarket   Acquisition
Corp.("SAC"),  a company owned and  controlled by the Company's  Chairman of the
Board and Chief  Executive  Officer,  John  Catsimatidis.  In February 1996, the
Company  opened one new  Supermarket  and on March 7, 1996, the Company opened a
health  and  beauty  aids  store.  The  Company  leases  all of its  Supermarket
locations.

Principles of Consolidation - The consolidated  financial statements include the
accounts  of  the  Company  and  its  wholly-owned   subsidiary.   All  material
intercompany accounts and transactions have been eliminated in consolidation.

Quarter End - The Company  operates  using the  conventional  retail  52/53 week
fiscal year. The fiscal quarter ends on the last Sunday of the quarter.

Inventory - Store  inventories  are valued  principally  at the lower of cost or
market with cost determined under the retail first in, first out (FIFO) method.

Property and Equipment -  Depreciation  of furniture,  fixtures and equipment is
computed by the  straight-line  method over the  estimated  useful  lives of the
assets.

Leases - The Company charges the cost of noncancelable  operating lease payments
and beneficial  leaseholds to operations on a straight-line basis over the lives
of the leases.

Reclassifications - Certain reclassifications have been made to the presentation
of the  quarter  and nine  months  ended  December  3,  1995 to  conform  to the
presentation  for the quarter and nine months ended  December 1, 1996 and fiscal
1996.

Provision for income taxes - Income taxes reflect Federal and State  alternative
minimum tax only, as all regular income taxes have been offset by utilization of
the Company's net operating loss carryforward.

                                       -7-



<PAGE>



                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES  (Continued)

Income Per share - Per share data are based on the  weighted  average  number of
shares of common stock and equivalents  outstanding during each quarter.  Income
per share is computed by the treasury  stock  method;  primary and fully diluted
income per share are the same.

Supplemental Disclosures of Cash Flow Information-

         Cash paid during the nine months ended:

                        December 1, 1996                     December 3, 1995
                        ----------------                     ----------------
Interest                        $486,228                             $275,792
Income taxes                    $ 41,286                             $ 61,727

In the opinion of management, the information furnished reflects all adjustments
(consisting  of normal  recurring  adjustments)  which are  necessary for a fair
statement  of the  results of  operations  for the interim  period.  The interim
figures are not  necessarily  indicative  of the results to be expected  for the
fiscal year.

The Company's  Form 10-K for the year ended March 3, 1996  contains  information
which should be read in conjunction herewith.


2. RELATED PARTY TRANSACTIONS

The Company has advanced  funds to a company  owned by the Chairman of the Board
who is also the principal stockholder of the Company. As of December 1, 1996 the
Company  is owed  $332,480  including  accrued  interest.  As of March 3,  1996,
advances and accrued interest totaled $318,005.

Red Apple Group,  Inc.  (Red Apple),  a company  wholly-owned  by the  Company's
Chairman  of the  Board,  supervises  all  operations  of the  Company  under  a
management agreement. The agreement requires the Company to pay to Red Apple one
and one  quarter  percent  of sales as a  management  fee.  Management  fees for
quarter  and nine months  ended  December 1, 1996 were  $162,435  and  $481,471,
respectively. For the quarter and nine months ended December 3, 1995, management
fees were $155,792 and $450,603 respectively.




                                       -8-

<PAGE>


                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES


2. RELATED PARTY TRANSACTIONS (Continued)

Red Apple also operates 35 supermarkets in the New York  metropolitan area under
the  Sloan's  and  Gristede's  banners.  The  Company's  advertising  program is
combined with all of these Red Apple supermarket entities.  Consistent with this
shared  advertising  program the  Company is  allocated  advertising  income and
expense by Red Apple based on the Company's  portion of sales to total Red Apple
supermarket  sales.  Certain  direct store  advertising  expense is charged on a
store by store basis.

The Company  purchases produce and certain sundry items from a subsidiary of Red
Apple at prices  consistent  with those charged to other Red Apple  entities` as
well as  non-affiliated  customers.  Purchases  for the  quarter and nine months
ended December 1, 1996 were  $1,474,955 and  $4,108,585,  respectively.  For the
quarter and nine months ended  December 3, 1995, the purchases were $676,000 and
$2,066,000 respectively.

Legal fees  incurred  by the  Company to a law firm,  of which a director of the
Company is a member,  were $160,814 and $218,985,  respectively  for the quarter
and nine months  ended  December 1, 1996.  For the quarter and nine months ended
December 3, 1995, these legal fees were $83,600 and $236,600 respectively.





















                                       -9-



<PAGE>


                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES

PART I

Item 2.
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations
                     For the quarters and nine months ended
                      December 1, 1996 and December 3, 1995


                               FINANCIAL CONDITION

         The Company's  working capital  deficiency  decreased by  approximately
$908,000 during the nine months ended December 1, 1996. The major changes in the
components of working capital are as follows:

         Due from related parties increased by approximately $778,000, primarily
reflecting the billing for advertising income and volume  achievement  discounts
by Red Apple on behalf of the Company.

         Inventory increased by approximately $739,000,  reflecting management's
continued  desire to take  advantage of volume  achievement  allowances and bulk
purchases.

         Accounts  payable  increased  $741,000  primarily  as a  result  of the
increase in inventory.

         Other significant  changes in the Company's  financial  position are as
follows:

         Deferred costs increased  $240,000.  The increase consists primarily of
legal and  accounting  fees  incurred  as a result of the  Company's  pursuit of
suitable acquisitions of other related food industry entities.

         Long term debt  decreased by $900,000  reflecting  scheduled  principal
payments during the period.

                         LIQUIDITY AND CAPITAL RESOURCES

         The  Company  believes  that it will be able to  satisfy  its bank loan
agreement and  supermarket  operating  requirements  from  internally  generated
funds.  In  addition,  the Company has in place a  $1,000,000  Revolving  Credit
Facility  to provide  short term  working  capital,  as of  December 1, 1996 the
Revolving Credit Facility was fully utilized.




                                      -10-


<PAGE>


                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES


                              RESULTS OF OPERATIONS

         The quarter and nine months ended December 1, 1996 contain thirteen and
thirty-nine  weeks,   respectively,   compared  to  thirteen  and  forty  weeks,
respectively, for the quarter and nine months ended December 3, 1995.

         The  following  table  compares the major  components of the results of
operations for the 1996 periods to the results for the 1995 periods:

                                  Quarter                 Nine months
                                  -------                 -----------
                              1996         1995         1996         1995
                              ----         ----         ----         ----
                                                           (In thousands)
Sales .................   $ 13,159     $ 12,463     $ 38,681     $ 36,048
Gross profit ..........      5,186        4,814       15,630       13,625
Gross profit margin ...      39.41%       38.62%       40.41%       37.80%

Store operating expense      4,596        4,124       14,033       12,417
Non-store operating
         expense ......         78          121          248          400
Other income (expenses)       (156)        (159)        (512)         728
Net income ............        335          377          791        1,432


         Net income was  $334,811  for the  quarter  and  $790,696  for the nine
months  ended  December  1,  1996  compared  to  $375,118  for the  quarter  and
$1,426,703  for the nine months ended December 3, 1995. The results for the nine
months in 1995 include a gain of $1,001,397 on the sale of a leasehold.

         Sales  totaled  $13.2 million for the quarter in 1996 compared to $12.5
million for the quarter in 1995.  For the nine months in 1996,  sales were $38.7
million  compared to $36.0 million for the nine months in 1995.  The increase in
total sales during both periods of 1996 was  primarily  due to the  operation of
additional  stores,  which were  purchased or opened during the third and fourth
fiscal  quarters of 1996.  Same store  sales  actually  decreased  approximately
$925,000  during the  quarter and  approximately  $2.5  million  during the nine
months  ended  December  1,  1996  compared  to the  same  periods  in 1995 on a
pro-rata,  thirteen and thirty-nine  week basis,  respectively.  The decrease in
sales was  primarily  due to  management's  decision  to increase  gross  profit
margins as well as to a  substantial  reduction  in  beverage  sales  during the
second quarter in 1996 as compared to the 1995 quarter.  Beverage  sales,  which
ordinarily  represent  approximately  17.0% of  summer  sales,  were  negatively
impacted by the abnormally cool weather in the New York area.




                                      -11-

<PAGE>


                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES


     Gross profit as a percentage  of sales  increased to 39.41% for the quarter
in 1996 from 38.62% for the quarter in 1995 and to 40.41% for the nine months in
1996 from 37.80% for the nine months in 1995.  Gross profit  margins  benefitted
from the implementation of a better-buying initiative,  utilizing a distribution
center of an affiliate,  thereby obtaining  discounts on bulk purchases,  and by
adjusting  the  product mix with an  increased  focus on selling  higher  margin
value-added products. Additionally, prices were selectively increased.

     Store operating expenses were $4.6 million (34.9% of sales) for the quarter
in 1996 compared to $4.1 million  (33.1% of sales) in the 1995 quarter.  For the
nine months in 1996, these expenses were $14.0 million (36.3% of sales) compared
to $12.4  million  (34.4% of sales)  for the nine  months in 1995.  The  primary
reasons for the increase in these expenses are the additional  stores  operating
in the 1996 periods and the extra costs  associated with the start-up of the new
stores.

     Non-store  operating expenses decreased in both periods in 1996 compared to
1995, primarily reflecting lower legal fees.

     During the 1996  periods,  other income  (expenses)  consists  primarily of
interest expense on the additional  borrowings  incurred to finance the purchase
of the stores in 1995.  As noted above,  during the 1995  periods,  other income
(expenses) included a gain of $1.0 million on the sale of a leasehold.















                                      -12-


<PAGE>




                            PART II-OTHER INFORMATION


Item 1.           Legal Proceedings

                  None.


Item 2.           Changes in Securities

                  None.


Item 3.           Defaults Upon Senior Securities

                  None.


Item 4.           Submission of Matters to a Vote of Security Holders

                  None.


Item 5.           Other Information

                  None.

Item 6.           Exhibits and Reports on Form 8-K
                 
                  (a) Exhibits:

                      27.    Financial Data Schedule

                  (b) Reports on Form 8-K:

                      None









                                      -13-



<PAGE>



                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES




                                   SIGNATURES




Pursuant  to the  requirements  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.


                              Sloan's Supermarkets, Inc.

                              By:  /s/ John A. Catsimatidis
                                   ------------------------

                                   John A. Catsimatidis
                                   Chairman of the Board and
                                   Chief Executive Officer

Dated:  January 15, 1997




                              By:  /s/ Mark S. Kassner
                                   -----------------------

                                   Mark S. Kassner
                                   Vice President and
                                   Chief Financial Officer

Dated:  January 15, 1997





                                      -14-