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 June 1, 1997.

[ ]    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 July 16, 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 June 1, 1997
            and March 2, 1997                                             Page 3

   Consolidated Statements of Operations for
            the thirteen weeks ended June 1, 1997
            and June 2, 1996                                              Page 4

   Consolidated  Statements  of  Stockholders'   Equity  for  the
            thirteen weeks ended June 1, 1997 and the year ended
            March 2, 1997                                                 Page 5

   Consolidated Statements of Cash Flows for
            the thirteen weeks ended June 1, 1997
            and June 2, 1996                                              Page 6

   Notes to Consolidated Financial Statements                             Page 7



Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations                                                     Page 9


                                     Page 2

<PAGE>


Item 1
Financial Statements

<TABLE>
<CAPTION>

                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEETS


                                                                                                        June 1,            March 2,
ASSETS                                                                                                    1997                1997
                                                                                                   ------------        ------------

<S>                                                                                                <C>                 <C>         
CURRENT ASSETS:
          Cash .............................................................................       $     65,481        $     70,237
          Accounts receivable - net of allowance for doubtful accounts
             of $30,000 at June 1, and March 2, 1997 .......................................            741,709             501,916
          Inventory ........................................................................          5,706,520           5,873,991
          Prepaid expenses and other current assets ........................................            208,717             299,887
          Due from related parties .........................................................          1,668,982           1,830,127
                                                                                                   ------------        ------------

                   Total current assets ....................................................          8,391,409           8,576,158
                                                                                                   ------------        ------------

PROPERTY AND EQUIPMENT:
          Furniture, fixtures and equipment ................................................          5,466,455           5,466,456
          Leaseholds and leasehold improvements ............................................         11,706,905          11,704,425
                                                                                                   ------------        ------------
                                                                                                     17,173,360          17,170,881
          Less accumulated depreciation and amortization ...................................          4,921,753           4,527,506
                                                                                                   ------------        ------------

                   Net property and equipment ..............................................         12,251,607          12,643,375

          Receivable from officer ..........................................................            342,129             337,304
          Deposits and other assets ........................................................            492,824             313,585
          Deferred costs ...................................................................            111,220             115,489
          Noncompete agreement - net of accumulated amortization of
             $331,324 at June 1, 1997 and $311,567 at March 2, 1997 ........................            458,992             478,749
          Deferred finance costs - net of accumulated amortization of
             $42,320 at June 1, 1997 and $35,048 at March 2, 1997 ..........................            376,528             350,801
                                                                                                   ------------        ------------

TOTAL ......................................................................................       $ 22,424,709        $ 22,815,461
                                                                                                   ============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
          Accounts payable, trade ..........................................................       $  6,641,583        $  6,593,412
          Accrued payroll, vacation and withholdings .......................................            345,805             491,857
          Accrued expenses and other current liabilities ...................................            230,201             377,431
          Revolving credit facility ........................................................          1,000,000           1,000,000
          Current portion of long term debt ................................................          1,200,000           1,200,000
                                                                                                   ------------        ------------

                   Total current liabilities ...............................................          9,417,589           9,662,700

          Long-term debt ...................................................................          3,900,000           4,200,000
          Deferred rents ...................................................................            846,887             794,645
                                                                                                   ------------        ------------

                   Total liabilities .......................................................         14,164,476          14,657,345
                                                                                                   ------------        ------------

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 June 1,  and  March 2, 1997 ......................             62,646              62,646
          Additional paid-in capital .......................................................         18,248,286          18,248,286
          Accumulated deficit ..............................................................        (10,050,699)        (10,152,816)
                                                                                                   ------------        ------------

                   Total stockholders' equity ..............................................          8,260,233           8,158,116
                                                                                                   ------------        ------------

TOTAL ......................................................................................       $ 22,424,709        $ 22,815,461
                                                                                                   ============        ============

See accompanying notes.
</TABLE>

                                     Page 3
<PAGE>

<TABLE>
<CAPTION>

                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                  13 WEEKS ENDED JUNE 1, 1997 AND JUNE 2, 1996




                                                                                           13 weeks                      13 weeks
                                                                                              ended                         ended
                                                                                            June 1,                       June 2,
                                                                                               1997                          1996
                                                                                         ------------                  ------------

<S>                                                                                      <C>                           <C>         
Sales ..................................................................                 $ 12,254,700                  $ 13,538,008
Cost of sales ..........................................................                    7,506,416                     8,113,439
                                                                                         ------------                  ------------

Gross profit ...........................................................                    4,748,284                     5,424,569

Store operating, general and
  administrative expense ...............................................                    4,238,262                     4,655,726

Management fee .........................................................                      150,829                       169,225
                                                                                         ------------                  ------------

Store operating profit .................................................                      359,193                       599,618

Non-store operating expense ............................................                       65,046                        88,218
                                                                                         ------------                  ------------

Operating profit .......................................................                      294,147                       511,400
                                                                                         ------------                  ------------

Other income (expense)

Interest income ........................................................                        5,466                         6,385
Other income ...........................................................                       (5,554)                        4,495
Interest expense .......................................................                     (187,442)                     (178,021)
                                                                                         ------------                  ------------

                                                                                             (187,530)                     (167,141)
                                                                                         ------------                  ------------

Income from continuing operations
  before income taxes ..................................................                      106,617                       344,259

Provision for income taxes .............................................                        4,500                        14,006
                                                                                         ------------                  ------------

Net income .............................................................                 $    102,117                  $    330,253
                                                                                         ============                  ============

Income per share .......................................................                 $       0.03                  $       0.10
                                                                                         ============                  ============

Weighted average number of shares and
equivalents outstanding ................................................                    3,132,000                     3,151,000
                                                                                         ============                  ============



See accompanying notes
</TABLE>


                                     Page 4

<PAGE>

<TABLE>
<CAPTION>

                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES
            UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
        13 WEEKS ENDED JUNE 1, 1997 AND FOR THE YEAR ENDED MARCH 2, 1997









                                                                                      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 the year ended
   March 2, 1997 .............................                                                           1,159,678         1,159,678
                                                   ------------     ------------     ------------     ------------      ------------

Balance at March 2, 1997 .....................        3,132,289           62,646       18,248,286      (10,152,816)        8,158,116

Net income for the thirteen weeks
   ended June 1, 1997 ........................                                                             102,117           102,117
                                                   ------------     ------------     ------------     ------------      ------------

Balance at June 1, 1997 ......................        3,132,289     $     62,646     $ 18,248,286     $(10,050,699)     $  8,260,233
                                                   ============     ============     ============     ============      ============



See accompanying notes.

</TABLE>

                                     Page 5

<PAGE>

<TABLE>
<CAPTION>

                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  13 WEEKS ENDED JUNE 1, 1997 AND JUNE 2, 1996




                                                                                  June 1,             June 2,
                                                                                     1997                1996
                                                                                  --------           --------

<S>                                                                                <C>                <C>    
Net income .............................................................           102,117            330,253

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

Depreciation and amortization ..........................................           425,545            423,786

  Changes in operating assets and liabilities:

Accounts receivable - net ..............................................          (239,793)            43,287
Inventory ..............................................................           167,471           (108,956)
Prepaid expenses and other current assets ..............................            91,170            (14,899)
Receivable from related party - net ....................................           161,145           (345,399)
Due from related parties ...............................................            (4,825)            (4,825)
Other assets ...........................................................          (212,238)           (12,354)
Deferred credits .......................................................                              (23,867)
Accounts payable, trade ................................................            48,171           (167,912)
Accrued payroll, vacation and withholdings .............................          (146,052)          (155,856)
Accrued expenses and other current liabilities .........................          (147,230)           305,770
Deferred rents .........................................................            52,242             64,338
                                                                                  --------           --------

        Net cash provided by operating activities ......................           297,723            333,363
                                                                                  --------           --------

Capital expenditures - net .............................................            (2,479)           (29,837)
                                                                                  --------           --------

        Net cash used in investing activities ..........................            (2,479)           (29,837)
                                                                                  --------           --------

Repayments of bank loan ................................................          (300,000)          (300,000)
                                                                                  --------           --------

         Net cash used in financing activities .........................          (300,000)          (300,000)
                                                                                  --------           --------

NET (DECREASE) INCREASE  IN CASH AND CASH EQUIVALENTS ..................            (4,756)             3,523

CASH AND CASH EQUIVALENTS, begining of period ..........................            70,237             71,242
                                                                                  --------           --------

CASH AND CASH EQUIVALENTS, end of period ...............................            65,481             74,765
                                                                                  ========           ========


See accompanying notes.

</TABLE>

                                     Page 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")  under the "Sloan's" name in New York
City (thirteen are located in Manhattan and two are located in Brooklyn). 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 Sunday  closest to the end 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.

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 carry forward.


                                     Page 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 three months ended:

                       June 1, 1997                                June 2, 1996
                       ------------                                ------------
Interest                   $186,572                                    $178,021
Income taxes               $ 29,000                                    $ 20,000

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 2, 1997  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 June 1, 1997 the
Company  is owed  $342,129  including  accrued  interest.  As of March 2,  1997,
advances and accrued interest totaled $337,304.

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 the 13
weeks  ended  June  1,  1997  and  June  2,  1996  were  $150,829  and  $169,225
respectively.


                                     Page 8
<PAGE>



                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES


2. RELATED PARTY TRANSACTIONS (Continued)

Red Apple also operates 34 supermarkets in the New York  metropolitan area under
the Sloan's,  Gristede's and Pioneer banners. The Company's  advertising program
is combined with all of these Red Apple  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  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 13 weeks ended June 1, 1997
and June 2, 1996 were $1,133,614 and $1,283,769 respectively.

Legal fees  incurred  by the  Company to a law firm,  of which a director of the
Company is a member,  were  $64,944  and  $36,000 for the 13 weeks ended June 1,
1997 and June 2, 1996, respectively.


PART I

Item 2.         Management's Discussion and Analysis of Financial
                            Condition and Results of
                        Operations For the 13 weeks ended
                          June 1, 1997 and June 2, 1996


                               FINANCIAL CONDITION

         The Company's  working capital  deficiency  decreased by  approximately
$62,400 during the 13 weeks ended June 1, 1997.

         Long term debt  decreased by $300,000  reflecting  scheduled  principal
payments during the period.



                                     Page 9

<PAGE>



                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES


                         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 million  dollar  revolving
credit  facility to provide short term working  capital.  As of June 1, 1997 the
revolving credit facility was fully utilized.

                              RESULTS OF OPERATIONS

         Net income was $102,117 for the 13 weeks ended June 2, 1997 as compared
to $330,253 for the 13 weeks ended June 1, 1996.

         Sales were  $12,254,700 in the 1997 period  compared to $13,538,008 for
the same period in 1996.  The decline in sales was  primarily  due to a delay in
the  commencement  of the Company's  remodeling  program,  which was  originally
scheduled to start  earlier this year.  In addition,  deflationary  pressures in
food  prices  also  contributed  to the  decrease in sales in the 1997 period as
compared to the 1996 period.

         The Company has  embarked on a  substantial  remodeling  program  under
which 4 stores will be extensively  remodeled and  refixtured  during the next 8
months.  The  remodels  will also result in the  expansion of the sales areas in
these  stores.  It is  anticipated  that we will  experience  appreciable  sales
increases in the remodeled stores based on prior history.

         Gross profit as a percentage of sales was 38.75% for the 13 weeks ended
June 1, 1997  compared  to  40.07%  for the 13 weeks  ended  June 2,  1996.  The
decrease in gross profit margin was mainly due to a curtailment of our long-term
forward buying program in the 1997 period as compared to the 1996 period, due to
the temporary lack of suitable available product. It is anticipated that forward
buying opportunities will once again be available in future periods.

     Store  operating,  general and  administrative  expenses were $4,238,262 or
34.59% of sales in 1997  compared  with  $4,655,726  or 34.39% of sales in 1996.
Operating  expenses as a percentage of sales increased in the 1997 period due to
the fact  that  fixed  costs,  including  occupancy  costs,  utility  costs  and
depreciation and amortization  expenses  remained constant  notwithstanding  the
decrease in sales.

         Non-store  operating  expenses were $65,046 for the 13 weeks ended June
1, 1997 as compared with $88,218 for the same period in 1996, mainly as a result
of lower legal  expenses.  The  decrease in legal  expenses  was a result of the
Company's  reduced  need during the quarter  for the  services of outside  legal
counsel  in  connection  with  litigation,  real  estate and  general  corporate
matters.


                                    Page 10
<PAGE>



                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES

RESULTS OF OPERATIONS (continued)

         Other  income  decreased  during  the 13 weeks  ended  June 1,  1997 by
$10,049  as  compared  with the 13 weeks  ended June 2, 1996.  The  decline  was
primarily due to a decrease in delivery income.


                            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.


                                    Page 11


<PAGE>



                   SLOAN'S SUPERMARKETS, INC. AND SUBSIDIARIES

Item 6.           Exhibits and Reports on Form 8-K

                  None.


                                   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:  July 16, 1997




                              By:  /s/ Mark S. Kassner
                                   -----------------------
                                   Mark S. Kassner
                                   Vice President and
                                   Chief Financial Officer

Dated:  July 16, 1997