UNITED STATES

                               SECURITIES AND EXCHANGE COMMISSION


                                      Washington D.C.  20549

                                        FORM 10-Q

                    Quarterly report pursuant to Section 13 or 15(d)
                           of the Securities Exchange Act of 1934

                    For the Quarterly period ended January 29, 2000

                         Commission file number 1-5745-1

                                 FOODARAMA SUPERMARKETS, INC.
                    -----------------------------------------
                 (Exact name of Registrant as specified in its charter)

                     New Jersey                           21-0717108
                 -------------------------------        ------------
            (State or other jurisdiction of        (I.R.S. Employer
             incorporation or organization)         identification No.)

                        922 Highway 33, Freehold, N.J. 07728
                     ---------------------------------------
                   (Address of principal executive offices)

                             Telephone #732-462-4700

                           (Registrant's telephone number, including area code)

              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 and
              (2) has been subject to the filing  requirements  for at least the
              past 90 days.

                                                   Yes   X       No
                                                       ------

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

                                                    OUTSTANDING AT
            CLASS                                    March 3,2000
         ------------                               -------------

         Common Stock                               1,117,290 shares
         $1 par value


<PAGE>



                          FOODARAMA SUPERMARKETS, INC.

          PART I.   FINANCIAL INFORMATION

               Item 1.          Financial Statements

                                Unaudited Consolidated Balance Sheets
                                January 29, 2000 and October 30, 1999

                                Unaudited Consolidated  Statements of
                                Operations  for  the  thirteen  weeks
                                ended  January  29,  2000 and January
                                30, 1999

                                Unaudited Consolidated  Statements of
                                Cash  Flows  for the  thirteen  weeks
                                ended  January  29,  2000 and January
                                30, 1999

                                Notes to the Consolidated Financial Statements

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

                    PART II.  OTHER INFORMATION

                    Item 6.                Exhibits and Reports on Form 8-K

Disclosure Concerning Forward-Looking Statements

All statements,  other than statements of historical fact, included in this Form
10-Q, including without limitation the statements under "Management's Discussion
and Analysis of Financial  Condition and Results of Operations",  are, or may be
deemed to be, "forward- looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended (the  "Securities  Act"), and Section 21E
of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act").  Such
forward-looking  statements  involve  assumptions,   known  and  unknown  risks,
uncertainties and other factors which may cause the actual results,  performance
or achievements of Foodarama Supermarkets, Inc. (the "Company") to be materially
different  from any future  results,  performance or  achievements  expressed or
implied by such  forward-looking  statements  contained in this Form 10-Q.  Such
potential  risks and  uncertainties,  include  without  limitation,  competitive
pressures from other supermarket  operators and warehouse club stores,  economic
conditions  in  the  Company's  primary  markets,  consumer  spending  patterns,
availability  of  capital,  cost of labor,  cost of goods  sold,  and other risk
factors  detailed  herein and in other of the Company's  Securities and Exchange
Commission filings.  The  forward-looking  statements are made as of the date of
this Form 10-Q and the  Company  assumes no  obligation  to update the  forward-
looking  statements  or to update the reasons  actual  results could differ from
those projected in such forward-looking statements.

                                                         2


<PAGE>
PART I FINANCIAL INFORMATION

FOODARAMA SUPERMARKETS, INC AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands)
                                                   January 29,      October 30,
                                                      2000              1999
                                                   (Unaudited)           (1)

ASSETS

Current assets:
 Cash and cash equivalents                           $ 7,082        $ 4,094
 Merchandise inventories                              40,314         38,113
 Receivables and other current assets                  4,276          4,496
 Related party receivables - Wakefern                  4,416          8,000
 Related party receivables - other                        22             25
                                                    --------        -------

                                                     56,110          54,728
                                                   --------         -------

Property and equipment:
 Land                                                   308             308
 Buildings and improvements                           1,220           1,220
 Leasehold improvements                              34,979          35,032
 Equipment                                           81,747          80,991
 Property under capital leases                       38,218          38,218
 Construction in progress                             8,672           2,481
                                                   --------         -------

                                                    165,144         158,250
 Less accumulated depreciation and
 amortization                                        78,919          76,227
                                                    -------         -------

                                                     86,225          82,023
                                                    -------         -------

Other assets:
 Investments in related parties                      11,053          10,992
 Intangibles                                          3,751           3,839
 Other                                                2,685           2,872
 Related party receivables - Wakefern                 1,592           1,555
 Related party receivables - other                      172             177
                                                     -------        -------
                                                     19,253          19,435
                                                    -------         -------

                                                   $161,588        $156,186
                                                   ========        ========

                                                                  (continued)

(1) Derived  from the Audited  Consolidated  Financial  Statements  for the year
ended  October  30,  1999.  See  accompanying  notes to  consolidated  financial
statements.

                                                         3

<PAGE>
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands except share data)
                                              January 29,       October 30,
                                                2000                1999
                                              (Unaudited)           (1)

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
 Current portion of long-term debt            $   4,254          $   2,605
 Current portion of long-term debt,
  related party                                     523                503
 Current portion of obligations under
  capital leases                                    505                492
 Current income taxes payable                       181                457
 Deferred income tax liability                    1,541              1,541
 Accounts payable:
  Related party-Wakefern                         36,109             29,699
  Others                                          9,443              7,115
 Accrued expenses                                10,197              9,809
                                              ---------          ---------

                                                 62,753             52,221
                                              ----------         ---------

Long-term debt                                   17,379             23,126
Long-term debt, related party                     1,365              1,450
Obligations under capital leases                 34,896             35,028
Deferred income taxes                             2,546              2,732
Other long-term liabilities                       6,725              6,589
                                              ----------         ---------

                                                 62,911             68,925
                                              ----------         ---------

Shareholders' equity:
 Common stock, $1.00 par; authorized
  2,500,000 shares; issued 1,621,767
  shares; outstanding 1,117,290 shares            1,622              1,622
 Capital in excess of par                         2,351              2,351
 Retained earnings                               38,580             37,696
                                              ----------         ---------

                                                 42,553             41,669
 Less 504,477 shares held

  in treasury, at cost                            6,629              6,629
                                              ----------         ---------

                                                 35,924             35,040
                                              ----------         ---------

                                              $ 161,588          $ 156,186
                                              ==========         =========
(1) Derived  from the Audited  Consolidated  Financial  Statements  for the year
ended October 30, 1999.

See accompanying notes to consolidated financial statements.
                                                         4


<PAGE>
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations - Unaudited

(in thousands - except share data)

                                                         13 Weeks Ended

                                                      January 29,   January 30,

                                                        2000           1999
                                                    -------------  --------

Sales                                                 $ 216,222    $ 203,607

Cost of merchandise sold                                160,907      150,730
                                                      ----------   ---------

Gross profit                                             55,315       52,877

Operating, general and

 administrative expenses                                 52,546       50,719
                                                      -----------  ---------

Income from operations                                    2,769        2,158
                                                      -----------  ---------

Other (expense) income:
  Interest expense                                       (1,374)      (1,396)
  Interest income                                            78           53
                                                      -----------  ---------

                                                         (1,296)      (1,343)

Earnings before income tax provision                      1,473          815

Income tax provision                                       (589)        (280)
                                                      ----------   ----------

Net income                                          $       884    $     535
                                                      ===========   ---------

Per share information:

Net income per common share, basic
 and diluted                                        $      .79    $     .48
                                                     ==========   =========

Weighted average number of common
  shares outstanding                                 1,117,290    1,117,290
                                                     ==========   =========

Dividends per common share                              -0-           -0-
                                                     ==========   =======



See accompanying notes to consolidated financial statements.

                                                         5
<PAGE>
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows - Unaudited
                                                (in thousands)
                                                   13 Weeks Ended
                                            January 29,    January 30,
                                               2000            1999
                                          ---------------  --------
Cash flows from operating activities:

  Net income                                     $     884   $   535
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Depreciation                                     2,692     2,713
    Amortization, intangibles                           88       181
    Amortization, deferred financing costs              71       136
    Amortization, deferred rent escalation              21    (  172)
    Deferred income taxes                          (   186)       84
    (Increase) decrease in
      Merchandise inventories                      ( 2,201)   (2,249)
      Receivables and other current assets             220    (  445)
      Prepaid income taxes                               -        81
      Other assets                                   1,046        34
      Related party receivables-Wakefern             3,547     2,911
    Increase (decrease) in
      Accounts payable                               8,738     1,732
      Income taxes payable                         (   276)
      Other liabilities                                503       764
                                                 ----------  -------
                                                    15,147     6,305

Cash flows from investing activities:
  Cash paid for the purchase of property
   and equipment                                  (   756)    (1,945)
  Cash paid for construction in progress          ( 6,191)         -
  Decrease in related party
   receivables-other                                    8         32
                                                 ----------  -------
                                                  ( 6,939)    (1,913)
                                                 ----------  --------
Cash flows from financing activities:

  Proceeds from issuance of debt                   11,400         -
  Principal payments under long-term debt         (15,498)    (3,374)
  Principal payments under capital
   lease obligations                              (   119)    (  125)
  Principal payments under long-term
   debt, related party                            (   126)    (   69)
  Deferred financing costs                        (   877)         -
                                                 ---------   -------

                                                  ( 5,220)    (3,568)
                                                  --------   --------

NET CHANGE IN CASH AND CASH EQUIVALENTS             2,988        824

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD      4,094      3,905
                                                 ---------   -------

CASH AND CASH EQUIVALENTS, END OF PERIOD         $  7,082    $ 4,729
                                                 ========-   =======

See accompanying notes to consolidated financial statements.

                                                     6
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1    Basis of Presentation

The unaudited  Consolidated  Financial Statements as of or for the period ending
January 29, 2000,  have been  prepared in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-Q and rule 10-01.  The balance sheet at October 30, 1999
has been taken  from the  audited  financial  statements  at that  date.  In the
opinion of the management of the Company,  all adjustments  (consisting  only of
normal   recurring   accruals)  which  are  considered   necessary  for  a  fair
presentation of the results of operations for the period have been made. Certain
financial  information and footnote  disclosures  normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted.  The reader is  referred  to the  consolidated
financial  statements and notes thereto  included in the Company's annual report
on Form 10-K for the year ended October 30, 1999.

Certain  reclassifications  have been made to prior year financial statements in
order to conform to the current year presentation.

These  results  are not  necessarily  indicative  of the  results for the entire
fiscal year.

    Part I - Item 2  Management's Discussion and Analysis of Financial
    Condition and Results of Operations

Financial Condition and Liquidity

The Company was a party to a Loan  Agreement (the "Credit  Agreement")  with one
financial  institution  which would have  terminated  on February 15,  2000.  On
January 7, 2000 the Credit Agreement was assigned to a lending group and amended
and restated (the "Amended Credit  Agreement").  The Amended Credit Agreement is
secured by  substantially  all of the Company's  assets and provides for a total
commitment of up to  $55,000,000  including a revolving  credit  facility  ("the
Revolving  Note")  of up to  $25,000,000,  a term  loan  (the  "Term  Loan")  of
$10,000,000 and a capital expenditures  facility (the "Capex Facility") of up to
$20,000,000.  The Amended Credit  Agreement  contains  certain  affirmative  and
negative  covenants  which,  among  other  matters  will  (i)  restrict  capital
expenditures,  (ii) require the maintenance of certain levels of earnings before
interest,   taxes,   depreciation  and  amortization   less  rent  payments  for
capitalized lease locations  ("Adjusted  EBITDA") and (iii) require debt service
coverage and leverage ratios to be maintained.

The Amended  Credit  Agreement (a)  increases the total amount  available to the
Company under the Revolving Note from $20,000,000 to $25,000,000, subject to the
borrowing base limitation of 65%  (previously  60%) of eligible  inventory;  (b)
increases  the Term  Loan  facility  by  $9,500,000;  (c)  eliminates  the Stock
Redemption Loan ($1,020,000) and the Expansion Loan ($1,175,000) which were part
of the Credit Agreement; (d) extends the term of the Amended Credit Agreement to
December  31, 2004;  (e)  provides  for  repayment of the Term Loan in quarterly
installments of $500,000 each,  commencing  April 1, 2000 and ending on December
31,  2004;  (f)  provides  for the payment of interest  only on the  outstanding
balance of the Capex Facility,  and an unused facility fee of .50% for the first
two  years  of the term of this  loan and  fixed  quarterly  principal  payments
thereafter based on a seven year amortization schedule with a balloon payment

                                                  7


<PAGE>



due December 31, 2004; (g) provides for three  additional  financial  covenants;
(h) amends certain definitions; (i) increases the interest rate on the Revolving
Note by .25% to the Base Rate  (defined  below) plus .50%;  (j) changes the Term
Loan to a floating  rate loan at the Base Rate plus .75%;  (k)  provides for the
Capex  Facility to be a floating  rate loan at the Base Rate plus .75%;  and (l)
provides  for  certain  additional  borrowing  limitations  over the term of the
Amended Credit  Agreement.  Other terms and  conditions of the Credit  Agreement
previously  reported on by the Company have not been modified.  The Base Rate is
the rate which is the  greater of (i) the bank prime loan rate as  published  by
the Board of Governors of the Federal Reserve System,  or (ii) the Federal Funds
rate, plus .50%. Additionally, the Company may elect to use the London Interbank
Offered  Rate  ("LIBOR")  plus  2.50%  to  determine  the  interest  rate on the
revolving credit facility and LIBOR plus 2.75% to determine the interest rate on
the Term Loan and Capex Facility.

As of January 29, 2000 the Company owed $10,000,000 on the Term Loan and had not
borrowed any funds under the Capex Facility.

The Company's  compliance with the major  financial  covenants under the Amended
Credit Agreement was as follows as of January 29, 2000:

                          Amended                   Actual

Financial                 Credit                   (As defined in the
Covenant                  Agreement                Amended Credit Agreement)
---------                 ---------                -------------------------

Adjusted EBITDA          Greater than $13,000,000    $ 16,891,000
Leverage Ratio           Less than 3.0 to 1.00       1.39 to 1.00
Debit Service Coverage
 Ratio                   Greater than 1.10 to 1.00   1.55 to 1.00
Adjusted Capex           Less than $6,750,000  (1)   $    756,000 (2)
Store Project Capex      Less than $14,800,000 (1)   $  6,191,000 (2)

(1) Represents limitations on capital expenditures for fiscal 2000. Adjusted
    Capex is all Capex other than New/Replacement Store Project Capex.
(2) Represents capital expenditures for the quarter ended January 29, 2000.

No cash dividends have been paid on the Common Stock since 1979, and the Company
has no present  intentions or ability to pay any dividends in the near future on
its Common Stock.  The Amended  Credit  Agreement does not permit the payment of
any cash dividends on our Common Stock.

Year 2000

The Company and Wakefern did not experience any material adverse effect on store
or warehouse  operations as the result of the impact of year 2000 ("Y2K") issues
on our computer  based  systems and  applications.  In  preparation  for the new
millennium all critical  systems were made Y2K  compliant.  The costs related to
the Y2K  project  were  included  in the normal  operating  results  and capital
expenditures  of  both  the  Company's  and  Wakefern's  Information  Technology
Departments  and did not have any  material  effect on the  Company's  operating
results.  The  Company  does  not  currently  expect  any  Y2K  problems  to  be
encountered for the remainder of the year 2000 that would have a material effect
on the operating results of the Company.

                                                  8


<PAGE>



Working Capital

At January 29, 2000, the Company had a working capital  deficiency of $6,643,000
compared  to working  capital of  $2,507,000  at October  30, 1999 and a working
capital deficiency of $4,775,000 at January 30, 1999.

The decline in working  capital from October 30, 1999 was  primarily  due to the
collection of $4,537,000 of current related party receivables which were used to
reduce the Revolving  Note which is classified as long-term  borrowings  and the
increase in accounts payable of $8,738,000 which relates primarily to inventory,
capital  expenditures  and  pre-opening  costs for the new  Branchburg  and Wall
Township, New Jersey stores, which, when paid, will increase the Revolving Note.
The Company  normally  requires small amounts of working capital since inventory
is generally sold at  approximately  the same time that payments to Wakefern and
other suppliers are due and most sales are for cash or cash equivalents.

Working capital ratios were as follows:

              January 29, 2000    .89 to 1.0
              October 30, 1999   1.05 to 1.0
              January 30, 1999    .92 to 1.0


Cash flows (in millions) were as follows:

                                 Thirteen Weeks Ended

                           1/29/00                 1/30/99

Operating activities...    $15.1                   $ 6.3
Investing activities...     (6.9)                   (1.9)
Financing activities...     (5.2)                   (3.6)
                           ------                   -----

       Totals              $ 3.0                   $ 0.8
                           ======                  =====

The Company had $18,189,000 of available  credit, at January 29, 2000, under its
revolving  credit  facility.  On  January  7,  2000 the  Company  completed  the
renegotiation of the terms and conditions of the Credit  Agreement.  The Amended
Credit  Agreement will adequately meet our operating  needs,  scheduled  capital
expenditures and debt service for fiscal 2000 and 2001.

For the 13 weeks ended  January  29,  2000  depreciation  was  $2,692,000  while
capital  expenditures  totaled  $756,000,  compared to $2,713,000 and $1,945,000
respectively in the prior year period.

Results                   of  Operations   (13  weeks  ended  January  29,  2000
                          compared to 13 weeks ended January 30, 1999)

Sales:

Sales for the  current  period  totaled  $216.2  million as  compared  to $203.6
million in the prior year period. Same store sales from the twenty one stores in
operation in both periods  increased  6.2%.  This increase is  attributable,  in
part, to increased sales in stores opened or expanded in the last four years.

                                                  9


<PAGE>



Gross Profit:

Gross profit as a percent of sales decreased to 25.6% of sales compared to 26.0%
in the prior year  period.  Patronage  dividends,  applied as a reduction of the
cost of merchandise  sold,  were $1.4 million in both the current and prior year
periods. Gross profit as a percentage of sales declined primarily as a result of
decreased  patronage  dividends as a percentage  of sales and the  completion of
Wakefern  incentive  programs  for the new  locations  opened  in  fiscal  1998,
partially offset by reduced Wakefern assessment as a percentage of sales.

Operating Expenses:

Operating,  general and administrative expenses as a percent of sales were 24.3%
versus 24.9% in the prior year period.  The decrease in  operating,  general and
administrative  expenses as a percent of sales was primarily due to decreases in
certain  expense  categories as a percentage of sales. As a percentage of sales,
selling  expense  decreased .44%,  labor and related fringe  benefits  decreased
 .10%, occupancy decreased .14% and depreciation  decreased .08%. These decreases
were partially offset by an increase in pre-opening  costs of .17%.  Pre-opening
costs were for the new Branchburg, New Jersey store opened in February 2000.

Interest Expense:

Interest expense decreased to $1,374,000 from $1,396,000,  while interest income
was $78,000  compared to $53,000 for the prior period.  The decrease in interest
expense for the current year period was due to a decrease in average outstanding
debt, including capitalized lease obligations,  since January 30, 1999 partially
offset by an increase in the average interest rate paid on debt.

Income Taxes:

An income tax rate of 40% has been used in the current year period compared to a
rate of 34% in the prior year period based on the expected effective tax rates.

Net Income:

Net income was $884,000 in the current  year period  compared to $535,000 in the
prior  year  period.   Earnings  before   interest,   taxes,   depreciation  and
amortization  ("EBITDA") for the current  period were  $5,641,000 as compared to
$5,016,000 in the prior year period. Net income per common share, both basic and
diluted,  was $.79 in the  current  period  compared  to $.48 in the prior  year
period. Per share calculations are based on 1,117,290 shares outstanding in both
periods.

                                                     10


<PAGE>










                                     PART II

                                OTHER INFORMATION

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

                     Exhibit (27) - Financial Data Schedule

            Exhibit (99)- Restatement of Foodarama Supermarkets, Inc.
                  Supplemental Executive Retirement Plan-dated
                              as of January 1, 1998

      (b) No reports on Form 8-K were required to be filed for the 13 weeks
                             ended January 29, 2000

































                                                 11


<PAGE>



                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

                                                FOODARAMA SUPERMARKETS, INC.
                                                ----------------------------

                                                        (Registrant)


Date:  March 9, 2000                            /S/    MICHAEL SHAPIRO
                                                ----------------------
                                                        (Signature)
                                                Michael Shapiro
                                                Senior Vice President
                                                Chief Financial Officer

Date:  March 9, 2000                            /S/   THOMAS H. FLYNN
                                                ---------------------
                                                       (Signature)
                                               Thomas H. Flynn
                                               Principal Accounting Officer









                                                 12


<PAGE>









                                          - - oOo - -



                                   EXHIBIT 99




                                 FOODARAMA SUPERMARKETS, INC.
                            SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




                                          - - oOo - -


                              Restatement Date: January 1, 1998






<PAGE>



                                       Table of Contents

Section                             Title                                 Page

Article I                       Name, Effective Date and Purpose         1

Article II                                           Definitions         2

Article III                        Eligibility and Participation         6

Article IV                             Determination of Benefits         7

Article V                                          Distributions        10

Article VI                         Pre-Retirement Death Benefits        11

Article VII                           Administration of the Plan        12

Article VIII                           Amendment and Termination        15

Article IX                                         Miscellaneous        16

Appendix A                                                              20

Appendix B                                                              21




<PAGE>





                                           Article I
                               Name, Effective Date and Purpose

Section 1.01 -- Name

            The name of the Plan is "Foodarama Supermarkets, Inc.
Supplemental Executive Retirement Plan," hereinafter referred to as the "Plan".

Section 1.02 -- Effective Date

            The  effective  date of the Plan is January  17,  1989 and  restated
effective January 1, 1998. Section 1.03 -- Purpose

            The purpose of the Plan is to provide a select  group of  management
employees  the incentive to remain in employment  until age  sixty-five  (65) by
providing  additional  benefit security to the employee through the provision of
supplemental  retirement benefits,  supplemental  pre-retirement death benefits,
and supplemental disability benefits.


<PAGE>

                                          Article II
                                          Definitions

Section 2.01 -- Actuarial Equivalent

            For  Participants  and  beneficiaries  shall be determined using the
1983 Group Annuity  Mortality  Table blended fifty percent (50%) males and fifty
percent (50%)  females,  assuming a rate of  investment  return of eight percent
(8%) compounded annually. Section 2.02 -- Beneficiary

            Shall mean the individual  designated by the  Participant to receive
any  Pre-retirement  Death  Benefits  or  to  be a  contingent  beneficiary  for
Retirement Benefits under the Plan. Section 2.03 -- Board

            Shall mean the Board of Directors of the Employer.
Section 2.04-- Cause

            Shall mean that the  Participant  has  engaged in any act of willful
            misconduct  during the course of his employment with the Employer in
            the reasonable  determination of the Committee,  including,  but not
            limited to,  having:  (a)  Committed  an  intentional  act of fraud,
            embezzlement, or theft in connection with Participant's duties or in
            the course of his employment with Employer;

Caused intentional  wrongful damage to property of Employer in the course of his
employment  with Employer;  or Engaged in any gross  misconduct in the course of
his employment with Employer.

            (Provided , that with  respect to any of the acts  described  in the
preceding  subparagraphs  (a) through (c),  such act shall have been  materially
harmful to Employer).  For purposes of this Plan, an act or omission on the part
of the Participant shall be deemed  "intentional" if it was not due primarily to
an error in judgement or negligence  and was done by a  Participant  not in good
faith and without  reasonable  belief  that the act or omission  was in the best
interests of Employer. Section 2.05 -- Change of Control

            Shall mean the  purchase or  acquisition  by any  person,  entity or
group of persons, within the meaning of Section 13(d) or 14(d) of the Securities
Exchange  Act of  1934  ("Act"),  or any  comparable  successor  provisions,  of
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
Act) of more than 50% of the outstanding  shares of common stock or the combined
voting power of Employer's then outstanding  voting securities  entitled to vote
generally,  in or at the  election  of the  directors  or  the  approval  by the
stockholders of the Employer of a reorganization,  merger, or consolidation,  in
each case,  with  respect to which  persons  who were  stockholders  of Employer
immediately  prior  to such  reorganization,  merger  or  consolidation  do not,
immediately  thereafter,  own more than 50 percent of the combined  voting power
entitled to vote  generally in the  election of  directors  of the  reorganized,
merged or consolidated Employer's then outstanding securities,  or a liquidation
or  dissolution  of  Employer  or of the  sale  of all or  substantially  all of
Employer's assets. Section 2.06 -- Code

            Shall mean the Internal Revenue Code of 1986 as amended from time
to time.

Section 2.07-- Committee

            Shall mean the Committee established under the provisions of Article
VII.


<PAGE>





Section 2.08 -- Disabled

            Shall  mean  a  physical  or  mental  condition  which  renders  the
Participant  incapable of  continuing  his usual and  customary  duties with the
Employer and can be expected to result in death or be of a long,  continued  and
indefinite  duration.  Disability  shall be determined in the sole discretion of
the Committee. Section 2.09 -- Employee

            Shall mean any full-time person who is employed by the Employer.
Section 2.10-- Employer
------------   --------
            Shall mean Foodarama Supermarkets, Inc.
Section 2.11 -- 401(k) Plan

            Shall mean the Foodarama Supermarkets, Inc. 401(k) Savings Plan.
Section 2.12 -- Final Average Earnings

            Shall mean the Participant's five (5) year average annual W-2 pay in
addition  to  elected  deferrals  under the  401(k)  Plan  during any sixty (60)
consecutive  months prior to his retirement  which produce the highest  average.
Section 2.13 -- Late Retirement Date

            Shall mean the first day of any month  following  Normal  Retirement
Date.

Section 2.14 -- Normal Retirement Date

            Shall mean the first day of the calendar  month  coincident  or next
following the Participant's Normal Retirement Age.

Section 2.15 -- Normal Retirement Age

            Shall mean the attainment of age sixty-five (65).


<PAGE>





Section 2.16 -- Participant

            Shall mean any Employee who has completed  five (5) or more years of
employment  with the Employer and has been  designated as  participating  in the
Plan by the Board or their  designee and who has a benefit that is payable under
this Plan.
Section 2.17 -- Participation Agreement

            Shall mean the Agreement under which the Employer designates the
            Participant's annual retirement income as a percentage of
            compensation and the Participant designates his beneficiary.
Section 2.18-- Pension Plan

            Shall mean the Foodarama Supermarkets, Inc. Pension Plan.
Section 2.19 -- Plan

            Shall mean the Foodarama Supermarkets, Inc. Supplemental Executive
            Retirement Plan as set forth herein.
Section     2.20 -- Plan Administrator

            Shall mean the Committee under the Plan.

Section 2.21 -- Plan Year

            Shall mean a year which commences on the first date of January and
            ends on the last day of December.

Section 2.22-- Vested

            Shall  mean  that  portion  of the  Participant's  benefit  which is
            non-forfeitable.


<PAGE>





                                         Article III
                                 Eligibility and Participation

Section     3.01 -- Eligibility
             An Employee of the Employer who:

            (a) is a member  of a  select  group  of  management  or is a highly
                compensated  Employee;  and
            (b) is  specifically   designated  and notified by the Committee
                of his eligibility to join the Plan

shall become a Participant in the Plan as of the first day of the Plan Year in
which notification occurs subject to meeting the requirements of Section 3.02
of the Plan.

Section 3.02-- Notification

            The  Committee  shall  notify in writing each  Employee  whom it has
determined  is eligible to join the Plan.  Upon  completion  of a  Participation
Agreement by the Employee, the Employee's name shall be added to Appendix A as a
Participant of the Plan.


<PAGE>





                                          Article IV
                                   Determination of Benefits

Section 4.01 -- Amount of Supplemental Retirement Benefit

     The amount of benefit that a Participant  is entitled to when he retires on
his  Normal or Late  Retirement  date shall be equal to a - (b + c + d) plus (e)
where:  (a)  Annual  benefit  percentage  from the  Participant's  Participation
Agreement times the  Participant's  Final Average  Earnings;  (b) Annual benefit
from the Pension  Plan  payable in the form of a one  hundred  and twenty  (120)
month certain and life annuity.

     (c)Annual  Employer  provided  benefit  from the  401(k)  plan.  The annual
Employer  provided  benefit  from the  401(k)  Plan  shall be the  Participant's
account  balance  attributable  to the  Employer  profit  sharing  and  matching
contributions converted to a one hundred and twenty (120) month certain and life
annuity in accordance  with  Appendix B. In  determining  the Employer  matching
contributions,  for purposes of this Plan it is assumed the  Employee  elects to
defer an amount sufficient to receive the maximum Employer matching contribution
defined  by  the  401(k)  Plan;  and  The  annual   benefit   derived  from  the
Participant's Social Security, plus:

               In addition to the monthly benefit  determined  under (a) through
(d) the Participant will have a medical  spending account  available to continue
medical  benefit  coverage with the Company or to be used for  reimbursement  of
reasonable  and  customary  expenses for  medical,  dental,  pharmaceutical,  or
optical expenses. Reimbursement requires submission of receipts of amounts paid.
The amount of the account will accrue on a monthly  basis equal to fifty percent
(50%) of the cost of  maintaining  benefit  coverage  based on the  programs  of
benefits  provided by the Company for its active full-time  salaried  employees.
The account will be set up each year on a calendar  year for  expenses  incurred
during the  calendar  year.  Any unused  account  balance will be set to zero at
year-end and will not carry over to the next year.  All  reimbursement  requests
must be  submitted  by April 30  following  the close of the  calendar  year the
expense  was  incurred  to  be  eligible  for  reimbursement.  Section  4.02  --
Disability Benefits

     Should  the  Participant  become  Disabled  prior to  attainment  of Normal
Retirement  Age,  the  Participant  shall be  entitled  to receive an  immediate
Disability  Benefit based on Final Average  Earnings at the date the Participant
became Disabled.  The Disability  Benefit shall be the annual benefit percentage
determined pursuant to the Participant's Participation Agreement times his Final
Average  Earnings  offset  by  payments  from  any  Employer  plan of  long-term
disability  and  Social  Security  payments.   Upon  the  attainment  of  Normal
Retirement Age, the Participant's annual benefit shall be calculated pursuant to
Section  4.01 of the  Plan  utilizing  Final  Average  Earnings  at the time the
Participant became disabled.

Section 4.03 -- Vesting

            A Participant  shall vest in his benefit upon the  attainment of the
earlier of becoming Disabled,  in the event of death, Change of Control, or upon
attaining Normal  Retirement Age. Any Participant who has terminated  employment
prior to these  events  will not be  vested  and  therefore  have no  rights  to
benefits under this Plan. Section 4.04 -- Loss of Benefits

            A Participant  shall forfeit any and all benefits,  including  those
            Vested  under the Plan if:

            (a) The  Participant  is  terminated  for Cause.

            (b) The  Participant  uses  trade  secrets in  competition  with the
            Employer.  In the event the Employer  determines  that a Participant
            has used or is using trade secrets or other confidential,  secret or
            proprietary   information  of  the  Employer  to  compete  with  the
            Employer,  the Employer shall discontinue all benefit payments to or
            on behalf of the  Participant  effective  thirty (30) days after the
            Employer gives the Participant  written notice of its determination.
            Such notice shall be sent registered mail, return receipt requested,
            and shall provide the manner in which the Participant may respond to
            the Employer's determination. If, within one (1) year of the date of
            such notice, the Employer in its sole discretion determines that the
            Participant  has ceased to so use such  information  and that future
            use of such information is not likely to cause substantial detriment
            to the Employer,  the Employer,  in its sole discretion,  may resume
            benefit  payments,  but any discontinued or missed payments shall be
            forfeited.


<PAGE>





                                          Article V
                                         Distributions

Section 5.01 -- Payment of Benefits

            A  Participant  shall be entitled to receive a  distribution  of his
            benefit following  termination of employment on the first day of the
            month coincident with or following:
            (a) Determination of entitlement for disability benefits

            In the event of the Participant's death
            The later of the Participant's

            Normal Retirement Date; or
            Late Retirement Date

Section 5.02 -- Form of Distribution

            The Participant shall receive his benefit in the form of a life
annuity with one hundred and twenty (120) monthly payments guaranteed.
Should the Participant die prior to receiving one hundred and twenty (120)
monthly payments, the unpaid installments shall be paid to the Participant's
Beneficiary.  If there is no designated Beneficiary, the unpaid installments
shall be paid to the Participant's estate in a lump sum using Actuarial
Equivalencies for lump sum payments.





<PAGE>





                                          Article VI
                                Pre-Retirement Death Benefits

Section 6.01 -- Pre-Retirement Death Benefit

            If the  Participant  dies prior to  commencement  of benefits in the
Plan, then the  Participant's  Beneficiary shall be entitled to a pre-retirement
death  benefit.  The amount of benefit that the  Beneficiary is entitled to upon
the  death of the  Participant  shall be  equal  to fifty  percent  (50%) of the
benefit payable under Section 4.01 that the  Participant  would have received if
the  Participant  had  retired on the day  immediately  before  his  death.  For
purposes of calculating the  pre-retirement  death benefit,  the offsets in (b),
(c) and (d) in Section 4.01 shall be calculated at the time of the Participant's
death.  The  Participant's  Beneficiary  shall  continue  to receive the benefit
provided  in Section  4.01(e)  for a period not to exceed one hundred and twenty
(120) months from the date benefit  payments  commence  from this plan.  Section
6.02 -- Form and Commencement of Benefit

            The Pre-Retirement  Death Benefit shall commence on the first day of
the month following the Participant's  death. The  Pre-Retirement  Death Benefit
shall be payable in one hundred and twenty (120)  monthly  installments.  Should
the Participant's  Beneficiary die prior to receiving the one hundred and twenty
(120)  monthly  installments,  the  unpaid  installments  shall  be  paid  to  a
designated  contingent  Beneficiary.   If  there  is  no  designated  contingent
Beneficiary,  the unpaid installments shall be paid to the Beneficiary's  estate
in a lump sum using the Actuarial Equivalencies for lump sum payments.


<PAGE>





                                          Article VII
                                  Administration of the Plan

Section 7.01 -- Appointment of the Committee

            The  day-to-day  administration  of the Plan,  as  provided  herein,
including the supervision of the payment of all benefits to retired Participants
and their  Beneficiaries,  shall be vested in and be the  responsibility  of the
Committee which shall be the Benefits Committee of the Employer.

Section 7.02 -- Conduct of Committee Business

            The  Committee  shall  conduct  its  business  and hold  meetings as
determined by it from time to time. A majority of the  Committee  shall have the
power to act, and the concurrence of any member may be by telephone, telegram or
letter.  The Committee may delegate any one of its members to carry out specific
duties and to sign  appropriate  forms and  authorizations.  In carrying out its
duties,  the  Committee  may,  from  time  to  time,  employ  an  administrative
organization  and  agents  and may  delegate  to them  ministerial  and  limited
discretionary  duties as it sees fit, and may consult with  counsel,  who may be
counsel to the Employer.

Section 7.03 -- Committee Officers,  Subcommittees, and Agents

            The  Committee  shall  elect from its  members a Chairman  and shall
appoint such  subcommittees as it shall deem necessary and appropriate,  and may
authorize  one (1) or more of its members or any agent to execute or deliver any
instrument on its behalf and do any and all other things necessary and proper in
the  administration  of the Plan.

Section 7.04 -- Expenses of the Committee and Plan Costs

            The expenses of  administering  the Plan,  including the printing of
literature and forms related thereto,  the disbursement of benefits  thereunder,
and the  compensation  of  administrative  organizations,  agents,  actuary,  or
counsel shall be paid by the Employer.

Section7.05 -- Records of the Committee

            The Committee shall keep a record of all its proceedings, which
shall be open to inspection by the Employer.

Section 7.06-- Committee's Right to Administer and Interpret the Plan

            The  Committee  shall  have  the  absolute  power,  discretion,  and
authority  to  administer  and  interpret  the Plan and to adopt  such rules and
regulations  as in the opinion of the  Committee  are  necessary or advisable to
implement, administer, and interpret the Plan, or to transact its business. Such
rules and  regulations  as adopted by the  Committee  shall be binding  upon any
persons  having  an  interest  in or under  the  Plan.

Section  7.07 --  Claims Procedure

            A claim for benefits under the Plan must be made to the Committee in
writing.  The  Committee  shall  provide  adequate  notice  in  writing  to  any
Participant,  or  Beneficiary  whose claim for benefits  under the Plan has been
denied,  setting forth the specific reasons for such denial, written in a manner
calculated to be understood by the  Participant,  or Beneficiary.  If a claim is
denied,  in whole or in part,  the  Committee  shall send the  claimant a notice
explaining the reasons for claim denial. A claimant whose claim has been denied,
or his authorized representative, may request a review of the denial, but such a
request must be in writing,  and must be submitted to the Committee within sixty
(60) days after the claimant's  receipt of the notice of denial. The review of a
claim which has been denied  shall be made by the  Committee  within  sixty (60)
days of the receipt of the request for review,  unless the Committee  determines
that special  circumstances  require  additional  time, in which case a decision
shall be rendered not later than one hundred  twenty (120) days after receipt of
the request for review. The decision on the review shall be in writing and shall
include specific reasons for the decision,  written in a manner calculated to be
understood  by the  claimant,  and  specific  reference  to the  pertinent  Plan
provisions on which the decision is based. The Committee shall have the absolute
authority and discretion to adjudicate  claims under this section.

Section 7.08 -- Responsibility and Authority of the Committee

            The responsibilities and authority of the Committee shall not exceed
the limitations of this Article VII. The Committee shall direct the Employer, an
insurance  company,  or the  trustees  of a  rabbi  trust  to make  payments  to
Participants  or  Beneficiaries  as  provided  under the Plan.

Section  7.09 -- Indemnity of the Committee

            The Employer  shall  indemnify  and hold harmless the members of the
Committee against any and all claims, loss, damage, expense or liability arising
from any action or failure to act with  respect to this Plan,  except as limited
by law.


<PAGE>





                                         Article VIII
                                   Amendment and Termination

Section 8.01 -- Amendment

            The  Employer  reserves  the  right to amend  the Plan at any  time.
However,  no  amendment  shall  reduce the  Participant's  right to the benefits
defined  by  their  Participation  Agreement  upon  becoming  vested  as of  the
amendment date. Any such amendment shall be made pursuant to a resolution of the
Board.

Section 8.02 -- Termination

            The  Employer  through  actions of its Board  reserves  the right to
terminate  the Plan at any time. If the Board has elected to  permanently  cease
the Plan,  the Plan shall be considered a frozen Plan and a  distribution  shall
not be made to a  Participant  until the  occurrence  of an event  described  in
Section  5.01 of the Plan.  If the Pension  Plan is  terminated,  no  additional
Participation  Agreement  shall  become  part of this  Plan.  The Plan  shall be
treated as a frozen plan unless the Board elects to terminate  the Plan.  If the
Plan is terminated for whatever reason, the Participant's  benefit shall be paid
in a lump sum ninety (90) days after the  termination  of the Plan. The lump sum
shall be the Actuarial Equivalent of the Participant's  Supplemental  Retirement
Benefit under the Plan as of the Plan's termination date.


<PAGE>





                                          Article IX
                                         Miscellaneous

Section 9.01 -- Unsecured Creditor

            Participants  and their  Beneficiaries,  heirs and successors  under
this Plan  shall  have  solely  those  rights of an  unsecured  creditor  of the
Employer.  Any and all assets of the Employer  shall not be deemed to be held in
trust for any Participant, their Beneficiaries,  heirs and successors, nor shall
any assets be considered  security for the  performance  of  obligations  of the
Employer  and said  assets  shall at all times  remain  unpledged,  unrestricted
general assets of the Employer.  The Employer's  obligation under the Plan shall
be an unsecured and unfunded  promise to pay benefits at a future date.

Section 9.02 -- Unfunded Plan

            This Plan is an  unfunded  plan  maintained  to  provide  retirement
benefits for a select group of management and highly compensated employees.  Any
Participant's  benefit under the Plan is maintained for  recordkeeping  purposes
only and is not to be construed as funded.  Notwithstanding  the unfunded status
of the Plan,  the Employer may establish a grantor trust pursuant to Section 677
of the Code to hold assets under the Plan.

Section 9.03 -- Non-Assignability

            The Participant and their Beneficiaries,  heirs and successors shall
not have any right to commute,  sell,  pledge,  assign,  transfer  or  otherwise
convey  the right to receive  any  payment  under  this  Plan.  The right to any
payment of benefits shall be non-assignable and non-transferable.  Such right to
payment shall not be subject to legal process or levy of any kind.

Section 9.04 -- Not A Contract of Employment

            The  terms  and  conditions  of this  Plan  shall  not be  deemed to
constitute a contract of  employment  between the Employer and the  Participant.
Moreover,  nothing in this Plan shall be deemed to give a Participant  the right
to be retained in the service of the Employer or to interfere  with the right of
the  Employer  to  discipline  or  discharge  him at any time.

Section  9.05 -- Successor Organizations

            The Employer  agrees that it will not merge or consolidate  with any
other corporation or organization, or permit its business activities to be taken
over by any other  organization,  unless and until the  succeeding or continuing
organization or corporation  assumes the rights and obligations under this Plan.
If the successor  organization  refuses to accept the rights and  obligations of
this Plan,  all  benefits  will vest and the Plan shall  terminate  prior to the
consolidation,  merger or business  takeover.  Benefits  shall be calculated and
distributed pursuant to Section 8.02 of the Plan.

Section 9.06 -- Governing Law

            Subject to the provisions of the Employer Retirement Income Security
Act of 1974 and to the extent superseded by Federal law, the Plan shall be
construed, administered and enforced under the laws of the State of New Jersey.

Section 9.07-- Binding Agreement

            This Plan shall be  binding  on the  parties  hereto,  their  heirs,
executors, administrators, and successors in interest.

Section 9.08 -- Invalidity of Certain Provisions

            If any provision of this Plan is held invalid or unenforceable, such
invalidity or  unenforceability  shall not affect any other provision hereof and
this Plan shall be  construed  and  enforced as if such  provision  had not been
included.

Section 9.09 -- Masculine, Feminine, Singular and Plural

            The masculine shall include the feminine and the singular shall
include the plural and the plural the singular wherever the person or entity or
context shall plainly so require.

Section 9.10--  Withholding Taxes

            The Committee shall make any appropriate arrangements to deduct from
all  amounts  paid  under  the Plan any taxes  required  to be  withheld  by any
government or governmental agency.

Section 9.11 -- Incapacity

            In the event that any  Participant is unable to care for his affairs
because of illness or accident, any payment due may be paid to the Participant's
spouse, parent,  brother, sister or other person deemed by the Committee to have
incurred  expenses  for the care of such  Participant,  unless a duly  qualified
guardian or other  legal  representative  has been  appointed.

Section  9.12 -- Number of Counterparts

            This Plan may be  executed  in any number of  counterparts,  each of
which when duly executed by the Employer shall be deemed to be an original,  but
all of  which  shall  together  constitute  but  one  instrument,  which  may be
evidenced by any counterpart.


<PAGE>





            IN WITNESS WHEREOF,  This Plan has been adopted this  ______________
day of _____________________, 1998.

Attest:                                     FOODARAMA SUPERMARKETS, INC.



By:  _________________________              By:_________________________________


                                                      ----------------------
                                                              Title




<PAGE>





                                          APPENDIX A

                                      PLAN PARTICIPANTS


<PAGE>




                                          APPENDIX B

                     DEFINED CONTRIBUTION PLAN ANNUITY CONVERSION FACTORS

       Age               Factor               Age               Factor

        45                6.83%                61                8.33%
        46                6.89%                62                8.48%
        47                6.95%                63                8.63%
        48                7.02%                64                8.79%
        49                7.09%                65                8.96%
        50                7.16%                66                9.14%
        51                7.24%                67                9.32%
        52                7.32%                68                9.51%
        53                7.41%                69                9.70%
        54                7.50%                70                8.89%
        55                7.60%                71               10.09%
        56                7.71%                72               10.30%
        57                7.82%                73               10.50%
        58                7.94%                74               10.70%
        59                8.06%                75               10.90%
        60                8.19%


Basis:  1983 Group Annuity Mortality Table (50% male)
          Interest = 6%

To convert the balance of  employer-provided  401(k) matching and profit sharing
contributions to an annual annuity,  payable for the participant's life with 120
payments  guaranteed,  multiply the balance by these factors.  The  Supplemental
Executive Retirement Plan benefit must be offset by this annuity.

For  example,  for each  $1,000 in the  balance  at age 65,  reduce  the  annual
Supplemental Executive Retirement Plan benefit by $89.60.