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 July 31, 1999

                          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                                        September 3, 1999

         Common Stock                                    1,117,150 shares
         $1 par value


<PAGE>






                          FOODARAMA SUPERMARKETS, INC.


                 PART I.   FINANCIAL INFORMATION

                     Item 1.        Financial Statements

                                    Unaudited Consolidated Balance Sheets
                                    July 31, 1999 and October 31, 1998

                                    Unaudited    Consolidated    Statements   of
                                    Operations for the thirteen weeks ended July
                                    31, 1999 and August 1, 1998

                                    Unaudited    Consolidated    Statements   of
                                    Operations  for the thirty  nine weeks ended
                                    July 31, 1999 and August 1, 1998

                                    Unaudited  Consolidated  Statements  of Cash
                                    Flows for the thirty  nine weeks  ended July
                                    31, 1999 and August 1, 1998

                                    Notes to the Unaudited 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


                 Certain   information   included   in  this  report  and  other
Registrant  filings  (collectively,  "SEC filings")  under the Securities Act of
1933, as amended,  and the Securities  Exchange Act of 1934, as amended (as well
as information  communicated  orally or in writing between the dates of such SEC
filings)  contain or may contain  forward-looking  information that is (i) based
upon  assumptions  which,  if changed,  could  produce  significantly  different
results;  or (ii) subject to certain risks,  trends and uncertainties that could
cause actual results to differ  materially  from expected  results.  Among these
risks,  trends and  uncertainties  are  matters  related to  national  and local
economic conditions, the effect of certain governmental regulations and programs
on the  Registrant,  year 2000  issues  related  to  computer  applications  and
competitive  conditions in the marketplace in which the Registrant operates. The
forward-looking  statements  are made as of the date of this  Form  10-Q and the
Registrant  assumes no  obligation to update the  forward-looking  statements or
update the reasons  actual  results  could  differ from those  projected in such
forward-looking   statements.  See  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations."

                                               2

<PAGE>




PART I FINANCIAL INFORMATION
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
                                              July 31,            October 31,
                                                1999                  1998
                                            (Unaudited)                (1)
ASSETS

Current assets:
 Cash and cash equivalents                      $   4,176             $  3,905
 Merchandise inventories                           38,685               37,804
 Receivables and other current assets               4,326                3,382
 Prepaid income taxes                                 832                1,005
 Related party receivables - Wakefern               5,349                6,860
 Related party receivables - other                    116                  152
                                                ---------             --------

                                                   53,484               53,108
                                                ---------             --------

Property and equipment:
 Land                                                 308                  308
 Buildings and improvements                         1,220                1,220
 Leaseholds and leasehold improvements             34,891               34,031
 Equipment                                         79,647               75,756
 Property under capital leases                     38,218               32,353
 Construction in progress                           1,651                    0
                                                ---------             --------

                                                  155,935              143,668
 Less accumulated depreciation and
 amortization                                      73,543               65,389
                                                ----------            --------

                                                   82,392               78,279
                                                ----------            --------

Other assets:
 Investments in related parties                     10,992               9,706
 Intangibles                                        4,019                4,562
 Other                                              2,916                2,384
 Related party receivables - Wakefern               1,508                1,370
 Related party receivables - other                    106                  158
                                                ---------             --------

                                                   19,541               18,180
                                                ---------             --------

                                                $ 155,417             $149,567
                                                =========             ========

                                                                     (continued)

(1) Derived  from the Audited  Consolidated  Financial  Statements  for the year
ended October 31, 1998.

See accompanying notes to the unaudited consolidated financial statements.



                                               3

<PAGE>




FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands - except share data)
                                                 July 31,        October 31,
                                                  1999              1998
                                              (Unaudited)           (1)
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
 Current portion of long-term debt            $  15,011          $   7,812
 Current portion of long-term debt,
  related party                                     517                211
 Current portion of obligations under
  capital leases                                    480                667
 Deferred income tax liability                    1,464              1,464
 Accounts payable:
  Related party - Wakefern                       29,238             30,525
  Others                                          7,133              6,446
 Accrued expenses                                10,343              8,708
                                              ----------         ----------

                                                 64,186             55,833
                                              ----------         ----------


Long-term debt                                    9,815             20,289
Long-term debt, related party                     1,575                916
Obligations under capital leases                 35,155             29,451
Deferred income taxes                             3,685              3,508
Other long-term liabilities                       6,654              6,556
                                              ----------         ----------

                                                 56,884             60,720
                                              ----------         ----------

Shareholders' equity:
 Common stock, $1.00 par; authorized
   2,500,000 shares; issued 1,621,627 shares;
   Outstanding 1,117,150 shares                   1,622              1,622
 Capital in excess of par                         2,351              2,351
 Retained earnings                               37,084             35,751
 Accumulated comprehensive income:
   Minimum pension liability adjustment             (81)               (81)
                                             -----------         ----------

                                                 40,976             39,643
 Less 504,477 shares held in treasury,
 at cost                                          6,629              6,629
                                              ----------         ----------

                                                 34,347             33,014
                                              ----------         ----------

                                              $ 155,417          $ 149,567
                                              ==========         ==========

(1) Derived  from the Audited  Consolidated  Financial  Statements  for the year
ended October 31, 1998.

See accompanying notes to the unaudited consolidated financial statements.



                                               4

<PAGE>






FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations - Unaudited
(in thousands - except share data)
                                                           13 Weeks Ended

                                                      July 31,     August 1,
                                                        1999         1998

Sales                                                $  203,243     $ 176,172

Cost of merchandise sold                                150,475       131,538
                                                     -----------    ----------

Gross profit                                             52,768        44,634

Operating, general and
 administrative expenses                                 50,839        43,353
                                                     ------------   ----------

Income from operations                                    1,929         1,281
                                                     ------------   ----------

Other (expense) income:
           Interest expense                              (1,366)       (  937)
           Interest income                                   74            41
                                                     -----------    ----------

                                                         (1,292)        ( 896)
                                                     -----------    -----------

Income before taxes                                         637           385

Income tax provision                                      ( 216)        ( 130)
                                                     -----------   -----------


Net income                                          $       421     $     255
                                                    ============    ==========

Per share information:

Net income per common share, basic and
  diluted                                          $       .38     $     .23
                                                   ============    ==========

Weighted average number of common
  shares outstanding                                 1,117,150     1,117,150
                                                  ============   ===========

Dividends per common share                              -0-           -0-


See accompanying notes to the unaudited consolidated financial statements.

                                               5

<PAGE>








FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations - Unaudited
(in thousands - except share data)
                                                           39 Weeks Ended

                                                      July 31,       August 1,
                                                        1999            1998
                                                     ----------       ---------

Sales                                                $ 602,270       $ 512,648

Cost of merchandise sold                               444,901         383,155
                                                     ----------       ---------

Gross profit                                           157,369         129,493

Operating, general and
 administrative expenses                               151,393         125,002
                                                     -----------     ----------

Income from operations                                   5,976           4,491
                                                     -----------     ----------

Other (expense) income:
         Interest expense                               (4,182)         (2,786)
         Interest income                                   225            258
                                                     ----------      ---------

                                                        (3,957)         (2,528)

Income before taxes                                      2,019           1,963

Income tax provision                                    (  686)         (  667)
                                                    -----------      ----------


Net income                                         $     1,333       $   1,296
                                                  ============      ==========

Per share information:

Net income per common share, basic and
  diluted                                         $      1.19       $    1.16
                                                 ============      ==========

Weighted average number of common
  shares outstanding                                1,117,150       1,117,150
                                                 ============    ============

   Dividends per common share                          -0-             -0-


See accompanying notes to the unaudited consolidated financial statements.




                                               6

<PAGE>








FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows - Unaudited
(in thousands)                                           39 Weeks Ended

                                                   July 31,1999   August 1,1998
Cash flows from operating activities:
  Net income                                       $   1,333       $  1,296
  Adjustments to reconcile net income to
   net cash provided by operating activities:
   Depreciation                                        8,154          5,868
   Amortization, intangibles                             543            403
   Amortization, deferred financing costs                254            478
   Amortization, deferred rent escalation             (   89)           200
   Deferred income taxes (benefit)                       177         (  170)
   (Increase) decrease in
     Merchandise inventories                          (  881)        (1,968)
     Receivables and other current assets             (  944)           768
     Prepaid income taxes                                173            140
     Other assets                                     (  786)           263
     Related party receivables-Wakefern                1,373          1,343
   Increase (decrease) in
     Accounts payable                                 (  600)         5,726
     Other liabilities                                 1,822            421
                                                    ---------       --------

                                                      10,529         14,768
Cash flows from investing activities:
   Cash paid for the purchase of property
    and equipment                                     (4,224)       ( 8,474)
   Cash paid for construction in progress             (1,651)       ( 4,214)
   Decrease (increase) in related party
    receivables-other                                     88        (    24)
                                                    ---------      ---------

                                                      (5,787)       (12,712)
Cash flows from financing activities:
   Proceeds from issuance of debt                      2,096          3,894
   Principal payments under long-term debt            (5,898)       ( 5,615)
   Principal payments under capital
    lease obligations                                 (  348)       (   326)
   Principal payments under long-term debt,
    related party                                     (  321)       (    53)
                                                    ---------      ---------

                                                      (4,471)       ( 2,100)
                                                    ---------      ---------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                        271        (    44)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD         3,905          3,678
                                                    ---------      ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD            $  4,176       $  3,634
                                                    ========       ========



See accompanying notes to the unaudited consolidated financial statements.


                                            7

<PAGE>








NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 1    Basis of Presentation

The unaudited  Consolidated  Financial  Statements as of or for the period ended
July 31, 1999,  included herein, 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 31, 1998
has been  derived from the audited  financial  statements  at that date.  In the
opinion of the management of the Registrant, all adjustments (consisting only of
normal recurring  accruals) which the Registrant  considers 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  Registrant's  annual
report on Form 10-K for the year ended October 31, 1998.

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.

Note 2    Adoption of Accounting Standards

Reporting Comprehensive Income

Effective  November 1, 1998,  the  Registrant  adopted  Statement  of  Financial
Accounting  Standards (SFAS) No. 130,  "Reporting  Comprehensive  Income".  This
Statement  establishes  standards  for  reporting  and display of  comprehensive
income and its components (revenue, expenses, gains and losses) in a full set of
general purpose  financial  statements.  This Statement  requires that all items
that are required to be recognized under  accounting  standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.  There was no material impact
from adopting the provisions of SFAS No. 130 in the quarter ended July 31, 1999.
There were no comprehensive income items during the quarter ended July 31, 1999.

Disclosure about Segments of an Enterprise and Related Information

Effective  November 1, 1998 the  Registrant  adopted  SFAS No. 131,  "Disclosure
about  Segments  of an  Enterprise  and  Related  Information."  This  Statement
establishes  standards  for the way  that  public  business  enterprises  report
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim financial reports issued to shareholders.  It also establishes standards
for related disclosures about products and services, geographic areas, and major
customers. There was no material impact from adopting the provisions of SFAS No.
131 in the quarter ended July 31, 1999.


                                            8

<PAGE>



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

Financial Condition and Liquidity

The Registrant is a party to an Amended and Restated  Revolving  Credit and Term
Loan Agreement  ("the Credit  Agreement")  with one financial  institution.  The
Credit Agreement is secured by substantially all of the Registrant's  assets and
provided for a total  commitment of  $34,200,000,  including a revolving  credit
facility of up to $20,000,000 (increased from $17,500,000 on March 15, 1999) and
term loans  referred to as Term Loan C in the amount of  $11,000,000,  the Stock
Redemption  Facility in the amount of $1,700,000  and the Expansion  Loan in the
amount of $1,500,000. As of July 31, 1999 the Registrant owed $2,500,000 on Term
Loan C,  $1,190,000  on the Stock  Redemption  Facility  and  $1,250,000  on the
Expansion  Loan.  Term Loan C and the Stock  Redemption  Facility are to be paid
quarterly  through  December  31,  1999 with  final  payments  of  $500,000  and
$1,020,000,  respectively,  on February 15, 2000. The revolving  credit facility
also  matures  February  15, 2000 and the  Expansion  Loan is payable in monthly
installments over its seven year term based on a ten year  amortization,  with a
final payment of $462,500 payable December 1, 2004.  Interest rates are fixed on
Term Loan C and the Stock Redemption Facility at 8.38% and on the Expansion Loan
at 9.18%.  The interest rate on the revolving credit facility floats at the Base
Rate (defined  below) plus .25%.  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  Registrant  has  the  ability  to use the  London  Interbank  Offered  Rate
("LIBOR")  plus 2.25% to determine  the interest  rate on the  revolving  credit
facility.  The  Credit  Agreement  contains  certain  affirmative  and  negative
covenants  which,  among other matters,  will require the  maintenance of a debt
service coverage ratio.

The Registrant's  compliance with the major financial  covenant under the Credit
Agreement was as follows as of July 31, 1999.
                                                    Actual
Financial                 Credit                   (As defined in the
Covenant                  Agreement                 Credit Agreement)

Debt Service Coverage
Ratio                    Not less than 1.00 to 1.00     .80 to 1.00

Although  the Debt  Service  Coverage  Ratio  (the  "Ratio")  is below the level
required  by the  Credit  Agreement,  the  Credit  Agreement  provides  a second
criteria,  if the Ratio is not met, before a default is deemed to have occurred.
Under this criteria,  at all times when the Ratio is less than 1.00 to 1.00, the
amount  available  and undrawn on the  revolving  credit  facility must equal or
exceed $2,500,000 which, in turn will mean that in order to remain in compliance
with this covenant,  the Registrant  cannot borrow the last  $2,500,000 of funds
available  under the  revolving  credit  facility.  After giving  effect to this
restriction on borrowing,  the Registrant had $7,588,000 of available  credit at
July 31, 1999, under its revolving credit facility.

                                            9

<PAGE>



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

Year 2000

In 1997, the  Registrant  appointed a year 2000 task force (the "Task Force") to
review all aspects of the Registrant's  operations relating to Year 2000 ("Y2K")
issues.  The Task Force reports to the Registrant's  Chief Financial Officer and
is  staffed  primarily  with  representatives  of the  Registrant's  Information
Technology  and Store  Systems  departments.  Reports are made  regularly to the
Registrant's Board of Directors.

The Task Force is participating  with Wakefern Food Corporation  ("Wakefern") in
the  inventory  and  assessment  of  jointly  operated  store  systems  for  Y2K
readiness.  The Task Force and Wakefern,  where  involved,  have  identified all
computer-based  systems and applications  (including  embedded chip systems) the
Registrant  uses or that affect its operations  that might not be Y2K compliant.
Those systems and equipment  which were not Y2K compliant have been, or will be,
modified,  reprogrammed or replaced.  The Registrant  believes that all critical
systems and  applications  are now Y2K  compliant.  The costs related to the Y2K
project  are  included  in the  normal  operating  and  capital  budgets  of the
Information  Technology Departments of both the Registrant and Wakefern and have
not had and are not  expected to have any  material  effect on the  Registrant's
operating results.

Both the  Registrant  and Wakefern are in the process of developing  contingency
plans to provide viable alternatives to assure that business operations are able
to  continue  in the  event  of Y2K  related  system  failures.  Certain  of the
Registrant's  departments,  including information  technology,  loss prevention,
maintenance and merchandising,  have reviewed their internal  procedures and, as
necessary or appropriate,  amended these procedures to include contingency plans
to minimize any potential  adverse  impact of Y2K related  system  failures.  In
addition,  the Registrant and Wakefern have developed various  contingency plans
with their  critical  suppliers  and  vendors to assure  continuation  of normal
business  operations in the year 2000. These contingency plans include alternate
means of  communication,  manual  operation  of various  systems and  increasing
levels of inventory  of various  products.  The  Registrant  and  Wakefern  will
continue to finalize the  implementation of contingency plans during the balance
of 1999. The most  significant  impacts would likely be the inability to conduct
normal  operations  due to a power  failure at store  level or at  Wakefern or a
systems  failure  in the  banking  process  either  at  the  local,  federal  or
electronic payment level. If the Registrant, Wakefern or third party vendors are
unable to resolve these issues in a timely manner,  the failure of these systems
could result in the  interruption of the  Registrant's  operations,  which could
have a material adverse effect on the operating results and financial  condition
of the Registrant.


                                            10

<PAGE>



Working Capital

At July 31, 1999, the Registrant had a working capital deficiency of $10,702,000
compared to a deficiency  of  $2,725,000  at October 31, 1998 and  $4,441,000 at
August 1, 1998.

The decline in working  capital from October 31, 1998 was  primarily  due to the
reclassification  of the  indebtedness  under the revolving credit facility from
long term to current debt. This  reclassification was necessary since the credit
facility matures in less than one year.

The  Registrant  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:

July 31, 1999       .83 to 1.0
October 31, 1998    .95 to 1.0
August 1, 1998      .91 to 1.0


Cash flows (in millions) were as follows:

                                       39 Weeks Ended
                            7/31/99                 8/01/98

Operating activities...      $10.6                   $14.8
Investing activities...       (5.8)                  (12.7)
Financing activities...       (4.5)                  ( 2.1)
                             ------                  ------
       Totals                $ 0.3                   $ 0.0
                             ======                  ======

The Registrant had $7,588,000 of available  credit,  at July 31, 1999, under its
revolving  credit  facility.  The amount  available under the credit facility is
expected to provide the  Registrant  with working  capital  adequate to meet its
needs through the end of the first quarter of fiscal 2000.  The credit  facility
matures on February 15, 2000. The Registrant is presently  negotiating the terms
and conditions of a new credit facility with several financial  institutions and
anticipates that a new facility will be in place by the end of the first quarter
of fiscal 2000.  A new credit  facility is expected to allow the  Registrant  to
meet its operating needs, scheduled capital expenditures and debt service during
fiscal 2000 and thereafter.

For the thirty nine weeks ended July 31, 1999  depreciation was $8,154,000 while
capital expenditures totaled $4,751,000,  compared to $5,868,000 and $9,080,000,
respectively,  in the prior year period. The increase in depreciation was caused
by the addition of two new locations and one additional  capital lease in fiscal
1998 and the modification of a capital lease in fiscal 1999.

                                            11

<PAGE>




Results of Operation     (13 weeks ended July 31, 1999 compared to 13 weeks
--------------------
                          ended August 1, 1998)


Sales:

Same store sales from the twenty  stores in operation in both periods  increased
8.4% in the current  year  period  versus the prior year  period.  Sales for the
current quarter totaled $203.2 million as compared to $176.2 million of sales in
the prior  year  period.  A  significant  increase  in  promotional  activities,
including a variety of incentive  programs and double couponing,  in the current
period contributed to this increase.  Sales for the current quarter included the
operations of one new location opened in August 1998.

Gross Profit:

Gross profit on sales increased to 26.0% of sales in the current period compared
to 25.3% in the prior year period.  Patronage dividends,  applied as a reduction
of the cost of merchandise  sold, were $1.4 million in the current period versus
$1.2  million in the prior year  period.  Gross  profit  improved as a result of
improved  product  mix,  increased  patronage  dividends  and  reduced  Wakefern
assessment as a percentage of sales.

Operating Expenses:

Operating,  general and administrative expenses as a percent of sales were 25.0%
versus 24.6% in the prior year period.  The increases in operating,  general and
administrative expenses, as a percent of sales, were due to increases in certain
expense  categories as a percentage of sales. As a percentage of sales,  selling
expense increased 1.27% and other store expenses, which include debit and credit
card processing fees and Wakefern support services, increased .07%. The increase
in selling expense was the result of increased promotional activity, including a
variety  of  incentive  programs  and  double  couponing,  in  the  Registrant's
marketing area.  These increases were partially offset by decreases in labor and
related fringe benefits of .13%, supplies of .06%,  insurance of .04%, occupancy
of .16%,  pre-store opening costs of .06%, corporate  administrative  expense of
 .29% and an increase in miscellaneous income of .16%.

Interest Expense:

Interest expense increased to $1,366,000 from $937,000 while interest income was
$74,000 compared to $41,000 for the prior year period.  The increase in interest
expense  for the  current  year  period was due to an  increase  in the  average
outstanding debt,  including  increased  capitalized lease  obligations,  in the
thirteen  weeks ended July 31, 1999 compared to the prior year period  partially
offset by a decrease in the average interest rate paid on this debt.

Income Taxes:

An income  tax rate of 34% has been  used in both the  current  and  prior  year
periods based on the expected effective tax rate.


                                            12

<PAGE>



Net Income:

Net income was  $421,000 in the  current  year period as compared to $255,000 in
the prior  year  period.  Earnings  before  interest,  taxes,  depreciation  and
amortization  ("EBITDA")  for the  thirteen  weeks  ended  July  31,  1999  were
$4,885,000 as compared to  $3,623,000  in the prior year period.  Net income per
common share was $.38 in the current  period  compared to $.23 in the prior year
period. Per share calculations are based on 1,117,150 shares outstanding in both
periods.


Results                   of  Operations  (39 weeks ended July 31, 1999 compared
                          to 39 weeks ended August 1, 1998)


Sales:

Same store sales from the nineteen stores in operation in both periods increased
8.7% in the current  year  period  versus the prior year  period.  Sales for the
stores in operation for the current year thirty nine week period  totaled $602.3
million as compared to $512.6  million of sales from the stores  operated in the
prior year period. A significant increase in promotional activities, including a
variety of  incentive  programs  and double  couponing,  in the  current  period
contributed  to this  increase.  Sales for the  current  thirty nine week period
included the operations of two new locations opened in February and August 1998.
The location opened in February 1998 replaced an older, smaller store.

Gross profit:

Gross profit on sales increased to 26.1% of sales compared to 25.3% in the prior
year  period.  Patronage  dividends,  applied  as a  reduction  of the  cost  of
merchandise  sold, were $4.1 million  compared to $3.5 million in the prior year
period.  Gross profit  improved as a result of improved  product mix,  increased
patronage  dividends,  reduced Wakefern  assessment as a percentage of sales and
Wakefern incentive programs for the new locations.

Operating Expenses:

Operating,  general and administrative expenses as a percent of sales were 25.1%
versus 24.4% in the prior year period.  The increase in  operating,  general and
administrative  expense, as a percent of sales was primarily due to increases in
certain  expense  categories as a percentage of sales. As a percentage of sales,
selling expense  increased  1.57% and other store expenses,  which include debit
and credit card processing fees and Wakefern support  services,  increased .10%.
The  increase  in  selling  expense  was the  result  of  increased  promotional
activity, including a variety of incentive programs and double couponing, in the
Registrant's  marketing area. These increases were partially offset by decreases
in labor and related  fringe  benefits of .20%,  supplies of .10%,  occupancy of
 .09%, pre-store opening costs of .08%, corporate  administrative expense of .23%
and an increase in miscellaneous income of .13%.

Interest Expense:

Interest  expense  increased to $4,182,000 from $2,786,000 while interest income
was $225,000  compared to $258,000  for the prior year  period.  The increase in
interest  expense  for the  current  year  period was due to an  increase in the
average  outstanding debt,  including  increased  capitalized lease obligations,
since August 1, 1998 partially offset by a decrease in the average interest rate
paid on debt.

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Income Taxes:

An income  tax rate of 34% has been  used in both the  current  and  prior  year
periods based on the expected effective tax rate.

Net Income:

Net  income  was  $1,333,000  in the  current  year  period.  This  compares  to
$1,296,000  in  the  prior  year  period.   Earnings  before  interest,   taxes,
depreciation and amortization ("EBITDA") for the current period were $14,838,000
as compared to $11,440,000 in the prior year period. Net income per common share
was $1.19 in the current period compared to $1.16 in the prior year period.  Per
share calculations are based on 1,117,150 shares outstanding in both periods.











































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                                      PART II


                                OTHER INFORMATION



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


                     Exhibit (27) - Financial Data Schedule.


                 (b)     No  reports on Form 8-K were  required  to be filed for
                         the 13 weeks ended July 31, 1999.









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                                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.


                                                   FOODARAMA SUPERMARKETS, INC.
                                                            (Registrant)


Date:   September 10, 1999                            /S/ Michael Shapiro

                                                            (Signature)
                                                     Michael Shapiro
                                                     Senior Vice President
                                                     Chief Financial Officer


Date:   September 10, 1999                            /S/ Thomas H. Flynn
                                                     --------------------------

                                                            (Signature)
                                                    Thomas H. Flynn
                                                    Director of Accounting
                                                    Principal Accounting Officer















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