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 May 1, 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                                         June 4,1999


    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
                                  May 1, 1999 and October 31, 1998

                                  Unaudited Consolidated  Statements of
                                  Operations  for  the  thirteen  weeks
                                  ended May 1, 1999 and May 2, 1998

                                  Unaudited Consolidated  Statements of
                                  Operations  for the  twenty six weeks
                                  ended May 1, 1999 and May 2, 1998

                                  Unaudited Consolidated  Statements of
                                  Cash  Flows for the  twenty six weeks
                                  ended May 1, 1999 and May 2, 1998


                                  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

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 to 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 Operation."

                                                         2

<PAGE>



PART I FINANCIAL INFORMATION
FOODARAMA SUPERMARKETS, INC AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)

                                                    May 1,           October 31,
                                                     1999              1998

                                                (Unaudited)             (1)
ASSETS

Current assets:

 Cash and cash equivalents                               $  3,980       $  3,905
 Merchandise inventories                                   39,311         37,804
 Receivables and other current assets                       4,002          3,382
 Prepaid income taxes                                         890          1,005
 Related party receivables - Wakefern                       4,438          6,860
 Related party receivables - other                            130            152
                                                         --------       --------

                                                           52,751         53,108
                                                         --------       --------


Property and equipment:

 Land                                                         308            308
 Buildings and improvements                                 1,220          1,220
 Leaseholds and leasehold improvements                     34,890         34,031
 Equipment                                                 78,735         75,756
 Property under capital leases                             38,218         32,353
                                                         --------       --------

                                                          153,371        143,668

 Less accumulated depreciation and

 amortization                                              70,852         65,389
                                                         --------       --------

                                                           82,519         78,279
                                                         --------       --------


Other assets:

 Investments in related parties                            10,992          9,706
 Intangibles                                                4,200          4,562
 Other                                                      2,854          2,384
 Related party receivables - Wakefern                       1,462          1,370
 Related party receivables - other                            117            158
                                                         --------       --------
                                                           19,625         18,180
                                                         --------       --------

                                                         $154,895       $149,567
                                                         ========       ========


                                                                  (continued)


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


See accompanying notes to consolidated financial statements.





                                                         3

<PAGE>






FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands except share data)

                                                 May 1,          October 31,
                                                 1999              1998

                                              (Unaudited)           (1)
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

 Current portion of long-term debt            $  15,554          $   7,812
 Current portion of long-term debt,
  related party                                     517                211
 Current portion of obligations under
  capital leases                                    468                667
 Deferred income tax liability                    1,464              1,464

 Accounts payable:

  Related party-Wakefern                         28,514             30,525
  Others                                          6,926              6,446
 Accrued expenses                                 9,620              8,708
                                              ---------          ---------

                                                 63,063             55,833
                                              ----------         ----------

Long-term debt                                   10,741             20,289
Long-term debt, related party                     1,701                916
Obligations under capital leases                 35,280             29,451
Deferred income taxes                             3,634              3,508
Other long-term liabilities                       6,550              6,556
                                              ----------         ----------

                                                 57,906             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                              36,663             35,751
  Accumulated comprehensive income:
   Minimum pension liability adjustment             (81)               (81)
                                              ---------          ---------
                                                 40,555             39,643

 Less 504,477 shares held in treasury,

 at cost                                          6,629              6,629
                                              ----------         ---------
                                                 33,926             33,014
                                              ----------         ---------

                                              $ 154,895          $ 149,567
                                              ==========         =========

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


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


                                                      May 1          May 2,
                                                       1999           1998
                                                   -----------    ------------

Sales                                             $   195,420       $   166,245

Cost of merchandise sold                              143,696           123,820
                                                  -----------       -----------

Gross profit                                           51,724            42,425


Operating, general and

 administrative expenses                               49,835            41,304
                                                  -----------       -----------

Income from operations                                  1,889             1,121
                                                  -----------       -----------


Other (expense) income:

    Interest expense                                   (1,420)             (889)
    Interest income                                        98               159
                                                  -----------       -----------
                                                       (1,322)             (730)
                                                  -----------       -----------

Income before taxes                                       567               391

Income tax provision                                     (190)             (133)
                                                  -----------       -----------


Net income                                        $       377       $       258
                                                  ===========       ===========


Per share information:

Net income per common share,

  basic and diluted                               $       .34       $       .23
                                                  ===========       ===========


Weighted average number of common

  shares outstanding                                1,117,150         1,117,150
                                                  ===========       ===========


Dividends per common share                                -0-               -0-



See accompanying notes to consolidated financial statements.




                                                         5

<PAGE>





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

                                                      May 1,         May 2,
                                                       1999           1998
                                                    -----------    ------------


Sales                                             $   399,027       $   336,476

Cost of merchandise sold                              294,426           251,617
                                                  -----------       -----------

Gross profit                                          104,601            84,859


Operating, general and

 administrative expenses                              100,554            81,649
                                                  -----------       -----------

Income from operations                                  4,047             3,210
                                                  -----------       -----------


Other (expense) income:

    Interest expense                                   (2,816)           (1,849)
    Interest income                                       151               217
                                                  -----------       -----------
                                                       (2,665)           (1,632)

Income before taxes                                     1,382             1,578

Income tax provision                                     (470)             (537)
                                                  -----------       -----------

Net income                                        $       912       $     1,041
                                                  ===========       ===========


Per share information:

Net income per common share,

  basic and diluted                               $       .82       $       .93
                                                  ===========       ===========


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

Dividends per common share                                -0-               -0-


See accompanying notes to consolidated financial statements.









                                                         6

<PAGE>





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


                                                    May 1,      May 2,
                                                     1999        1998


Cash flows from operating activities:

  Net income                                    $     912    $  1,041
  Adjustments to reconcile net income to

   net cash provided by operating activities:

    Depreciation                                    5,463       3,879
    Amortization, intangibles                         362         269
    Amortization, deferred financing costs            212         326
    Amortization, deferred rent escalation         (  131)        133
    Deferred income taxes (benefit)                   126        (135)
    (Increase) decrease in
      Merchandise inventories                      (1,507)     (2,471)
      Receivables and other current assets         (  620)     (  252)
      Prepaid income taxes                            115         312
      Other assets                                 (  682)        702
      Related party receivables-Wakefern            2,330       2,086

    Increase (decrease) in

      Accounts payable                             (1,531)      4,930
      Other liabilities                             1,037         544
                                                 ---------   ---------

                                                    6,086      11,364


Cash flows from investing activities:
  Cash paid for the purchase of property

   and equipment                                   (3,311)     (7,492)
  Cash paid for construction in progress                       (1,000)
  Decrease(increase) in related party
   receivables-other                                   63      (   64)
                                                 ----------  ---------

                                                   (3,248)     (8,556)


Cash flows from financing activities:

  Proceeds from issuance of debt                    1,663       3,894
  Principal payments under long-term debt          (3,996)     (6,194)
  Principal payments under capital
   lease obligations                               (  235)     (  207)
  Principal payments under long-term
   debt, related party                             (  195)     (   40)
                                                 ---------   ---------

                                                   (2,763)     (2,547)

NET INCREASE IN CASH AND CASH EQUIVALENTS              75         261

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

CASH AND CASH EQUIVALENTS, END OF PERIOD         $  3,980    $  3,939
                                                 ========-   =========



See accompanying notes to 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 ending
May 1, 1999, 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 taken 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 May 1, 1999.
There were no comprehensive income items during the quarter ended May 1, 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 May 1, 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 May 1, 1999 the Registrant  owed $3,500,000 on Term
Loan C,  $1,275,000  on the Stock  Redemption  Facility  and  $1,287,500  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 May 1, 1999.

                                                    Actual
Financial                 Credit                   (As defined in the
Covenant                  Agreement                 Credit Agreement)

Debt Service Coverage

Ratio                    Not less than 1.00 to 1.00     .71 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 $8,021,000 of available  credit at
May 1, 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 are not Y2K compliant  have been, or will be,
modified,  reprogrammed or replaced.  The Registrant estimates that all critical
systems and  applications  will be Y2K compliant by the fourth quarter of fiscal
1999. The costs related to the Y2K project are included in the normal  operating
and  capital  budgets  of  both  the  Registrant's  and  Wakefern's  Information
Technology  Departments'  budgets and should not 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 for viable  alternatives to ensure that business operations are
able  to  continue  in the  event  of Y2K  related  system  failures.  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.

Working Capital


At May 1, 1999, the Registrant had a working  capital  deficiency of $10,312,000
compared to a deficiency of $2,725,000 at October 31, 1998 and $2,532,000 at May
2, 1998.

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






                                                     10

<PAGE>



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:


May 1, 1999         .84 to 1.0
October 31, 1998    .95 to 1.0
May 2, 1998         .95 to 1.0



Cash flows (in millions) were as follows:


                          5/01/99                 5/02/98

Operating activities...    $ 6.1                   $11.4
Investing activities...     (3.2)                   (8.6)
Financing activities...     (2.8)                   (2.5)
                           ------                  ------
       Totals              $ 0.1                   $ 0.3
                           ======                  ======

The  Registrant had $8,021,000 of available  credit,  at May 1, 1999,  under its
revolving credit facility.  The March 15, 1999 amendment to the revolving credit
facility  increasing  the  amount  available   thereunder  from  $17,500,000  to
$20,000,000 is expected to provide the Registrant with working capital  adequate
to meet its  needs  for the  balance  of the  fiscal  year.  The  Registrant  is
presently  negotiating  the terms and conditions of a new credit  agreement with
several financial  institutions.  A new credit facility is expected to allow the
Registrant  to more  adequately  meet its  operating  needs,  scheduled  capital
expenditures and debt service during fiscal 2000 and thereafter.

For the twenty six weeks ended May 1, 1999  depreciation  was  $5,463,000  while
capital expenditures  totaled $3,838,000,  compared to $3,879,000 and $8,098,000
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.


Results of Operations  (13 weeks ended May 1, 1999 compared to
                        13 weeks ended May 2, 1998)


Sales:

Same store sales from the nineteen stores in operation in both periods increased
9.4%.  Sales for the current period totaled $195.4 million as compared to $166.2
million  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 two new locations opened in February and August 1998.
The location opened in February 1998 replaced an older, smaller store.


                                                     11

<PAGE>







Gross Profit:


Gross profit as a percent of sales increased to 26.5% of sales compared to 25.5%
in the prior year  period.  Patronage  dividends,  applied as a reduction of the
cost of merchandise  sold,  were $1.3 million in the current period  compared to
$1.2  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 25.5%
versus 24.8% in the prior year period.  The increase in  operating,  general and
administrative  expenses 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  1.66% and other store expenses,  which include debit
and credit card processing fees and Wakefern support  services,  increased .11%.
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 .35%,  supplies of .15%,  occupancy of
 .09%, pre-store opening costs of .17%, corporate  administrative expense of .13%
and an increase in miscellaneous income of .09%.


Interest Expense:


Interest  expense  increased to $1,420,000 from $889,000,  while interest income
was $98,000 compared to $159,000 for the prior period.  The increase in interest
expense  for  the  current  year  period  was  due  to an  increase  in  average
outstanding debt, including increased  capitalized lease obligations,  since May
2, 1998  partially  offset by a decrease  in the average  interest  rate paid on
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.

Net Income:

Net income was $377,000 in the current  year period  compared to $258,000 in the
prior  year  period.   Earnings  before   interest,   taxes,   depreciation  and
amortization  ("EBITDA") for the current  period were  $4,937,000 as compared to
$3,434,000 in the prior year period. Net income per common share was $.34 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.


                                                     12

<PAGE>







Results of Operations  (26 weeks ended May 1, 1999 compared to 26
                        weeks ended May 2, 1998)


Sales:

Same store sales from the nineteen stores in operation in both periods increased
8.7%.  Sales for the current  twenty six week period  totaled  $399.0 million as
compared to $336.5 million 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  twenty six 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 as a percent of sales increased to 26.2% of sales compared to 25.2%
in the prior year  period.  Patronage  dividends,  applied as a reduction of the
cost of merchandise  sold,  were $2.7 million in the current period  compared to
$2.3  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 25.2%
versus 24.3% in the prior year period.  The increase in  operating,  general and
administrative  expenses 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  1.62% and other store expenses,  which include debit
and credit card processing fees and Wakefern support  services,  increased .12%.
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 .32%,  supplies of .09%,  occupancy of
 .05%, pre-store opening costs of .09%, corporate  administrative expense of .19%
and an increase in miscellaneous income of .12%.



Interest Expense:

Interest expense increased to $2,816,000 from $1,849,000,  while interest income
was $151,000 compared to $217,000 for the prior period. The increase in interest
expense  for  the  current  year  period  was  due  to an  increase  in  average
outstanding debt, including increased  capitalized lease obligations,  since May
2, 1998  partially  offset by a decrease  in the average  interest  rate paid on
debt.



                                                     13

<PAGE>






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 $912,000 in the current year period compared to $1,041,000 in the
prior  year  period.   Earnings  before   interest,   taxes,   depreciation  and
amortization  ("EBITDA") for the current  period were  $9,953,000 as compared to
$7,817,000 in the prior year period. Net income per common share, both basic and
diluted,  was $.82 in the  current  period  compared  to $.93 in the prior  year
period.  Per share calculations are based on 1,117,150 shares outstanding in the
both periods.







































                                                     14

<PAGE>














                                     PART II


                                OTHER INFORMATION



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


                           Exhibit (27) - Financial Data Schedule.
                           Exhibit (99) - Amendment to the Amended and Restated
                           Revolving Credit and Term Loan Agreement dated March
                           11, 1999 and amended Schedule 2.01 and the Second
                           Amended and Restated Revolving Note Exhibit A
                           thereto.


                 (b)       No reports on Form 8-K were  required to be filed for
                           the 13 weeks ended May 1, 1999.













                                                     15

<PAGE>






                                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:   June 11, 1999                              /S/    MICHAEL SHAPIRO
                                                   -----------------------------
                                                           (Signature)

                                                   Michael Shapiro
                                                   Senior Vice President
                                                   Chief Financial Officer



Date:   June 11, 1999                              /S/   JOSEPH C. TROILO
                                                   -----------------------------
                                                          (Signature)

                                                   Joseph C. Troilo
                                                   Senior Vice President
                                                   Principal Accounting Officer



















                                                     16

<PAGE>
                                   EXHIBIT 99

                                    HELLER FINANCIAL, INC.
                                    500 West Monroe Street
                                   Chicago, Illinois 60661

                                                   March ___, 1999

Foodarama Supermarkets, Inc.
922 Highway 33, Building 6, Suite 1
Freehold, New Jersey 07728

Gentlemen:

        Reference is made to that certain Amended and Restated  Revolving Credit
and Term Loan Agreement dated as of May 2, 1997 (as amended, restated,  modified
or supplemented  from time to time, the "Loan Agreement") by and among FOODARAMA
SUPERMARKETS,  INC.  ("Foodarama"),  NEW LINDEN PRICE RITE,  INC.,  SHOP RITE OF
READING, INC., SHOP RITE OF MALVERNE,  INC., HELLER FINANCIAL,  INC. ("Heller"),
the various other financial institutions named therein or which hereafter become
a party thereto (Heller and such other financial institutions, collectively, the
"Lenders")  and  Heller  as agent  for the  Lenders  (Heller  in such  capacity,
"Agent").  All  capitalized  terms used herein shall have the meanings  ascribed
thereto in the Loan Agreement.

        You have requested that Agent, on behalf of Lenders, increase the amount
of the revolving credit facility under the Loan Agreement,  and Agent, on behalf
of Lenders is willing to do so on the terms and conditions set forth herein.

        Subject  to  Agent's  receipt of (a) the  Second  Amended  and  Restated
Revolving  Credit Note (the "Amended Note") duly executed by Borrowers,  and (b)
resolutions  of each  Borrower  duly  authorizing  the  execution,  delivery and
performance of the  transactions  contemplated by this letter  agreement,  which
resolutions  shall be certified by the Secretary or Assistant  Secretary of such
Borrower,  the parties hereto agree that the Loan Agreement is hereby amended as
follows:

        (a)  Schedule 2.01 is hereby replaced with Schedule 2.01 to this
             letter agreement; and

        (b)  Exhibit A is hereby replaced with Exhibit A to this letter
             agreement.

        Except  as  expressly  provided  herein,  the  execution,  delivery  and
effectiveness  of this letter shall not operate as a waiver of any right,  power
or remedy of Agent or any Lender,  nor  constitute a waiver of any  provision of
the Loan Agreement,  the Loan Documents or any other  documents,  instruments or
agreements executed and/or delivered  thereunder or in connection  therewith and
the Loan Agreement, the Loan Documents and all other documents,  instruments and
agreements  executed and/or delivered in connection  therewith,  shall remain in
full force and effect, and are hereby ratified and confirmed.

        This letter may be executed by the parties hereto in one or more

<PAGE>


counterparts, each of which  shall be  deemed  an  original  and all of  which
taken together shall constitute one and the same agreement.

        By its signature below,  each Borrower hereby represents and warrants to
Agent and  Lenders  that (a) it has the  requisite  corporate  power to execute,
deliver and perform its obligations  under this letter, to borrow the additional
loans under the revolving credit facility and to execute and deliver the Amended
Note and (b) no consent of any Person  (including any party to an intercreditor,
subordination  or similar  agreement) is necessary in order for such Borrower to
execute,  deliver and perform its  obligations  under this letter or the Amended
Note.

        If you are in agreement with the foregoing,  kindly execute and have the
other  Borrowers and Guarantors  execute this letter in the space provided below
and return same to the undersigned.

                               Sincerely,

                               HELLER FINANCIAL, INC., as Agent and as a Lender

                               By:______________________
                                  Name:
                                  Title:

CONSENTED AND AGREED TO:

FOODARAMA SUPERMARKETS, INC., as
Parent and as Guarantor

By:_____________________________
    Name:
    Title:

NEW LINDEN PRICE RITE, INC., as
Borrower and as Guarantor

By:_____________________________
    Name:
    Title:

SHOP RITE OF READING, INC., as
Borrower and as Guarantor

By:_____________________________
    Name:
    Title:

SHOP RITE OF MALVERNE, INC., as
Guarantor

By:_____________________________
    Name:
    Title:




<PAGE>




                                        Schedule 2.01


Heller Financial, Inc., as Agent


        Revolving Loan Commitment:          $20,000,000
        Term Loan Commitment:               $11,000,000
        Stock Redemption Facility:                 $ 1,700,000






<PAGE>




                                    Exhibit A

                   SECOND AMENDED AND RESTATED REVOLVING NOTE


$20,000,000                                                  New York, New York
                                                             March ___, 1999


        FOR VALUE RECEIVED, the undersigned,  NEW LINDEN PRICE RITE, INC., a New
Jersey  corporation  ("New  Linden"),   and  SHOP  RITE  OF  READING,   INC.,  a
Pennsylvania  corporation  ("Reading",  and  together  with New  Linden,  each a
"Maker" and collectively,  the "Makers"),  jointly and severally, hereby promise
to pay to the order of HELLER FINANCIAL,  INC. (the "Lender"),  at the office of
HELLER FINANCIAL,  INC. (the "Agent"), 500 West Monroe Street, Chicago, Illinois
60661, on the Termination Date as defined in the Amended and Restated  Revolving
Credit  and Term  Loan  Agreement  dated as of May 2,  1997  among  the  Makers,
Foodarama  Supermarkets,  Inc., a New Jersey  corporation,  the Guarantors named
therein,  the Lenders  named  therein and the Agent (as the same may be amended,
restated,  modified or  supplemented  from time to time in  accordance  with its
terms,  the  "Credit  Agreement")  or  earlier  as  provided  for in the  Credit
Agreement,  the lesser of the  principal  sum of TWENTY  MILLION  DOLLARS AND NO
CENTS  ($20,000,000)  or the aggregate  unpaid principal amount of all Revolving
Loans from the Lender pursuant to the terms of the Credit  Agreement,  in lawful
money of the United States of America in immediately available funds, and to pay
interest from the date hereof on the  principal  amount hereof from time to time
outstanding,  in like funds,  at said  office,  at a rate or rates per annum and
payable  on such  dates  as  determined  pursuant  to the  terms  of the  Credit
Agreement.

        This Revolving Note amends and restates in its entirety and is given in
substitution for (but not satisfaction of) that certain Amended and Restated
Revolving Note in the original principal amount of $17,500,000.  The obligations
evidenced by this Revolving Note including obligations outstanding under the
Credit Agreement immediately prior to the issuance of this Revolving Note
(including, without limitation accrued and unpaid interest and fees under the
Credit Agreement as of the date hereof), which continue to be outstanding, and
the issuance of this Revolving Note does not evidence or cause a repayment or
novation with respect to such obligations.

        This Revolving Note is subject to the terms of the Credit Agreement,
which terms are hereby incorporated herein by reference.  This Revolving Note is
secured pursuant to and the holder is entitled to the benefits of the Credit
Agreement.

        The Makers promise to pay interest,  on demand, on any overdue principal
and fees and, to the extent  permitted by law,  overdue  interest from their due
dates at a rate or rates determined as set forth in the Credit Agreement.

        The Makers hereby waive diligence, presentment, demand, protest and
notice of any kind whatsoever.  The non-exercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.

        All  borrowings  evidenced by this  Revolving  Note and all payments and
prepayments of the principal hereof and interest hereon and the respective dates
thereof shall be endorsed by the holder hereof on the schedule  attached  hereto
and made a part hereof,  or on a  continuation  thereof  which shall be attached
hereto and made a part  hereof,  or  otherwise  recorded  by such  holder in its
internal records;  provided,  however,  that the failure of the holder hereof to
make such a  notation  or any error in such a  notation  shall not in any manner
affect the  obligations of the Makers to make payments of principal and interest
in accordance with the terms of this Revolving Note and the Credit Agreement.

        This Revolving Credit Note is one of the Notes referred to in the Credit
Agreement,  which, among other things,  contains provisions for the acceleration
of the maturity  hereof upon the happening of certain  events,  for optional and
mandatory  prepayment of the principal  hereof prior to the maturity  hereof and
for the amendment or waiver of certain  provisions of the Credit Agreement,  all
upon the terms and conditions therein specified. THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE  WITH  AND  GOVERNED  BY THE  LAWS OF THE  STATE  OF NEW YORK AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


                                            NEW LINDEN PRICE RITE, INC.


                                            By:_________________________
                                               Name:
                                               Title:


                                            SHOP RITE OF READING, INC.


                                            By:_________________________
                                               Name:
                                               Title:






<PAGE>


                                           Loans and Payment


                                                          Unpaid
                                                          Principal     Name of
               Amount and           Payments of           Balance of    Person
Making
Date           Type of Loan         Principal/Interest    Note    Notation






<PAGE>