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

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended: April 29, 2006

                                       or

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _____________ to _______________

                         Commission file number 1-5745-1

                          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.)

         Building   6, Suite 1, 922 Highway 33, Freehold, New Jersey 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 such filing requirements for
the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large Accelerated Filer |_|   Accelerated Filer |_|   Non-Accelerated Filer |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

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 9, 2006
     -----                                       ------------
Common Stock                                    988,867 shares
$1 par value


                                       1
<PAGE>

                          FOODARAMA SUPERMARKETS, INC.

PART I. FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Unaudited Consolidated Condensed Balance Sheets
              April 29, 2006 and October 29, 2005

              Unaudited Consolidated Condensed Statements of Operations for the
              thirteen weeks ended April 29, 2006 and April 30, 2005

              Unaudited Consolidated Condensed Statements of Operations for the
              twenty-six weeks ended April 29, 2006 and April 30, 2005

              Unaudited Consolidated Condensed Statements of Cash Flows for the
              twenty-six weeks ended April 29, 2006 and April 30, 2005

              Notes to the Unaudited Consolidated Condensed
              Financial Statements

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

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Item 4.  Controls and Procedures

PART II. OTHER INFORMATION

     Item 6.  Exhibits

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",  which may be
referred  to as we,  us or our)  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,  warehouse club stores and discount general  merchandise
stores, economic conditions in the Company's primary markets,  consumer spending
patterns,  availability of capital,  cost of labor, cost of goods sold including
increased  costs  from  the  Company's  cooperative   supplier,   Wakefern  Food
Corporation ("Wakefern"), 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 Condensed Balance Sheets
(In thousands)

                                                         April 29,   October 29,
                                                            2006        2005
                                                        (Unaudited)      (1)
                                                         ---------   -----------
ASSETS

Current assets:
 Cash and cash equivalents                                $  6,519      $  5,488
 Merchandise inventories                                    53,338        55,889
 Receivables and other current assets                        6,987         7,597
 Prepaid and refundable income taxes                         1,361           797
 Related party receivables - Wakefern                        7,902        14,587
                                                          --------      --------
                                                            76,107        84,358
                                                          --------      --------

Property and equipment:
 Land                                                          308           308
 Buildings and improvements                                  1,220         1,220
 Leasehold improvements                                     60,426        61,360
 Equipment                                                 158,771       164,238
 Property under capital leases                             152,354       152,354
 Construction in progress                                      304           199
                                                          --------      --------
                                                           373,383       379,679
 Less accumulated depreciation and amortization            165,151       161,975
                                                          --------      --------

                                                           208,232       217,704
                                                          --------      --------
Other assets:
 Investments in related parties                             17,673        18,323
 Goodwill                                                    1,715         1,715
 Intangible assets, net                                      1,209         1,304
 Other                                                       3,873         3,364
 Related party receivables - Wakefern                        2,215         2,237
 Deferred income taxes                                       1,735            --
                                                          --------      --------
                                                            28,420        26,943
                                                          --------      --------

                                                          $312,759      $329,005
                                                          ========      ========

                                                                     (continued)

(1)   Derived from the Audited Consolidated Financial Statements for the year
      ended October 29, 2005.

See accompanying notes to the consolidated condensed financial statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                            April 29,      October 29,
                                                               2006           2005
                                                           (Unaudited) (1)
                                                           -----------     -----------
<S>                                                         <C>             <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
 Current portion of long-term debt                          $   9,046       $   9,009
 Current portion of long-term debt, related party                 725           1,026
 Current portion of obligations under capital leases            1,999           1,966
 Current income taxes payable                                      --              --
 Deferred income taxes                                          1,901           2,151
 Accounts payable:
 Related party-Wakefern                                        38,380          40,419
 Others                                                         9,268           9,671
 Accrued expenses                                              14,478          13,479
                                                            ---------       ---------
                                                               75,797          77,721
                                                            ---------       ---------

Long-term debt                                                 37,449          50,912
Long-term debt, related party                                   2,462           3,185
Obligations under capital leases                              139,548         140,540
Deferred income taxes                                              --             175
Other long-term liabilities                                    13,659          13,577
                                                            ---------       ---------
                                                              193,118         208,389
                                                            ---------       ---------
Commitments and Contingencies

Shareholders' equity:
 Common stock, $1.00 par; authorized 2,500,000 shares; issued 1,621,767 shares;
  outstanding 988,867 shares
    April 29, 2006; 988,117 shares October 29, 2005             1,622           1,622
 Capital in excess of par                                       4,071           4,168
 Deferred compensation                                             --            (242)
 Retained earnings                                             53,104          52,315
 Accumulated other comprehensive income:
 Minimum pension liability                                     (2,802)         (2,802)
                                                            ---------       ---------
                                                               55,995          55,061
 Less 632,900 shares April 29, 2006; 633,650 shares
  October 29, 2005, held in treasury, at cost                  12,151          12,166
                                                            ---------       ---------
                                                               43,844          42,895
                                                            ---------       ---------
                                                            $ 312,759       $ 329,005
                                                            =========       =========
</TABLE>

(1)   Derived from the Audited Consolidated Financial Statements for the year
      ended October 29, 2005.

See accompanying notes to the consolidated condensed financial statements.


                                       4
<PAGE>

FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations - Unaudited
(In thousands - except share data)

                                                          13 Weeks Ended
                                                   ----------------------------
                                                    April 29,         April 30,
                                                      2006              2005
                                                   -----------      -----------
Sales                                              $   297,676      $   292,035

Cost of goods sold                                     218,453          214,947
                                                   -----------      -----------

Gross profit                                            79,223           77,088

Selling, general and  administrative expenses           74,509           72,394
                                                   -----------      -----------
Earnings from operations                                 4,714            4,694
                                                   -----------      -----------

Other income (expense):
  Interest expense                                      (4,487)          (4,637)
  Interest income                                           57               31
                                                   -----------      -----------
                                                        (4,430)          (4,606)
                                                   -----------      -----------
Earnings before income tax provision                       284               88

Income tax provision                                      (108)             (34)
                                                   -----------      -----------
Net income                                         $       176      $        54
                                                   ===========      ===========

Per share information:
Net income per common share:
                 Basic                             $       .18      $       .05
                                                   ===========      ===========
                 Diluted                           $       .17      $       .05
                                                   ===========      ===========

Weighted average shares outstanding:
                 Basic                                 988,308          987,662
                                                   ===========      ===========
                 Diluted                             1,047,013        1,032,098
                                                   ===========      ===========

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

See accompanying notes to consolidated condensed financial statements.


                                       5
<PAGE>

FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations - Unaudited
(In thousands - except share data)

                                                         26 Weeks Ended
                                                  -----------------------------
                                                   April 29,         April 30,
                                                      2006              2005
                                                  -----------       -----------

Sales                                             $   621,547       $   609,624

Cost of goods sold                                    459,441           452,429
                                                  -----------       -----------

Gross profit                                          162,106           157,195

Selling, general and administrative expenses          151,809           147,469
                                                  -----------       -----------
Earnings from operations                               10,297             9,726
                                                  -----------       -----------
Other income (expense):
  Interest expense                                     (9,119)           (9,297)
  Interest income                                          97                67
                                                  -----------       -----------
                                                       (9,022)           (9,230)
                                                  -----------       -----------
Earnings before income tax provision                    1,275               496

Income tax provision                                     (486)             (189)
                                                  -----------       -----------
 Net income                                       $       789       $       307
                                                  ===========       ===========

Per share information:
Net income per common share:
                 Basic                            $       .80       $       .31
                                                  ===========       ===========
                 Diluted                          $       .76       $       .29
                                                  ===========       ===========

Weighted average shares outstanding:
                 Basic                                988,213           987,638
                                                  ===========       ===========
                 Diluted                            1,043,681         1,033,451
                                                  ===========       ===========

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


See accompanying notes to consolidated condensed financial statements.


                                       6
<PAGE>

FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows - Unaudited
(In thousands)

<TABLE>
<CAPTION>
                                                                     26 Weeks Ended
                                                              -----------------------------
                                                               April 29,         April 30,
                                                                  2006              2005
                                                              -----------       -----------
<S>                                                           <C>               <C>
Cash flows from operating activities:
  Net income                                                  $       789       $       307
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Depreciation                                                   10,588            10,992
    Amortization, intangibles                                          95                95
    Amortization, deferred financing costs                            273               380
    Amortization, deferred rent escalation                           (182)             (161)
    Provision to value inventory at LIFO                              477               428
    Deferred income taxes                                          (2,160)           (1,007)
    Non-cash compensation expense                                     145               168
    (Increase) decrease in
      Merchandise inventories                                       2,074             2,328
      Receivables and other current assets                            610             1,043
      Prepaid and refundable income taxes                            (564)           (1,079)
      Other assets                                                   (598)             (575)
      Related party receivables-Wakefern                           6, 707             6,847
    Increase (decrease) in
      Accounts payable                                             (2,442)           (6,652)
      Income taxes payable                                             --              (246)
      Other liabilities                                             1,263              (645)
                                                              -----------       -----------
                                                                   17,075            12,223
                                                              -----------       -----------
Cash flows from investing activities:
  Decrease in construction advance due from landlords                  --               775
  Cash paid for the purchase of property and equipment             (1,515)           (2,127)
  Proceeds from sale of equipment                                     482                --
  Cash paid for construction in progress                             (105)               (4)
                                                              -----------       -----------
                                                                   (1,138)           (1,356)
                                                              -----------       -----------
Cash flows from financing activities:
  Principal payments under long-term debt                         (13,426)          (10,584)
  Principal payments under capital lease obligations                 (959)             (814)
  Principal payments under long-term debt, related party             (374)             (404)
  Deferred financing and other costs                                 (162)               --
  Proceeds from exercise of stock options                              15                10
                                                              -----------       -----------
                                                                  (14,906)          (11,792)
                                                              -----------       -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS                             1,031              (925)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      5,488             6,001
                                                              -----------       -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                      $     6,519       $     5,076
                                                              ===========       ===========
</TABLE>

See accompanying notes to consolidated condensed financial statements.


                                       7
<PAGE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

Note 1 Basis of Presentation

The  unaudited  Consolidated  Condensed  Financial  Statements  as of or for the
period ending April 29, 2006,  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 29, 2005
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 and Form 10-K/A for the year ended October 29, 2005.

At both April 29, 2006 and October 29, 2005,  approximately  81% of  merchandise
inventories  are valued by the  Last-In-First-Out  ("LIFO")  method of inventory
valuation  while the balance of inventories is valued by the  First-In-First-Out
("FIFO")  method.  If the FIFO  method had been used for the  entire  inventory,
inventories  would have been  $5,197,000 and $4,720,000  higher than reported at
April 29, 2006 and October 29, 2005, respectively.

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

Note 2 Adoption of New Accounting Standards

The Company adopted  Statement of Financial  Accounting  Standards  ("SFAS") No.
151,  "Inventory  Costs,"  in the first  quarter  of fiscal  2006.  SFAS No. 151
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling  costs,  and  spoilage.  This  statement  requires  that those items be
recognized  as  current  period  charges  regardless  of  whether  they meet the
criterion of "so abnormal" which was the criterion  specified in ARB No. 43. The
adoption of this standard did not have any impact on our financial statements.

The Company  adopted SFAS No. 123 (revised 2004),  "Share-Based  Payment" ("SFAS
123(R)"),  effective  October 30, 2005. SFAS No. 123(R) requires all share-based
payments  to  employees,  including  grants of  employee  stock  options,  to be
recognized  in the  income  statement  based  on their  fair  value.  Pro  forma
disclosure is no longer an alternative.  The adoption of this standard increased
earnings  from  operations by $127,000,  increased  net income by  approximately
$79,000,  net of tax, and increased basic and diluted earnings per share by $.08
for the 26 weeks ended April 29, 2006. This represents the difference in expense
recognition between SFAS 123(R) and the previous method for accounting for stock
options under APB 25 and is due to the difference in treatment of recognition of
forfeitures  (See Note 3). There was no impact on earnings in the 13 weeks ended
April 29, 2006 due to the adoption of this standard.


                                       8
<PAGE>

Note 3 Stock-Based Compensation

The Company  maintains a stock option plan (the "2001 Plan") for the issuance of
up to 215,000 shares of common stock under stock options.

Effective  October 30,  2005,  the Company  adopted  SFAS  123(R),  "Share-Based
Payment."   SFAS  123(R)   replaces  SFAS  123   "Accounting   for   Stock-Based
Compensation"  and supersedes  Accounting  Principles Board Opinion No. 25 ("APB
25"),  "Accounting  for Stock  Issued to  Employees."  SFAS 123(R)  requires all
share-based  payments to employees,  including grants of employee stock options,
to be recognized in the financial  statements based on their fair values.  Under
SFAS 123(R), the pro forma disclosures  previously  permitted under SFAS 123 are
no longer an alternative to financial statement recognition.

The Company has selected the  Black-Scholes  method of valuation for share-based
compensation and has adopted the modified  prospective  transition  method under
SFAS 123(R),  which requires that compensation cost be recorded,  as earned, for
all unvested stock options  outstanding at the beginning of the first quarter of
adoption of SFAS 123(R).  As permitted  by SFAS 123(R),  prior  periods have not
been restated.  The charge is generally recognized as non-cash compensation on a
straight-line  basis over the remaining  service  period after the adoption date
based on the options'  original estimate of fair value. Due to the Going Private
Transaction  (See  Note 5),  all  unvested  stock  options  vested  immediately.
Therefore, the recognition of the remaining stock option expense was accelerated
and recognized in the 13 weeks ended January 28, 2006. The non-cash compensation
expense  for the 13 and 26 weeks  ended  April  29,  2006  was $0 and  $115,000,
respectively.

Prior   to  the   adoption   of   SFAS   123(R),   the   Company   applied   the
intrinsic-value-based  method of  accounting  prescribed  by APB 25 and  related
interpretations, to account for its fixed-plan stock options to employees. Under
this  method,  compensation  cost was  recorded  only if the market price of the
underlying  stock on the date of grant exceeded the exercise price. As permitted
by SFAS 123, the Company elected to continue to apply the  intrinsic-value-based
method  of  accounting   described   above,  and  adopted  only  the  disclosure
requirements  of  SFAS  123.  The  fair-value-based  method  used  to  determine
historical  pro forma amounts under SFAS 123 was similar in most respects to the
method used to determine  stock-based  compensation  expense  under SFAS 123(R).
However,  in its  pro  forma  disclosures,  the  Company  accounted  for  option
forfeitures  as  they  occurred,  rather  than  based  on  estimates  of  future
forfeitures.

In  connection  with the adoption  and  provisions  of SFAS 123(R),  the Company
reversed  the deferred  compensation  balance of  $242,000,  resulting  from the
application of the intrinsic-value-based method of accounting for stock options,
at  October  30,  2005  against  Capital In Excess of Par.  This  expense is now
superceded  by the SFAS  123(R)  expense,  which was  recorded  over the vesting
period of the stock options.

The following table illustrates the pro forma effect on the Company's net income
and earnings per share as if the Company had adopted the fair-value-based method
of  accounting  for  stock-based  compensation  under SFAS 123 for the 13 and 26
weeks ended April 30, 2005:


                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                         Thirteen Weeks             Twenty-Six Weeks
                                                              Ended                       Ended
                                                  ----------------------------------------------------------
                                                  (In thousands, except per    (In thousands, except per
                                                          share amounts)             share amounts)
                                                  ----------------------------------------------------------
                                                            April 30,                   April 30,
                                                              2005                        2005
                                                  ----------------------------------------------------------
<S>                                                        <C>                         <C>
Net income - as reported                                   $        54                 $       307

Add:
Stock-based employee compensation
expense determined under the intrinsic
value method, included in reported net
income, net of related tax effects                                  52                         104
                                                           ---------------------------------------
Deduct:
Adjustment to total stock-based employee
compensation expense determined under
the fair value based method, net of related
tax effects                                                        (71)                       (142)
                                                           ---------------------------------------

Pro forma net income                                       $        35                 $       269
                                                           =======================================
Earnings per share:
Basic, as reported                                         $       .05                 $       .31
                                                           =======================================

Basic, pro forma                                           $       .04                 $       .27
                                                           =======================================

Diluted, as reported                                       $       .05                 $       .29
                                                           =======================================

Diluted, pro forma                                         $       .03                 $       .26
                                                           =======================================
</TABLE>

There were no stock options  granted during the 26 weeks ended April 29, 2006 or
April 30, 2005.  The fair value of each stock option is estimated on the date of
grant using the Black-Scholes  option-pricing  model. The following  assumptions
were used for the grants made under the 2001 Plan:

Risk-free interest rate                                  5.00%
Expected option life                                    5 years
Dividend yield                                             None
Volatility                                               40.2%

As of April 29, 2006,  94,000  options are  exercisable.  The  weighted  average
exercise price of all outstanding options is $19.60.

On January 23, 2006, the Company  extended the term (the  "Extension") of 40,000
options, which were set to expire on January 27, 2006, to December 27, 2006. The
Extension resulted in additional non-cash compensation expense of $30,000, which
was fully expensed in the 13 weeks ended January 28, 2006.  This expense reduced
net  income,  net of tax,  by $0 and $19,000 for the 13 and 26 weeks ended April
29, 2006.


                                       10
<PAGE>

Note 4 Employee Benefit Plans

The  following  tables  summarize  the  components  of the net periodic  pension
expense for the Company sponsored defined benefit pension plans (both funded and
unfunded  postretirement plans) for the 13 and 26 weeks ended April 29, 2006 and
April 30, 2005 (in thousands):

Components of Net Periodic Benefit Cost:

<TABLE>
<CAPTION>
Pension Plans                                         13 Weeks Ended                     26 Weeks Ended
-------------                                         --------------                     --------------
                                           April 29, 2006      April 30, 2005     April 29, 2006   April 30, 2005
                                           --------------      --------------     --------------   --------------
<S>                                             <C>                 <C>                 <C>             <C>
Service cost                                    $ 166               $ 123               $ 332           $ 246
Interest cost                                     135                 132                 270             264
Expected return on plan assets                   (145)               (134)               (290)           (268)
Settlement (gain) loss recognized                  --                  --                  --              --
Amortization of prior service cost                 16                  11                  32              22
Recognized net actuarial loss                      81                  95                 162             190
                                                -----               -----               -----           -----
Net periodic benefit cost                       $ 253               $ 227               $ 506           $ 454
                                                =====               =====               =====           =====

<CAPTION>
Other Postretirement Plan                            13 Weeks Ended                        26 Weeks Ended
-------------------------                            --------------                        --------------
                                           April 29, 2006    April 30, 2005       April 29, 2006   April 30, 2005
                                           --------------    --------------       --------------   --------------
<S>                                             <C>                 <C>                 <C>             <C>
Service cost                                    $  46               $  46               $  92           $  92
Interest cost                                      83                  83                 166             166
Amortization of prior service cost                  7                  21                  14              42
Recognized net actuarial loss                      23                  46                  46              92
                                                -----               -----               -----           -----
Net periodic benefit cost                       $ 159               $ 196               $ 318           $ 392
                                                =====               =====               =====           =====
</TABLE>

As previously disclosed in the Notes to the Consolidated Financial Statements in
the  Company's  Annual Report on Form 10-K and 10-K/A for the year ended October
29, 2005 the Company's current funding policy for its qualified pension plans is
to contribute  annually the amount  required by regulatory  authorities  to meet
minimum funding  requirements.  The Company presently  anticipates  contributing
approximately $1,530,000 to its pension plans during fiscal 2006. This amount is
based on  preliminary  information  and the actual  amount  contributed  will be
determined based on the final actuarial  calculations,  plan asset  performance,
possible changes in law and other factors.  The Company has contributed $629,000
during the twenty-six  weeks ended April 29, 2006, and anticipates  contributing
approximately  $901,000 more for expected  future  benefit  payments  during the
remainder of fiscal 2006.

Since the Company's Other Post Retirement Plan is unfunded, the contributions to
this  plan are equal to the  benefit  payments  made  during  the year.  Benefit
payments made during the 26 weeks ended April 29, 2006 were $84,000.


                                       11
<PAGE>

Note 5 Going Private Transaction

As reported in the Company's  current  report on Form 8-K filed on March 3, 2006
with the Securities  and Exchange  Commission  ("SEC"),  the Company has entered
into a  definitive  agreement  with  respect  to the going  private  transaction
previously  proposed by Saker Holdings  Corp.  Under the terms of the definitive
agreement,  Saker  Holdings Corp. has agreed to make a cash tender offer for the
Company's  outstanding  common stock at a price of $53 per share and the Special
Committee of the Company's  Board of Directors  appointed to review the proposed
transaction has recommended that the Company's shareholders accept the offer and
tender  their shares to Saker  Holdings  Corp.  For the thirteen and  twenty-six
weeks ended April 29,  2006,  the Company  incurred  approximately  $298,000 and
$665,000,  respectively,  of  transaction  costs  related  to the going  private
transaction, which are included in selling, general and administrative expenses.
The  Company is  required  to pay Saker  Holdings  Corp.  a  termination  fee of
$1,500,000  if the  Special  Committee  withdraws  its  recommendation  that the
shareholders  accept the offer or the Company's  Board of Directors  approves or
recommends another takeover  proposal,  or if the Company breaches or terminates
the  agreement  for any reason  other than Saker  Holdings  Corp.'s  breach.  In
addition,  the Company will be required to reimburse  Saker  Holdings  Corp. for
certain out of pocket  expenses if the  agreement is  terminated  under  certain
other circumstances.

The tender offer for outstanding  shares of the Company's common stock described
in this Quarterly Report on Form 10-Q has not commenced.  The description of the
tender offer set forth in this report is for informational  purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell  securities.
At the time the tender offer is  commenced,  Saker  Holdings  Corp.  will file a
tender offer  statement  with the SEC, and the Company will file a  solicitation
and recommendation  statement with respect to the tender offer. The tender offer
statement  (including an offer to purchase,  a related letter of transmittal and
other  offer  documents)  and  the  solicitation/recommendation  statement  will
contain important  information that should be read carefully before any decision
is made with respect to the tender offer. Those materials will be made available
to the Company's  shareholders at no expense to them. In addition,  all of those
materials (and all other offer  documents  filed with the SEC) will be available
at no charge on the SEC's web site (www.sec.gov) and from the Company.

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

OVERVIEW

We operate a chain of 26 ShopRite  supermarkets  in Central  New Jersey.  In the
first  quarter of fiscal 2006 we closed one location in Edison,  New Jersey.  We
believe it is  important  to maintain a modern,  one stop  competitive  shopping
environment  for our  customers  and  therefore  have  invested  heavily in new,
expanded  and  remodeled  facilities.   We  have  incorporated  upscale  service
departments in our World Class supermarket concept. We are the largest member of
Wakefern,  the largest retailer owned food  cooperative  warehouse in the United
States. Since we purchase from Wakefern most of the product we sell, participate
in advertising,  supply,  insurance and technology  programs with Wakefern,  and
receive 13.6% of Wakefern's  patronage dividend,  our success is integrally tied
to the success of Wakefern.

We operate in a highly  competitive  geographic area. Certain of our competitors
are  non-union and  therefore  may have lower labor and related  fringe  benefit
costs. In the past six years a non-union  competitor,  Wegmans,  has opened five
stores in our trading  area.  We expect  Wegmans to continue to open  additional
locations in our marketing area in the future.  Additionally,  another non-union
operator,  Wal-Mart, is expected to open Super Centers,  which include extensive
food operations, in our trading area.


                                       12
<PAGE>

Certain  categories  of  selling,   general  and  administrative  expenses  have
increased  disproportionately in comparison to our sales growth and to inflation
in the last three years. We have experienced  substantial  increases in employee
health and pension costs under union  contracts  and for  non-union  associates.
Additionally, the cost of utilities to operate our stores increased dramatically
in the last two years. These trends have continued in fiscal 2006.

We look at a variety of  indicators  to evaluate our  performance,  such as same
store sales; sales per store; sales per selling square foot; percentage of total
sales by department;  shrink by department and store;  departmental gross profit
margins; sales per man hour; hourly labor rates; and percent of overtime.

Critical Accounting Policies and Estimates

Critical  accounting  policies are those  accounting  policies  that  management
believes are important to the portrayal of the Company's financial condition and
results  and  require   management's  most  difficult,   subjective  or  complex
judgments,  often as a result of the need to make estimates  about the effect of
matters that are inherently uncertain.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates.
The  Company's  critical  accounting  policies  relating  to the  impairment  of
goodwill,  inventory  valuation,  patronage dividends earned as a stockholder of
Wakefern, pension plans and other postretirement benefits, workers' compensation
insurance and long-lived  assets are described in the Company's Annual Report on
Form 10-K and 10-K/A for the year ended  October 29, 2005.  As of April 29, 2006
there have been no material changes to any of the critical  accounting  policies
contained therein.

Financial Condition and Liquidity

The Company is a party to a Third Amended and Restated Revolving Credit and Term
Loan Agreement (the "Credit  Agreement") with four financial  institutions.  The
Credit  Agreement  serves as our primary  funding source for working capital and
capital  expenditures.  The Credit Agreement is secured by substantially  all of
the Company's  assets and provided for a total  commitment of up to $80,000,000,
including  a  revolving  credit  facility  (the  "Revolving   Note")  of  up  to
$35,000,000,  a term loan ("the Term Loan") in the amount of  $25,000,000  and a
capital expenditures facility (the "Capex Facility") of up to $20,000,000. As of
April 29, 2006 the Company owed $18,996,977 on the Revolving Note, $7,500,000 on
the Term Loan and $15,963,750 under the Capex Facility.

The Company's  compliance  with the major  financial  covenants under the Credit
Agreement was as follows as of April 29, 2006:

--------------------------------------------------------------------------------
                                                                    Actual
                                                              (As defined in the
Financial Covenant          Credit Agreement                   Credit Agreement)
--------------------------------------------------------------------------------
Adjusted EBITDA (1)         Greater than $26,000,000          $   27,542,000
--------------------------------------------------------------------------------
Leverage Ratio (1)(2)       Less than 2.5 to 1.00               1.80 to 1.00
--------------------------------------------------------------------------------
Debt Service Coverage
Ratio (3)                   Greater than 1.10 to 1.00           1.38 to 1.00
--------------------------------------------------------------------------------
Adjusted Capex (4)          Less than $7,299,000  (5) (7)     $    1,515,000 (6)
--------------------------------------------------------------------------------
Store Project Capex         Less than $40,018,000  (5) (7)    $      105,000 (6)
--------------------------------------------------------------------------------


                                       13
<PAGE>

(1)   Excludes  obligations  under  capitalized  leases,  interest  expense  and
      depreciation  expense  attributable to capitalized leases,  non-cash write
      downs and changes in the LIFO reserve.

(2)   The Leverage  Ratio is calculated by dividing the current and  non-current
      portions of Long-Term  Debt and  Long-Term  Debt Related Party by Adjusted
      EBITDA.

(3)   The Debt Service  Coverage Ratio is calculated by dividing  Operating Cash
      Flow by the sum of adjusted net interest expense,  which excludes interest
      on  capitalized  leases,  the  current  provision  for  income  taxes  and
      regularly scheduled  principal payments,  which exclude principal payments
      on  capitalized  leases.  Operating Cash Flow is calculated by subtracting
      amounts  expended for property and  equipment  for projects  involving the
      expenditure  of less than $500,000  ($1,515,000 in the first six months of
      fiscal 2006) from Adjusted EBITDA.

(4)   Adjusted  Capex is all  capital  expenditures  other than  New/Replacement
      Store Project Capex.

(5)   Represents limitations on capital expenditures for fiscal 2006. For fiscal
      2006 the Company has budgeted  $8,649,000  for capital  expenditures.  Any
      unused  amounts  available  under the  Credit  Agreement  will be  carried
      forward to future periods.

(6)   Represents capital expenditures for fiscal 2006.

(7)   Includes  amounts  available  but not used in the  prior  fiscal  year and
      available  to be carried  forward to fiscal  2006:  $399,000  for Adjusted
      Capex and $26,018,000 for Store Project Capex.

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 Credit  Agreement does not permit the payment of any cash
dividends on our Common Stock.

Working Capital

At April 29,  2006,  the Company had working  capital of $310,000 as compared to
$6,637,000 at October 29, 2005 and $150,000 at April 30, 2005.  Since the end of
fiscal 2005, working capital declined primarily as a result of the collection of
related party  receivables  from Wakefern  related to the fiscal 2005  patronage
dividend  receivable.  The decrease in inventory which resulted from the closing
of a location in Edison,  New Jersey was offset by a  corresponding  decrease in
accounts payable. These transactions resulted in a net decrease in the Revolving
Note which is classified as long-term borrowings.

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:

        April 29, 2006              1.00 to 1.0
        October 29, 2005            1.09 to 1.0
        April 30, 2005              1.00 to 1.0

Cash flows (in millions) were as follows:

                                         Twenty-Six Weeks Ended
                                         ----------------------
                                    April 29, 2006    April 30, 2005
                                    --------------    --------------

Operating activities                   $  17.1            $  12.2
Investing activities                      (1.2)              (1.3)
Financing activities                     (14.9)             (11.8)
                                       -------            -------
       Totals                          $   1.0            $   (.9)
                                       =======            =======


                                       14
<PAGE>

The Company had $12,638,000 of available  credit,  at April 29, 2006,  under its
revolving  credit  facility.  The  availability  does not include the additional
$2,371,000  provided by the August 22, 2005  amendment  to the Credit  Agreement
which allows the  inclusion  of cash in transit as  additional  collateral.  The
Company has no capital commitments for leasehold improvements or equipment as of
April 29, 2006. The amounts available under the Credit Agreement will adequately
meet our operating needs,  scheduled  capital  expenditures and debt service for
fiscal 2006.

For the 26 weeks ended April 29, 2006 depreciation was $10,588,000 while capital
expenditures,  excluding  capitalized leases,  totaled  $1,620,000,  compared to
$10,992,000 and $2,131,000, respectively, in the prior year period. The decrease
in depreciation  was the result of the completion of depreciation for some older
equipment  and leasehold  improvements.  Capital  expenditures  decreased in the
first six  months  of fiscal  2006 when no major  projects  were in  process  as
compared to capital expenditures in the first six months of fiscal 2005 when the
store in West Long Branch,  New Jersey was remodeled  and the  remodeling of the
Neptune, New Jersey location was substantially completed.

The following table  summarizes our  contractual  obligations at April 29, 2006,
and the effect such  obligations are expected to have on liquidity and cash flow
in future periods.

<TABLE>
<CAPTION>
                                                   Payments Due By Period
                                                 Less Than       2-3          4-5         After 5
Contractual Obligations               Total       1 Year        Years        Years         Years
-----------------------               -----       ------        -----        -----         -----
                                                       (Dollars In Thousands)
<S>                                 <C>           <C>          <C>          <C>          <C>
Long-term debt                      $ 46,495      $ 9,046      $36,935      $   514      $     --
Interest on long-term debt (1)         6,347        3,622        2,711           14            --
Related party debt,
  non interest bearing                 3,187          725        1,159        1,043           260
Capital lease obligations (2)        330,465       15,788       31,405       32,416       250,856
Operating leases (2)                  51,127        7,966       13,600        8,846        20,715
Other liabilities (3)                  4,638        1,249          762        1,600         1,027
Purchase obligations -
  leaseholds and equipment                --           --           --           --            --
Lease commitments - stores
  under construction                      --           --           --           --            --
                                    --------      -------      -------      -------      --------
Total                               $442,259      $38,396      $86,572      $44,433      $272,858
                                    ========      =======      =======      =======      ========
</TABLE>

(1)   Includes interest expense at estimated interest rates of 9.00% to 9.50% on
      variable  rate debt of $42,461 and interest  expense at interest  rates of
      6.20% to 6.44% on fixed rate debt of $4,034.

(2)   Lease obligation figures do not include insurance, common area maintenance
      charges and real estate taxes for which the Company is obligated.

(3)   Other liabilities  include  estimated  unfunded pension  liabilities,  and
      estimated   post-retirement  and  post-employment   obligations  based  on
      available actuarial data.


                                       15
<PAGE>

Results of Operations  (13 weeks ended April 29, 2006 compared to 13 weeks ended
April 30, 2005)

Sales:

Sales for the  current  period  totaled  $297.7  million as  compared  to $292.0
million in the prior year period. This represents an increase of 1.9%. Sales for
the current quarter  included the operations of the location in Pennington,  New
Jersey  purchased from Wakefern in September  2005. In November 2005, a location
in Edison, New Jersey was closed at the end of its lease term.

Same store  sales from the  twenty  five  stores in  operation  in both  periods
increased  2.9%.  Comparable  store sales  increases  were  partially  offset by
decreased sales in certain of the Company's stores affected by competitive store
openings.

Gross Profit:

Gross profit as a percent of sales  increased to 26.6% in the second  quarter of
fiscal 2006 compared to 26.4% for the comparable  period in fiscal 2005. Cost of
goods  sold  includes  the costs of  inventory  sold and the  related  purchase,
inbound freight and distribution costs including those costs charged by Wakefern
for operation of warehouses, distribution and delivery of product to our stores.
Vendor allowances and rebates and Wakefern patronage  dividends are reflected as
a  reduction  of cost of goods sold.  Any costs to us related to other  services
which Wakefern provides are not included in cost of goods sold.

Patronage dividends, applied as a reduction of the cost of goods sold, were $2.5
million in the current  year period  compared to $2.3  million in the prior year
period.

The  increase  in gross  profit  was the  result of a  reduction  in the cost of
programs  implemented in certain of the Company's stores to address  competitive
store  openings  (.20%),  reduced  Wakefern  assessment as a percentage of sales
(.04%) and an increase in the  projected  Wakefern  patronage  dividend  (.03%),
partially offset by less favorable product mix (.06%).

Operating Expenses:

Selling, general and administrative expenses totaled $74.5 million in the second
quarter of fiscal 2006  compared to $72.4 million for the  comparable  period in
fiscal 2005. Selling,  general and administrative expenses as a percent of sales
were 25.0%  versus 24.8% in the prior year  period.  Increases in labor,  fringe
benefits,  supplies,  miscellaneous  expense,  administration  and a decrease in
miscellaneous  income were  partially  offset by decreases in  depreciation  and
occupancy  costs.  The increase in labor expense was due to an increase in labor
rates. Labor expense increased from $29,488,000 to $30,263,000.  The increase in
fringe  benefits was the result of contractual  increases in pension and welfare
contributions. Fringe benefits increased from $12,723,000 to $13,194,000. Supply
expense  increased as the result of  increases  in the price of plastic.  Supply
expense  increased from $3,187,000 to $3,418,000.  The increase in miscellaneous
expense was  primarily  the result of  increases in Wakefern  support  services,
debit/credit  card and  bank  service  fees and  services  provided  by  outside
vendors,  including floor care and sanitation.


                                       16
<PAGE>

Miscellaneous  expense increased from $4,926,000 to $5,398,000.  The increase in
administration  was the result of the  incurrence  of costs related to the going
private  transaction and an increase in the incentive  compensation  accrual for
administrative  personnel based upon operating  results for the current quarter.
Administration  costs increased from  $4,609,000 to $5,044,000.  The decrease in
miscellaneous  income was due to decreased baling income.  Miscellaneous  income
decreased  from  $815,000  to  $608,000.   Depreciation  decreased  due  to  the
completion of depreciation for some older equipment and leasehold  improvements.
Depreciation   expense  decreased  from  $5,598,000  to  $5,277,000.   Occupancy
decreased due to lower costs in the Pennington, New Jersey location purchased in
September 2005, the closing of the Edison,  New Jersey location in November 2005
and lower repair and  insurance  costs,  partially  offset by increased  utility
costs. Occupancy decreased from $10,385,000 to $10,180,000.

As a percentage of sales,  labor increased .07%, fringe benefits increased .07%,
supplies increased .06%,  miscellaneous  expense increased .12%,  administration
increased .11% and  miscellaneous  income  decreased .08%.  These increases were
partially  offset  by a  decrease  in  occupancy  of  .14%,  and a  decrease  in
depreciation, including depreciation on capitalized leases, of .11%.

Interest Expense:

Interest expense decreased to $4,487,000 from $4,637,000,  while interest income
was  $57,000  compared  to $31,000 for the prior year  period.  The  decrease in
interest  expense  for the  current  year  period was due to a net  decrease  in
average  outstanding debt,  including  capitalized lease obligations,  partially
offset by an increase in the average interest rate paid on debt.

Income Taxes:

An income tax rate of 38% has been used in both the  current  and the prior year
periods. The tax rate used is based on the expected effective tax rates.

Net Income:

Net income was  $176,000 in the current  year period  compared to $54,000 in the
prior  year  period.   Earnings  before   interest,   taxes,   depreciation  and
amortization  ("EBITDA") for the current period were  $10,090,000 as compared to
$10,295,000  in the prior year period.  Net income per common share on a diluted
basis was $.17 in the  current  year  period  compared to $.05 in the prior year
period.  Per share  calculations are based on 1,047,013 weighted average diluted
shares  outstanding  in the current year period and 1,032,098  weighted  average
diluted shares outstanding in the prior year period.

EBITDA  is  presented  because  management  believes  that  EBITDA  is a  useful
supplement  to net income and other  measurements  under  accounting  principles
generally  accepted in the United  States since it is a meaningful  measure of a
company's  performance and ability to meet its future debt service requirements,
fund capital expenditures and meet working capital requirements. EBITDA is not a
measure of financial  performance under accounting principles generally accepted
in the United States and should not be considered as an  alternative  to (i) net
income (or any other measure of performance under generally accepted  accounting
principles)  as a measure of  performance  or (ii) cash  flows  from  operating,
investing or financing  activities as an indicator of cash flows or as a measure
of liquidity. The following table reconciles reported net income to EBITDA:


                                       17
<PAGE>

                                            Thirteen Weeks Ended
                                      -------------------------------
                                      April 29, 2006   April 30, 2005
                                      --------------   --------------

Net income                              $   176,000      $    54,000
Add:
 Interest expense, net                    4,430,000        4,606,000
 Income tax provision                       108,000           34,000
 Depreciation                             5,277,000        5,498,000
 Amortization                                99,000          103,000
                                        -----------      -----------
EBITDA                                  $10,090,000      $10,295,000
                                        ===========      ===========

Results of Operations  (26 weeks ended April 29, 2006 compared to 26 weeks ended
April 30, 2005)

Sales:

Sales for the current  twenty-six week period totaled $621.5 million as compared
to $609.6 million in the prior year period. This represents an increase of 2.0%.
Sales for the current  twenty-six  week period  included the  operations  of the
location in Pennington, New Jersey purchased from Wakefern in September 2005. In
November  2005,  a location  in Edison,  New Jersey was closed at the end of its
lease term.

Same store  sales  from the  twenty-five  stores in  operation  in both  periods
increased  2.6%.  Comparable  store sales  increases  were  partially  offset by
decreased sales in certain of the Company's stores affected by competitive store
openings.

Gross Profit:

Gross profit as a percent of sales  increased  to 26.1% in the first  twenty-six
weeks of fiscal 2006 compared to 25.8% for the comparable period in fiscal 2005.
Cost of goods  sold  includes  the  costs  of  inventory  sold  and the  related
purchase,  inbound freight and distribution  costs including those costs charged
by Wakefern for operation of warehouses, distribution and delivery of product to
our stores.  Vendor allowances and rebates and Wakefern patronage  dividends are
reflected as a reduction of cost of goods sold. Any costs to us related to other
services which Wakefern provides are not included in cost of goods sold.

Patronage dividends, applied as a reduction of the cost of goods sold, were $5.1
million in the current period compared to $4.8 million in the prior year period.

The  increase  in gross  profit  was the  result of a  reduction  in the cost of
programs  implemented in certain of the Company's stores to address  competitive
store  openings  (.12%),  the  contribution  of the new location  purchased from
Wakefern in  September  2005,  including  Wakefern  incentive  programs  for new
locations (.05%),  reduced Wakefern  assessment as a percentage of sales (.04%),
an increase in the projected  Wakefern  patronage dividend (.03%) and a decrease
in shrink (.11%),  partially offset by less favorable product mix (.06%). Shrink
is the difference between expected gross profit, based on the difference between
the cost and expected selling price of merchandise  purchased,  and actual gross
profit. Shrink results from theft, spoilage, breakage, mark ups and mark downs.


                                       18
<PAGE>

Operating Expenses:

Selling, general and administrative expenses totaled $151.8 million in the first
twenty-six  weeks of fiscal 2006 compared to $147.5  million for the  comparable
period in fiscal 2005. Selling, general and administrative expenses as a percent
of sales were 24.4% versus  24.2% in the prior year period.  Increases in fringe
benefits,  supplies,  miscellaneous  expense,  administration  and a decrease in
miscellaneous  income were partially offset by decreases in labor,  depreciation
and  occupancy  costs.  The  increase  in  fringe  benefits  was the  result  of
contractual  increases  in pension and welfare  contributions.  Fringe  benefits
increased from  $26,456,000  to  $27,641,000.  Supply  expense  increased as the
result of  increases  in the price of plastic.  Supply  expense  increased  from
$6,617,000 to $7,005,000.  The increase in  miscellaneous  expense was primarily
the result of increases in Wakefern support services, debit/credit card and bank
service fees and services provided by outside vendors,  including floor care and
sanitation.  Miscellaneous expense increased from $9,870,000 to $10,828,000. The
increase in administration  was the result of the incurrence of costs related to
the going  private  transaction  and an increase in the  incentive  compensation
accrual  for  administrative  personnel  based upon  operating  results  for the
current   quarter.   Administration   costs   increased   from   $9,385,000   to
$10,288,000.The  decrease in  miscellaneous  income was due to decreased  baling
income.  Miscellaneous income decreased from $1,593,000 to $1,268,000.  Although
labor decreased as a percent of sales,  labor expense increased from $60,354,000
to  $61,240,000.  The  decrease  in labor as a  percent  of sales was due to the
percentage  increase in same store sales and the  increase in labor  expense was
due to an increase in labor rates.  Depreciation decreased due to the completion
of   depreciation   for  some  older   equipment  and  leasehold   improvements.
Depreciation  expense  decreased  from  $10,992,000  to  $10,588,000.   Although
occupancy  decreased  as a percent  of sales,  occupancy  costs  increased  from
$20,455,000 to $20,567,000.  The decrease in occupancy as a percent of sales was
due to lower costs in the Pennington, New Jersey location purchased in September
2005, the closing of the Edison,  New Jersey location in November 2005 and lower
repair and insurance costs partially offset by increased utility costs, with all
costs being calculated  against a higher sales base.  Absolute dollars increased
slightly for this category.

As a percentage of sales,  fringe benefits  increased .11%,  supplies  increased
..04%,  miscellaneous expense increased .12%,  administration  increased .12% and
miscellaneous  income decreased .06%. These increases were partially offset by a
decrease in labor of .05%, a decrease in  occupancy  of .05%,  and a decrease in
depreciation, including depreciation on capitalized leases, of .09%.

Interest Expense:

Interest expense decreased to $9,119,000 from $9,297,000,  while interest income
was  $97,000  compared  to $67,000 for the prior year  period.  The  decrease in
interest  expense  for the  current  year  period was due to a net  decrease  in
average  outstanding debt,  including  capitalized lease obligations,  partially
offset by an increase in the average interest rate paid on debt.

Income Taxes:

An income tax rate of 38% has been used in both the  current  and the prior year
periods. The tax rate used is based on the expected effective tax rates.

Net Income:

Net income was $789,000 in the current  year period  compared to $307,000 in the
prior  year  period.   Earnings  before   interest,   taxes,   depreciation  and
amortization  ("EBITDA") for the current period were  $21,071,000 as compared to
$21,032,000  in the prior year period.  Net income per common share on a diluted
basis was $.76 in the current period  compared to $.29 in the prior year period.
Per share


                                       19
<PAGE>

calculations are based on 1,043,681  weighted average diluted shares outstanding
in the current period and 1,033,451  weighted average diluted shares outstanding
in the prior year period.

EBITDA  is  presented  because  management  believes  that  EBITDA  is a  useful
supplement  to net income and other  measurements  under  accounting  principles
generally  accepted in the United  States since it is a meaningful  measure of a
company's  performance and ability to meet its future debt service requirements,
fund capital expenditures and meet working capital requirements. EBITDA is not a
measure of financial  performance under accounting principles generally accepted
in the United States and should not be considered as an  alternative  to (i) net
income (or any other measure of performance under generally accepted  accounting
principles)  as a measure of  performance  or (ii) cash  flows  from  operating,
investing or financing  activities as an indicator of cash flows or as a measure
of liquidity. The following table reconciles reported net income to EBITDA:

                                           Twenty-Six Weeks Ended
                                           ----------------------
                                     April 29, 2006       April 30, 2005
                                     --------------       --------------

Net income                            $   789,000           $   307,000
Add:
 Interest expense, net                  9,022,000             9,230,000
 Income tax provision                     486,000               189,000
 Depreciation                          10,588,000            10,992,000
 Amortization                             186,000               314,000
                                      -----------           -----------

EBITDA                                $21,071,000           $21,032,000
                                      ===========           ===========


Item 3. Quantitative and Qualitative Disclosures About Market Risk

Except for  indebtedness  under the Credit  Agreement,  which is  variable  rate
financing,  the balance of our indebtedness is fixed rate financing.  We believe
that our exposure to market risk relating to interest rate risk is not material.
The Company believes that its business operations are not exposed to market risk
relating to foreign currency exchange risk, commodity price risk or equity price
risk.

Item 4. Controls and Procedures

As required by Rule 13a-15 under the  Exchange  Act, as of the end of the period
covered by this quarterly  report,  the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's President
and Chief Executive  Officer along with the Company's  Chief Financial  Officer,
who  concluded  that  the  Company's  disclosure  controls  and  procedures  are
effective.   Both  the  Company's  Director  of  Internal  Audit  and  Principal
Accounting  Officer also  participated in this evaluation.  During the Company's
last  fiscal  quarter,  there has been no  significant  change in the  Company's
internal control over financial  reporting that has materially  affected,  or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and


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<PAGE>

Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in Company reports filed under the Exchange
Act is accumulated and communicated to management, including the Company's Chief
Executive  Officer and Chief Financial  Officer as appropriate,  to allow timely
decisions regarding required disclosure.

PART II OTHER INFORMATION

      Item 6. Exhibits

            Exhibit 31.1 Section 302 Certification of Chief Executive Officer

            Exhibit 31.2 Section 302 Certification of Chief Financial Officer

            Exhibit 32.1 Certification of Chief Executive Officer pursuant to 18
            U.S.C. Section 1350

            Exhibit 32.2 Certification of Chief Financial Officer pursuant to 18
            U.S.C. Section 1350


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<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: June 9, 2006                            /S/ MICHAEL SHAPIRO
                                              ----------------------------------
                                                          (Signature)
                                                 Michael Shapiro
                                                 Senior Vice President,
                                                 Chief Financial Officer


Date: June 9, 2006                           /S/  THOMAS H. FLYNN
                                              ----------------------------------
                                                          (Signature)
                                                 Thomas H. Flynn
                                                 Vice President,
                                                 Principal Accounting Officer


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