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<SEC-DOCUMENT>/in/edgar/work/0000103595-00-000014/0000103595-00-000014.txt : 20001026
<SEC-HEADER>0000103595-00-000014.hdr.sgml : 20001026
ACCESSION NUMBER:		0000103595-00-000014
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20000729
FILED AS OF DATE:		20001025

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VILLAGE SUPER MARKET INC
		CENTRAL INDEX KEY:			0000103595
		STANDARD INDUSTRIAL CLASSIFICATION:	 [5411
]		IRS NUMBER:				221576170
		STATE OF INCORPORATION:			NJ
		FISCAL YEAR END:			0731
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-K
			SEC ACT:		
			SEC FILE NUMBER:	000-02633
			FILM NUMBER:		745542
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		733 MOUNTAIN AVE
				CITY:			SPRINGFIELD
				STATE:			NJ
				ZIP:			07081
				BUSINESS PHONE:		2014672200
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		733 MOUNTAIN AVE
					CITY:			SPRINGFIELD
					STATE:			NJ
					ZIP:			07081
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>


                        SECURITIES & EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
                                   FORM 10-K

(Mark One)

[x]  Annual Report Pursuant to Section 13 or 15(d) of the
     Securities and Exchange Act of 1934 (Fee Required)

For the fiscal year ended:  July 29, 2000.

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the
     Securities and Exchange Act of 1934 (Fee Required) for
     the transition period from          to                .

COMMISSION FILE NUMBER:  0-2633


                     VILLAGE SUPER MARKET, INC.
        (Exact name of registrant as specified in its charter)

NEW JERSEY                                   22-1576170
(State or other jurisdiction              (I.R.S. Employer
 of incorporation or organization)         Identification No.)

733 MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY    07081
(Address of principal executive offices)      (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973)467-2200


    Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS     NAME OF EACH EXCHANGE ON WHICH REGISTERED
None                    None


       Securities registered pursuant to Section 12(g) of the Act:
                 CLASS A COMMON STOCK, NO PAR VALUE
                        (Title of Class)

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
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  X     No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [x]

The aggregate market value of the Class A common stock of Village
Super Market, Inc. held by non-affiliates was approximately
$12,296,000 and the aggregate market value of the Class B common
stock held by non-affiliates was approximately $3,654,000 (based
upon the closing price of the Class A shares on the Over the
Counter Market on October 2, 2000).  There are no other classes
of voting stock outstanding.

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

                                       Outstanding at
           Class                      October 20, 2000

Class A common stock, no par value    1,419,400 Shares
Class B common stock, no par value    1,594,076 Shares



DOCUMENTS INCORPORATED BY REFERENCE

Information contained in the 2000 Annual Report to Shareholders
and the 2000 definitive Proxy Statement to be filed with the
Commission and delivered to security holders in connection with
the Annual Meeting scheduled to be held on December 8, 2000 are
incorporated by reference into this Form 10-K at Part II,
Items 5, 6, 7 and 8 and Part III.


                               PART I

                          ITEM I.  BUSINESS


FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact,
included in this Form 10-K are or may be considered forward-
looking statements within the meaning of federal securities
law.  The Company cautions the reader that there is no
assurance that actual results or business conditions will not
differ materially from future results, whether expressed,
suggested or implied by such forward-looking statements.  Such
potential risks and uncertainties include, without limitation,
local business conditions, competitive pressures from the
Company's operating environment, the ability of the Company to
maintain and improve its sales and margins, the ability to
attract and retain associates, the availability of new store
locations, the liquidity of the Company on a cash flow basis,
the success of operating initiatives, results of ongoing
litigation and other risk factors detailed herein and in other
filings of the Company.


GENERAL

The Company operates a chain of 22 ShopRite supermarkets,
15 of which are located in northern New Jersey, one of which
is in northeastern Pennsylvania and six of which are in the
southern shore area of New Jersey.  In addition, the Company
operates one former ShopRite store under a "Village Market"
format as described below, which is expected to close in
fiscal 2001.  The Company is a member of Wakefern Food
Corporation ("Wakefern"), the nation's largest retailer
owned food cooperative and owner of the ShopRite name.
This relationship provides the Company many of the economies
of scale in purchasing, distribution, advanced retail
technology and advertising associated with chains
of greater size and geographic reach.

The Company believes that the regional nature of its business
and the continuity of its management under the leadership of
its founding family have permitted the Company to operate with
greater flexibility and responsiveness to the demographic
characteristics of the communities served by its stores.

The Company seeks to generate high sales volume by offering a
wide variety of high quality products at consistently low
prices. The Company attempts to efficiently utilize its selling
space, gives continuing attention to the decor and format of
its stores and tailors each store's product mix to the
preferences of the local community.  The Company concentrates
on the development of superstores which average 58,000 total
square feet, compared with an average of 30,000 total square
feet for conventional supermarkets.  Several of the Company's
recent remodels have expanded superstores to 65,000 square feet
These larger store sizes enable the Company to feature expanded
higher margin specialty service departments such as home meal
replacement, an on-site bakery, an expanded delicatessen
including prepared foods, and a fresh seafood section.
Superstores also offer an expanded selection of non-food items
such as cut flowers, health and beauty aids, greeting cards,
videocassette rentals, small appliances and in most cases,
a pharmacy.  Two superstores also include a warehouse section
featuring products in giant sizes.  Recently remodeled
superstores emphasize a Power Alley, which features high margin
convenience offerings such as salad bars, bakery and home meal
replacement in an area within the store that provides quick
customer entry and exit for those customers shopping for today's
lunch or dinner.  The following table shows the percentage of
the Company's sales allocable to various product categories
during each of the periods indicated as well as the number of
the Company's superstores and percentage of selling square feet
allocable to these stores during each of these periods:
<TABLE>
<CAPTION>

         Product Categories       Fiscal Year Ended In July

                                   1998      1999      2000
         <S>                       <C>       <C>       <C>
         Groceries                 41.6%     41.2%     41.1%
         Dairy and Frozen          15.9      16.1      16.0
         Meats                      9.9       9.6       9.7
         Non-Foods                 10.4      10.8      10.4
         Produce                   10.2      10.0      10.0
         Deli and prepared          4.6       4.6       4.5
         Seafood                    2.1       2.0       2.0
         Pharmacy                   3.6       4.0       4.5
         Bakery                     1.6       1.6       1.6
         Other                       .1        .1        .2
                                  100.0%    100.0%    100.0%

         Number of superstores       19        20        20
         Selling square feet
          represented by
          superstores                90%       92%      92%
</TABLE>

A variety of factors affect the profitability of each of the
Company's stores including local competitors, size, access
and parking, lease terms, management supervision, and the
strength of the ShopRite trademark in the local community.
The Company continually evaluates individual stores to decide
whether they should be closed.  Accordingly, the Orange,
Maplewood, Kingston, Morristown, Easton and Florham Park
stores have been closed since December 1991.

The Company operates a separate liquor store adjacent to one
Company supermarket.



DEVELOPMENT AND EXPANSION

The Company is engaged in a continuing program to upgrade and
expand its supermarket chain.  This program has included major
store remodelings as well as the opening or acquisition of
additional stores.  When remodeling, the Company has sought,
whenever possible, to increase the amount of selling space in
its stores and, where feasible within existing site limitations,
to convert conventional supermarkets to superstores.  In fiscal
2000, the Company purchased land in Garwood, N.J., the site of
a future superstore, and substantially remodeled the interior of
the Vineland store.  In fiscal 1999, the Company completed the
22,000 square foot expansion and remodel of the Livingston
store.  In addition, the Company acquired a leased 67,000
square foot store in Vineland, New Jersey in May 1999 from
Wakefern.  The Company has budgeted $16,000,000 for capital
expenditures in fiscal 2001.  The major planned expenditures
are the replacement of the West Orange store, (completed in
August 2000) and the construction of the Garwood store.

In the last five years, the Company has completed five
remodels and one store acquisition.  The Company's goal has
been to open an average of one new superstore and conduct a
major remodel of one store each year.  However, because of
delays associated with increased governmental regulations and
the general difficulty in developing retail properties in the
Company's primary trading area the Company has been unable to
open the desired number of new stores. Additional store
remodelings and sites for new stores are in various stages
of development.  The Company will also consider additional
acquisitions should appropriate opportunities arise.


WAKEFERN

The Company is the second largest member of Wakefern (owning
14.7% of Wakefern's outstanding stock) and one of the Company's
principal shareholders was a founder of Wakefern.  Wakefern,
which was organized in 1946, is the nation's largest
retailer-owned food cooperative.  There are presently 42
individual member companies and 205 supermarkets which comprise
the Wakefern cooperative.  Only Wakefern and member companies
are entitled to use the ShopRite name and trademark, and
participate in ShopRite advertising and promotional programs.

The principal benefits to the Company from its relationship with
Wakefern are the use of the ShopRite name and trademark, volume
purchasing, ShopRite private label products, distribution and
warehousing economies of scale, ShopRite advertising and
promotional programs including the ShopRite Price Plus card and
the development of shared, advanced retail technology.  The
Company believes that the ShopRite name is widely recognized by
its customers and is a factor in those customers' decisions about
where to shop.  In addition, Wakefern can purchase large
quantities and varieties of products at favorable prices which it
can then pass onto its members.  These benefits are important to
the Company's success.

Wakefern distributes as a "patronage dividend" to each of its
stockholders a share of earnings of Wakefern in proportion to the
dollar volume of business done by the stockholder with Wakefern
during each fiscal year.

While Wakefern has a substantial professional staff, it operates
as a member owned cooperative.  Executives of most members make
contributions of time to the business of Wakefern.  Senior
executives of the Company spend a significant amount of their
time working on various Wakefern committees which oversee and
direct Wakefern purchases and other programs.

Most of the Company's advertising is developed and placed by
Wakefern's professional advertising staff.  Wakefern is
responsible for all television, radio and major newspaper
advertisements. Wakefern bills its members by various formulas
which distribute advertising costs in accordance with the
estimated proportional benefits to each member from such
advertising.  The Company also places Wakefern developed
materials with local newspapers.

Wakefern operates warehouses and distribution facilities in
Elizabeth, New Jersey; Wallkill, New York; and South Brunswick,
New Jersey.  Each member is obligated to purchase from Wakefern
a minimum of 85% of its requirements for products offered by
Wakefern until ten years from the date that stockholders
representing 75% of Wakefern sales notify Wakefern that those
stockholders request the Wakefern Stockholder Agreement be
terminated.  If this purchase obligation is not met, the member
is required to pay Wakefern's profit contribution shortfall
attributable to this failure.  This agreement also requires that
in the event of unapproved changes in control of the Company or
a sale of the Company or of individual Company stores,
except to a qualified  successor, the Company in such cases
must pay Wakefern an amount equal to the present value of ten
years of the profit contribution shortfall attributable to the
sale of store or change in control.  Such payments were waived by
Wakefern in connection with the sale of the Orange, Maplewood,
Kingston and Morristown stores.  A "qualified successor" must be
or agree to become a member of Wakefern and may not own or operate
any supermarkets other than ShopRite supermarkets, in the states
of New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia,
Connecticut, Massachusetts, Rhode Island, Vermont, New Hampshire,
Maine or the District of Columbia or own or operate more than 25
non-ShopRite supermarkets in any other locations in the
United States.

Wakefern, under circumstances specified in its bylaws, may refuse
to sell merchandise to, and may repurchase the Wakefern stock
of any member.  Such circumstances include certain unapproved
transfers by a member of its supermarket business or its capital
stock in Wakefern, unapproved acquisition by a member of certain
supermarket or grocery wholesale supply businesses, the
material breach by a  member of any provision of the bylaws of
Wakefern or any agreement with Wakefern or a determination by
Wakefern that the continued supplying of merchandise or services
to such member would adversely affect Wakefern.

Any material change in Wakefern's method of operation or a
termination or material modification of the Company's
relationship with Wakefern following expiration of the above
agreements or otherwise (none of which are contemplated or
considered likely) might have an adverse impact on the conduct
of the Company's business and could involve additional expense
for the Company.  The failure of any Wakefern member to fulfill
its obligations under these agreements or a member's insolvency
or withdrawal from Wakefern could result in increased costs
to remaining members.

Wakefern owns and operates 17 supermarkets.  The Company believes
that Wakefern may consider purchasing additional stores in the
future from non-members and from existing members who may desire
to sell their stores for financial, estate planning or other
reasons.  The Company also understands that Wakefern may consider
opening and operating new ShopRite supermarkets as well.

Wakefern does not prescribe geographical franchise areas to its
members.  The specific locations at which the Company, other
members of Wakefern or Wakefern itself may open new units under
the ShopRite names are, however, subject to the approval of
Wakefern's Site Development Committee.  This committee is composed
of persons who are not employees or members of Wakefern and from
whose decision to deny a site application may be appealed to the
Wakefern Board of Directors.  Wakefern assists its members in their
site selection by providing appropriate demographic data, volume
projections and projections of the impact of the proposed market
on existing member supermarkets in the area.

Each member's Wakefern stock (including the Company's) is pledged
to Wakefern to secure all of that member's obligations to
Wakefern.  Moreover, every owner of 5% or more of the voting stock
of a member (including five members of the Sumas family) must
personally guarantee prompt payment of all amounts due Wakefern from
that member.  Wakefern does not own any securities of the Company or
its subsidiaries.

Each of Wakefern's members is required to make capital contributions
to Wakefern based on the number of stores operated by that member
(and to a limited extent the sales volume generated by those stores).
As additional stores are opened or acquired by a member, additional
capital must be contributed by it to Wakefern.  On occasion, as its
business needs have required, Wakefern has increased the maximum
per-store capital contributions (currently $550,000) required of
its members.  Wakefern has in the past permitted these increases
in required capital to be paid in installments over a period of
time.  As a result, the Company is required to invest $2,235,000
over the next seven years.


TECHNOLOGY

The Company considers automation and computerization important
to its operations and competitive position.  All stores have IBM
4690 software for the scanning check-out systems.  These systems
improve pricing accuracy, enhance productivity and reduce
checkout time for customers.  The hardware for these point of
sale systems was replaced in fiscal 2000.  The Company utilizes
IBM RS/6000 computers and satellite communications in each store
to, among other things offer customers debit and credit card
payment options.In addition, the Company utilizes a computer
generated ordering system, which is designed to reduce inventory
levels and out of stock conditions, enhance shelf space
utilization, and reduce labor costs.

The Company's commitment to advanced scanning systems has enabled
it to participate in Price Plus, ShopRite's preferred customer
program.  Customers receive electronic discounts by presenting a
scannable Price Plus card.  This technology has also enabled the
Company to focus on target marketing initiatives.

The Company utilizes a direct store delivery system, consisting
of personal computers and hand held scanners, for most items not
purchased through Wakefern in order to provide equivalent cost and
retail price control over these products.  In addition, certain
in-store department records are computerized, including the records
of all pharmacy departments.  In all stores, meat, seafood and
delicatessen prices are maintained on computer for automatic
weighing and pricing.  Furthermore, all stores have computerized
time and attendance systems and most also have computerized energy
management systems.  The Company seeks to design its stores to
use energy efficiently, including recycling waste heat generated
by refrigeration equipment for heating and other purposes.  The
Company has installed computer based training systems in all
stores.

Wakefern and the Company have responded to our customers
increased use of the internet by creating shoprite.com to
provide weekly advertising and other shopping information.  In
addition, an on-line shopping and pick-up service is being
tested by Wakefern at this time.


COMPETITION

The supermarket business is highly competitive.  Industry profit
margins are narrow, consequently earnings are dependent on high
sales volume and operating efficiency.  The Company is in direct
competition with national, regional and local chains as well as
independent supermarkets, warehouse clubs, supercenters, drug
stores, discount department stores, fast food chains and
convenience stores.  The Company competes by using low pricing,
courteous, quick, service to the customer, and a broad range of
consistently available quality products including the ShopRite
private label.  The ShopRite Price Plus card and the co-branded
ShopRite credit card also create significant customer loyalty.

The Company believes its regional focus and the continuity of
its management by the Sumas family permit it to operate with
greater flexibility in tailoring the products offered in each
store to the demographics of the communities they serve as
compared to national and larger regional chains.  The Company's
principal competitors are Pathmark, A&P, Edwards, Foodtown,
Acme, King's and Grand Union.  Many of the Company's
competitors have financial resources substantially greater
than those of the Company.

Recently, one of our principal competitors completed a
restructuring which substantially reduced its previously high
debt levels.  In addition, another competitor is in the process
of changing the name and format of all of its stores.  The
impact of these recent developments on our already highly
competitive marketplace is unknown at this time.



LABOR

As of October 1, 2000, the Company employed approximately 3,650
persons of whom approximately 2,350 worked part-time.
Approximately 89% of the Company's employees are covered by
collective bargaining agreements.  The Company was affected by a
labor dispute with its largest union in fiscal 1993.  Contracts
with the Company's six unions expire between April 2001 and
April 2003.  Most of the Company's competitors in New Jersey are
similarly unionized.



REGULATORY ENVIRONMENT

While the Company must secure a variety of health and food
distribution permits for the conduct of its business, it does
not believe that such regulation is material to its operations.
The Company's pharmacy departments are subject to state regulation
and licensed pharmacists must be on duty at all times.  The
Company's liquor operation is also subject to regulation by state
and municipal administrative authorities.  The Company does not
presently anticipate expanding its liquor operations.  Compliance
with statutes regulating the discharge of materials into the
environment is not expected to have a material effect on capital
expenditures, earnings and competitive position in fiscal 2001
and 2002.



ITEM 2.  PROPERTIES

The Company owns the sites of five of its supermarkets
(containing 330,000 square feet of total space), all of which
are freestanding stores, except the Egg Harbor store, which
is part of a shopping center.  The remaining 18 supermarkets
(containing 852,000 square feet of total space) are leased,
with initial lease terms generally ranging from 20 to 30 years,
usually with renewal options.  Ten of these leased stores are
located in strip shopping centers and the remaining eight are
freestanding stores.  Except with respect to one lease between
the Company and certain related parties, none of the Company's
leases expire before 2002.  One lease does expire in June 2002
and does not contain a renewal option.  The annual rent,
including capitalized leases, for all of the Company's leased
facilities for the year ended July 29, 2000 was approximately
$7,352,000.   The Company is a limited partner in two
partnerships, one of which owns a shopping center in which
one of the Company's leased supermarkets is located.
The Company also is a general partner in a general partnership
that is a lessor of one of the Company's freestanding supermarkets.



ITEM 3.  LEGAL PROCEEDINGS

No material legal proceedings.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters submitted to shareholders in the fourth quarter.



ITEM X.  EXECUTIVE OFFICERS OF THE REGISTRANT

In addition to the information regarding directors incorporated
by reference to the Company's definitive Proxy Statement in
Part III, Item 10, the following is provided with respect to
executive officers who are not directors:

      NAME           AGE       POSITION WITH THE COMPANY

      Carol Lawton   57        Vice President and Assistant
                                Secretary since 1983;
                                responsible for administration
                                of headquarters staff.

      Kevin Begley   42        Chief Financial Officer since 1987.
                                Mr. Begley is a Certified
                                Public Accountant.


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
                     SECURITY HOLDER MATTERS

The information required by this Item is incorporated by
reference from Information appearing on Page 20 in the
Company's Annual Report to Shareholders for the fiscal year
ended July 29, 2000.


ITEM 6.  SELECTED FINANCIAL DATA

The information required by this Item is incorporated by
reference from Information appearing on Page 3 in the Company's
Annual Report to Shareholders for the fiscal year ended
July 29, 2000.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS

The information required by this Item is incorporated by
reference from Information appearing on Page 4 through 6
in the Company's Annual Report to Shareholders for the
fiscal year ended July 29, 2000.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                   ABOUT MARKET RISK

Not applicable.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is incorporated by
reference from Information appearing on Page 3 and Page 7
to 20 in the Company's Annual Report to Shareholders for
the fiscal year ended July 29, 2000.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
 ACCOUNTING AND FINANCIAL DISCLOSURE

None.


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item 10 is incorporated by
reference from the Company's definitive Proxy Statement to be
filed on or before November 8, 2000, in connection with its
Annual Meeting scheduled to be held on December 8, 2000.


ITEM 11.   EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by
reference from the Company's definitive Proxy Statement to be
filed on or before November 8, 2000, in connection with its
Annual Meeting scheduled to be held on December 8, 2000.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                         AND MANAGEMENT

The information required by this Item 12 is incorporated by
reference from the Company's definitive Proxy Statement to be
filed on or before November 8, 2000, in connection with its
annual meeting scheduled to be held on December 8, 2000.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item 13 is incorporated by
reference from the Company's definitive Proxy Statement to be
filed on or before November 8, 2000, in connection with its
annual meeting scheduled to be held on December 8, 2000.



                            PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS
                         ON FORM 8-K

(a)  1     Financial Statements:

           Consolidated Balance Sheets - July 29, 2000
             and July 31, 1999;

           Consolidated Statements of Operations -
             years ended July 29, 2000, July 31, 1999
             and July 25, 1998;

           Consolidated Statements of Shareholders' Equity -
             years ended July 29, 2000; July 31, 1999
             and July 25, 1998;

           Consolidated Statements of Cash Flows -
             years ended July 29, 2000; July 31, 1999
             and July 25, 1998.


           Notes to consolidated financial statements.

  The financial statements above and Independent
Auditors' Report have been incorporated by reference from the
Company's Annual Report to Shareholders for the fiscal year
ended July 29, 2000.


2.  Financial Statement Schedules:

  All schedules are omitted because they are not
applicable, or not required, or because the required
information is included in the consolidated financial
statements or notes thereto.


3. Exhibits

                  EXHIBIT INDEX

Exhibit No.  3 -  Certificate of Incorporation and By-Laws*

Exhibit No.  4 -  Instruments defining the rights of
                   security holders;

                  4.4  Loan Agreement dated May 30, 1997*
                  4.5  Note Purchase Agreement dated
                         September 16, 1999*
                  4.6  Loan Agreement dated September 16, 1999*

Exhibit No. 10 -  Material Contracts:

                  10.1 -  Wakefern By-Laws*
                  10.2 -  Stockholders Agreement dated
                            February 20, 1992 between
                            between the Company and
                            Wakefern Food Corp.*
                  10.3 -  Voting Agreement dated March 4, 1987*
                  10.4 -  1987 Incentive and Non-Statutory Stock
                            Option Plan*
                  10.5 -  1997 Incentive and Non-Statutory Stock
                            Option Plan*

Exhibit No.  13 -  Annual Report to Security Holders

Exhibit No.  21 -  Subsidiaries of Registrant

Exhibit No.  23 -  Consent of KPMG LLP

Exhibit No.  99 -  Press Release dated October 3, 2000

*  The following exhibits are incorporated by reference from
    the following previous filings:

                   Form 10-K for 1999: 4.5, 4.6

                   Form 10-K for 1997: 4.4, 10.5

                   Form 10-K for 1993: 3, 10.1, 10.2, 10.3
                    and 10.4

(b)  No reports on Form 8-K were filed during the fourth quarter
      of fiscal 2000.



Exhibit 23

                    Independent Auditors' Consent

The Board of Directors
Village Super Market, Inc.:

We consent to incorporation by reference in the Registration
Statement (No. 2-86320) on Form S-8 of Village Super Market, Inc.
 of our report dated October 3, 2000, relating to the consolidated
balance sheets of Village Super Market, Inc. and subsidiaries as
of July 29, 2000 and July 31, 1999 and the related consolidated
statements of operations, shareholders' equity, and cash flows
for each of the years in the three-year period ended July 29, 2000,
which report is incorporated by reference in the July 29, 2000
annual report on Form 10-K of Village Super Market, Inc.

                                        KPMG LLP

Short Hills, New Jersey
October 25, 2000


                              SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.

                                          Village Super Market, Inc.


By:  /s/ Kevin Begley                  By: /s/ Perry Sumas
         Kevin Begley                          Perry Sumas
         Chief Financial &                     Chief Executive Officer
         Principal Accounting Officer


Date:  October 26, 2000


Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on dates
indicated:

                                         Village Super Market, Inc.


/s/ Perry Sumas                         /s/ James Sumas
    Perry Sumas, Director                   James Sumas, Director
    October 26, 2000                        October 26, 2000


/s/ Robert Sumas                       /s/  William Sumas
    Robert Sumas, Director                  William Sumas, Director
    October 26, 2000                        October 26, 2000


/s/ John P. Sumas                      /s/  John J. McDermott
    John P. Sumas, Director                 John J. McDermott, Director
    October 26, 2000                        October 26, 2000


/s/ George Andresakes                  /s/  Norman Crystal
    George Andresakes, Director             Norman Crystal, Director
    October 26, 2000                        October 26, 2000



Exhibit 21


                      SUBSIDIARIES OF REGISTRANT


The Company has two wholly-owned subsidiaries at July 29,
2000.  Village Super Market of PA, Inc., which is organized
under the laws of Pennsylvania and Village Super Market of NJ,
L.P., which is organized under the laws of New Jersey.  In
addition, the Company had a wholly-owned subsidiary, Village Liquor,
Inc. until fiscal 1998 when it was merged into Village Super Market,
Inc.  This corporation was organized under the laws of the State of
New Jersey.

The financial statements of all subsidiaries are included in the
Company's consolidated financial statements.



Exhibit 99


                        VILLAGE SUPER MARKET, INC.
          REPORTS RESULTS FOR THE FOURTH QUARTER & YEAR ENDED
                             JULY 29, 2000

Contact: Kevin Begley, C.F.O.
         (973) 467-2200, Ext. 220

Springfield, New Jersey - October 3, 2000 - Village Super Market,
Inc. reported sales and net income for the fourth quarter and
year ended July 29, 2000, Perry Sumas, President announced today.

Net income for the fiscal year was $8,426,000 ($2.76 per diluted
share), an increase of 78% from the prior year.  Excluding a special
charge in the prior year, net income increased 35%.  Sales for the
year were $803,360,000, an increase of 4.6%.  Same store sales
increased 2.9% in the fiscal year.  In addition, sales increased due
to a full year's operation of the Vineland store acquired in May 1999.
Partially offsetting this sales increase was one less sales week in
fiscal 2000.  The substantial increase in net income for the year
was primarily attributable to the same store sales increase and
improved gross margin percentages.

Net income was $2,788,000 ($.91 per diluted share) in the fourth
quarter of fiscal 2000, an increase of 95% from the prior year.
Excluding a pre-tax charge of $2,600,000 ($.52 per share) in the
prior year, net income declined 7%.  Sales in the fourth quarter were
$203,611,000, a decrease of 5.5% from the prior year.  Sales decreased
due to fiscal 2000's fourth quarter containing 13 weeks compared with
14 weeks in fiscal 1999.  Same store sales increased .6% in the
fourth quarter of fiscal 2000.

The slight decrease in net income in the fourth quarter compared to
the prior year, excluding the special charge, was due to the current
year containing one less sales week.  This negative impact was
partially offset by improved gross margin percentages and lower
promotional costs compared to the prior year.

Village Super Market operates a chain of 23 supermarkets under the
ShopRite name in New Jersey and eastern Pennsylvania.  The following
table summarizes the results for the quarter and year ended
July 29, 2000:
<TABLE>
<CAPTION>
                                  July 29, 2000    July 31, 1999
                                          Quarter Ended
<S>                               <C>              <C>
Sales                             $203,611,000     $215,352,000
Net Income                        $  2,788,000     $  1,432,000
Net Income Per Share - Basic      $        .93     $        .48
Net Income Per Share - Diluted    $        .91     $        .47


                                            Year Ended
Sales                             $803,360,000     $768,139,000
Net Income                        $  8,426,000     $  4,722,000
Net Income Per Share - Basic      $       2.81     $       1.59
Net Income Per Share - Diluted    $       2.76     $       1.55
</TABLE>

FORWARD-LOOKING STATEMENTS:

This Press Release contains "forward-looking statements" within
the meaning of federal securities law.  The Company cautions the
reader that there is no assurance that actual results or business
conditions will not differ materially from future results, whether
expressed, suggested or implied by such forward-looking statements.
Such potential risks and uncertainties include, without limitation,
local economic conditions, competitive pressures from the Company's
operating environment, the ability of the Company to maintain and
improve its sales and margins, the ability to attract and retain
qualified associates, the availability of new store locations, the
liquidity of the Company on a cash flow basis, the success of
operating initiatives, and other risk factors detailed in the
Company's filings with the SEC.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

The Company

Village Super Market, Inc. operates a chain of 23 ShopRite
supermarkets, 16 of which are located in northern New Jersey,
1 in northeastern Pennsylvania and 6 in the southern
shore area of New Jersey.

Village is a member of Wakefern Food Corporation, the
largest retailer-owned food cooperative in the United States.

Village's business was founded in 1937 by Nicholas
and Perry Sumas and has continued to be principally owned
and operated under the active management of the Sumas family.

Contents

Letter to Shareholders                                    2

Selected Financial Data                                   3

Unaudited Quarterly Financial Data                        3

Management's Discussion and Analysis of
     Financial Condition and Results of Operations        4

Consolidated Balance Sheets                               7

Consolidated Statements of Operations                     8

Consolidated Statements of Shareholders' Equity           9

Consolidated Statements of Cash Flows                    10

Notes to Consolidated Financial Statements               11

Independent Auditors' Report                             20

Stock Price and Dividend Information                     20

Corporate Directory                       Inside back cover


Dear Fellow Shareholders

     Our goal when this year began was to build on the
achievements of the previous few years. We are pleased
to report Village Super Market once again achieved record
sales and net income in fiscal 2000. Sales increased 4.6%
to $803 million. Net income was $8.4 million, a 35% increase,
excluding a special charge in fiscal 1999. Net income per
diluted share was $2.76. The substantial increase in net income
was due to a 2.9% increase in same store sales and improved
gross margin percentages.
     Capital expenditures were $13.3 million in fiscal 2000.
We remodeled the recently acquired Vineland store, purchased
land for a store in Garwood and purchased equipment for a
replacement store in West Orange. The 67,000 square feet West
Orange superstore opened on August 10, 2000. Our West Orange
customers now enjoy our Power Alley format, which features a wide
assortment of perishable products, including our Bistro Street
prepared food kiosks.
     In September 1999, Village issued $30 million of unsecured
notes at 8.12% and also obtained a $15 million revolving credit
facility. The strength of Village's balance sheet and the cash
raised from these financings provide us with adequate resources
for the planned investments of the next few years. We recently
started construction of a superstore in Garwood, New Jersey. We
plan to build a superstore in Hammonton, New Jersey in 2001.
     Village's and Wakefern's continued investment in advanced
retail technologies has enabled us to design and offer various
target marketing programs. Two recent examples of using the
ShopRite Price Plus card to reach specific customers and engender
loyalty are our Baby Bucks and ShopRite Kid's Club programs.
     Baby Bucks is a customer loyalty program that rewards
customers who purchase certain baby products. Accumulate 50
Baby Bucks and a $5 discount is automatically deducted from your
order. This program has substantially increased sales of baby
products to an important demographic group.
     Recently we introduced the ShopRite Kids Club for children
ages 6 to 12. This vendor supported program creates a sweepstakes
entry each time certain products are purchased. Monthly prizes
include computers, big screen televisions and family vacations.
     Our markets have always been highly competitive and we expect
that to continue. We intend to continue satisfying our customer's
needs by offering high quality products at consistently low prices,
providing outstanding service, creating unique marketing initiatives,
and expanding and remodeling our stores. We feel this is the best
way to continue our success and to serve our shareholders, customers
and associates well in the years ahead.

James Sumas,                       Perry Sumas,
Chairman of the Board              President

<TABLE>
<CAPTION>
                 Selected Financial Data
(Dollars in thousands except per share and sq. ft. data)

                       July 29,    July 31,    July 25,    July 26,    July 27,
                        2000        1999        1998        1997        1996
<S>                   <C>         <C>         <C>         <C>         <C>
For year
 Sales                $803,360    $768,139    $703,684    $688,861    $688,632
 Net income (1)          8,426       4,722       4,007       2,074       2,006
 Net income per
  share - basic (1)       2.81        1.59        1.36         .71         .69
 Net income per
  share - diluted (1)     2.76        1.55        1.34         .71         .69
 Cash dividends
   per share
 Class A                   --          --          --          --          --
 Class B                   --          --          --          --          --

At year end
 Total assets          173,924     149,555     138,508     132,764     131,062
 Long-term
  obligations
  including
  capital leases        42,507      27,204      25,700      24,027      26,815
 Working capital
  (deficit)             11,256      (7,197)     (9,682)    (12,607)    (10,885)
 Shareholders'
  equity                75,152      66,477      61,568      57,081      55,007
 Book value per share    24.94       22.24       20.73       19.62       18.90

Other data
 Same store
  sales increase          2.9%        6.0%        2.4%        1.0%        1.7%
 Total square feet   1,182,000   1,182,000   1,093,000   1,093,000   1,084,000
 Average total sq.
  ft. per store         51,000      51,000     50,000       50,000      47,000
 Selling square feet   934,000     934,000    866,000      866,000     860,000
 Sales per average
  square foot of
  selling space              859       866        811          803         809
 Number of stores             23        23         22           22          23
 Sales per average
  number of stores        34,878     34,506    31,929       31,178      29,941
   Capital expenditures   13,312      7,084     9,956        8,593       9,754
</TABLE>

<TABLE>
<CAPTION>
             Unaudited Quarterly Financial Data
      (Dollars in thousands except per share amounts)

                      First     Second     Third    Fourth     Fiscal
                     Quarter    Quarter   Quarter   Quarter     Year
<S>                 <C>        <C>       <C>       <C>        <C>
2000
 Sales              $195,413   $210,681  $193,655  $203,611   $803,360
 Gross margin         51,211     55,019    49,943    53,316    209,489
 Net income            2,030      2,529     1,079     2,788      8,426
 Net income per
  share - diluted      $.67        $.83      $.35      $.91      $2.76

1999
 Sales             $178,058    $192,633  $182,096  $215,352   $768,139
 Gross margin        45,117      49,048    46,814    55,475    196,454
 Net income           1,180       1,225       885     1,432      4,722
 Net income per
  share - diluted      $.39        $.40      $.29      $.47      $1.55
</TABLE>


(1) Net income in fiscal 1999 is presented after giving effect to
a special charge of $2,600,000 related to litigation. See Note 11 to
the consolidated financial statements.


      Management's Discussion and Analysis of Financial
           Condition and Results of Operations

RESULTS OF OPERATIONS
The following table sets forth the major components of the
Consolidated Statements of Operations of the Company as a
percentage of sales:

<TABLE>
<CAPTION>
                                     July 29,     July 31,    July 25,
                                       2000         1999        1998
<S>                                   <C>          <C>         <C>
Sale                                  100.00%      100.00%     100.00%
Cost of sales                          73.92        74.42       75.04

Gross margin                           26.08        25.58       24.96
Operating and administrative
 expense                               22.98        22.79       22.45
Depreciation and amortization
 expense                                1.02         1.00        1.07
Special charge                           --           .34          --
Operating income                        2.07         1.45        1.44
Interest expense (net)                   .41          .41         .44
Gain on disposal of assets               .06           --          --
Income before income taxes              1.72%        1.04%       1.00%
</TABLE>


     Sales were $803,360,000 in fiscal 2000, an increase of
$35,221,000, or 4.6% from the prior year. Fiscal 2000 sales were
$28,376,000 higher due to the acquisition of the Vineland store
during the fourth quarter of fiscal 1999. Same store sales
increased 2.9% in fiscal 2000. Offsetting these increases was a
reduction in sales of approximately $14,000,000 as fiscal 2000
contained 52 weeks compared to 53 weeks in fiscal 1999. Sales
were $768,139,000 in fiscal 1999, an increase of $64,454,000, or
9.2% from the prior year. Same store sales increased 6.0% in
fiscal 1999. The primary reason for the substantial increase in
same store sales was the introduction of double coupons in northern
New Jersey on September 6, 1998. Sales increased by approximately
$14,000,000 as fiscal 1999 contained 53 weeks. Also, the acquisition
of a store in Vineland, New Jersey during the fourth quarter
contributed $8,100,000 to fiscal 1999 sales.
     Gross margin as a percentage of sales increased in fiscal
2000 in most selling departments. In addition, gross margin improved
due to rebates received for the acquired Vineland store. Gross margin
as a percentage of sales increased in fiscal 1999 in most selling
departments. This is in part due to a reduction in sale item
penetration as a result of offering double coupons.
     Operating and administrative expenses increased as a percentage
of sales in fiscal 2000. This increase is a result of increased credit
card processing costs, professional fees and a charge to account for
the anticipated disposal of a store. Operating and administrative
expenses increased as a percentage of sales in fiscal 1999. This
increase was a result of the increased costs associated with the
doubling of manufacturer's coupons. These increases were partially
offset by lower payroll and fringe benefit costs as a percentage of
sales.
     Depreciation and amortization expense increased in fiscal 2000
primarily due to accelerated depreciation of the West Orange store
assets as the store was replaced in August 2000.
     Interest expense (net) increased in fiscal 2000 due to higher
debt levels outstanding partially offset by increased interest income
earned on higher cash balances. Interest expense was similar in fiscal
1999 compared to fiscal 1998 as slightly higher debt levels were offset
by slightly lower interest rates.
     Fiscal 2000 includes a gain on the sale of real estate of a
previously closed store in Easton, PA in the amount of $492,000.
Fiscal 1999 results include a special charge in the amount of
$2,600,000 related to litigation in connection with a contract to
purchase property for a new superstore. This is more fully
described in footnote 11 to the consolidated financial statements.
     The Company reduced its effective income tax rate to 39.0%
in fiscal 2000 as compared to 41.2% in fiscal 1999 through tax
planning initiatives.

LIQUIDITY AND CAPITAL RESOURCES
     Current assets exceeded current liabilities by $11,256,000 at
July 29, 2000 compared to current liabilities exceeding current
assets by $7,197,000 and $9,682,000 at the end of fiscal 1999 and
1998, respectively. Working capital ratios at the same dates were
1.21, .87 and .80 to one, respectively. The Company's working
capital needs are reduced by its high rate of inventory turnover
(twenty times in fiscal 2000) and because the warehousing and
distribution arrangements accorded to the Company as a member
of Wakefern permit it to minimize inventory levels and sell most
merchandise before payment is required.
     On September 16, 1999, the Company completed the sale of
$30,000,000 of 8.12% unsecured Senior Notes. At the same time,
the Company entered into a $15,000,000 unsecured revolving
credit agreement. These two debt agreements replaced the
$6,667,000 term loan and a $24,000,000 revolving credit facility,
both of which were secured by substantially all of the Company's
assets.
     During fiscal 2000, operating cash flow of $13,634,000 and
net borrowings of $14,859,000 were used to fund capital expenditures
of $13,312,000 and to increase cash balances by $15,950,000. The
principal capital expenditure projects were the purchase of land in
Garwood, NJ for a new superstore, the remodel of the Vineland store
and a portion of the cost of the replacement store in West Orange.
     During fiscal 1999, operating cash flow of $15,197,000 and
additional borrowings of $5,931,000 were used to fund capital
expenditures and an acquisition in the aggregate amount of
$11,884,000, make debt principal payments of $5,108,000 and
increase cash balances by $4,093,000. The Company acquired all the
assets of an existing ShopRite in Vineland, NJ in May 1999 for
$3,500,000 plus the cost of inventory. The acquisition of this
67,000 square foot leased store was financed in part by a
$3,500,000 loan secured by the equipment and fixtures of the store.
Capital expenditures in fiscal 1999 were $7,084,000. A substantial
amount of capital expenditures related to the expansion and remodel
of the Livingston store.
     The Company has budgeted approximately $16 million for capital
expenditures in fiscal 2001. Planned expenditures include leasehold
improvements and equipment for the replacement store in West Orange,
NJ (opened in August 2000), the construction and equipment for a new
superstore in Garwood, NJ and the start of a major remodel. The
Company's primary sources of liquidity in fiscal 2001 are expected to
be cash on hand at July 29, 2000 and operating cash flow.

YEAR 2000
     In prior years, the Company discussed its plans to become year
2000 ready. The Company experienced no material year 2000 system
problems and anticipates no future problems.

Recent Accounting Pronouncements
     At a recent FASB Emerging Issues Task Force ("EITF") meeting,
a consensus was reached with respect to the issue "Accounting for
Certain Sales Incentives" including point of sale coupons, rebates
and free merchandise. The consensus included a conclusion that the
value of such sales incentives that results in a reduction of the
price paid by the customer should be netted against revenue and not
classified as a marketing expense. The Company currently records
coupons in operating and administrative expense, and upon
implementation in fiscal 2001 will reclassify current and prior
period coupon expense as a reduction of sales. Coupon expense was
$18,365,000, $17,459,000 and $10,017,000 in fiscal 2000, 1999 and
1998, respectively. The implementation of this EITF consensus will
affect classification in the consolidated statements of operations,
but will not have any effect on the Company's net income.

Impact of Inflation and changing prices
     Although the Company cannot accurately determine the precise
effect of inflation on its operations, it does not believe inflation
has had a material effect on sales or results of operations.

Forward-Looking Statements
     This annual report to shareholders contains "forward-looking
statements" within the meaning of federal securities law. The Company
cautions the reader that there is no assurance that actual results
or business conditions will not differ materially from future results,
whether expressed, suggested or implied by such forward-looking
statements. Such potential risks and uncertainties include, without
limitation, local economic conditions, competitive pressures from the
Company's operating environment, the ability of the Company to
maintain and improve its sales and margins, the ability to attract
and retain qualified associates, the availability of new store
locations, the liquidity of the Company on a cash flow basis, and
other risk factors detailed herein and in other filings of the Company.

<TABLE>
<CAPTION>
                  Consolidated Balance Sheets

                                        July 29,              July 31,
                                         2000                  1999
<S>                                  <C>                  <C>
     ASSETS
CURRENT ASSETS
 Cash and cash equivalents           $ 25,721,033         $  9,771,422
 Merchandise inventories               31,032,737           29,923,306
 Patronage dividend receivable          2,200,646            1,728,076
 Miscellaneous receivables              5,255,095            3,728,862
 Deferred income taxes                         --              522,243
 Prepaid expenses                         650,514              596,117

  Total current assets                 64,860,025           46,270,026

PROPERTY, EQUIPMENT AND FIXTURES,
 at cost less accumulated
 depreciation and amortization         80,628,090           75,306,887

OTHER ASSETS
 Investment in related party,
  at cost                              11,050,816           10,698,402
 Goodwill, net                         10,946,301           11,286,581
 Other intangibles, net                 1,522,501            1,776,251
 Receivables and other assets           4,916,228            4,217,071

  Total other assets                   28,435,846           27,978,305

                                     $173,923,961         $149,555,218

               LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
 Current portion of long-term debt:
 Notes payable                       $  1,272,686         $  1,670,901
 Capitalized lease obligations            432,412              478,744
 Accounts payable to related party     28,633,470           27,086,025
 Accounts payable and accrued
  expenses                             23,156,465           23,495,791
 Income taxes payable                     109,200              735,822

  Total current liabilities            53,604,233           53,467,283

LONG-TERM DEBT, less current
 portion:
 Notes payable                         34,746,847           19,011,286
 Capitalized lease obligations          7,760,163            8,192,575

  Total long-term debt                 42,507,010           27,203,861

DEFERRED INCOME TAXES                   2,660,429            2,407,018

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
 Preferred stock, no par value:
  Authorized 10,000,000 shares,
  none issued                                 --                    --
 Class A common stock, no par value:
  Authorized 10,000,000 shares,
  issued 1,762,800 shares              18,129,472           18,129,472
 Class B common stock, no par value:
  Authorized 10,000,000 shares,
  issued and outstanding
  1,594,076 shares                      1,034,679            1,034,679
 Retained earnings                     60,739,316           52,408,700
 Less treasury stock, Class A,
  at cost (343,400 shares at
  July 29, 2000 and 368,300
  shares at July 31, 1999)             (4,751,178)          (5,095,795)

   Total shareholders' equity          75,152,289           66,477,056

                                     $173,923,961         $149,555,218
</TABLE>
See notes to consolidated financial statements.

<TABLE>
<CAPTION>
                Consolidated Statements of Operations

                                          Years Ended
                            July 29,      July 31,       July 25,
                             2000           1999          1998
<S>                      <C>            <C>             <C>
SALES                    $803,359,626   $768,138,686    $703,684,315
COST OF SALES             593,870,652    571,684,669     528,076,028

GROSS MARGIN              209,488,974    196,454,017     175,608,287

Operating and
 administrative
 expense                  184,619,826    175,059,944    157,953,508
 Depreciation and
 amortization expense       8,204,456      7,648,644      7,516,182
SPECIAL CHARGE                --           2,600,000             --

Operating Income           16,664,692     11,145,429     10,138,597

Interest expense, net
 of interest income of
 $797,688, $55,812
 and $20,817                3,333,114     3,116,442       3,122,199
Gain on Disposal
 of ASSETS                    492,155           --               --

INCOME BEFORE INCOME
 TAXES                     13,823,733     8,028,987       7,016,398
PROVISION FOR INCOME
 TAXES                      5,397,487     3,307,010       3,009,032


NET INCOME             $    8,426,246  $   4,721,977  $    4,007,366

NET INCOME PER
 SHARE:
     Basic                      $2.81         $1.59           $1.36
     Diluted                    $2.76         $1.55           $1.34

</TABLE>
See notes to consolidated financial statements.

<TABLE>
<CAPTION>

               Consolidated Statements of Shareholders' Equity

                        Years Ended July 29, 2000,
                      July 31, 1999 and July 25, 1998


                    Class A                  Class B
                 Common Stock             Common Stock

                                                         Retained      Treasury
                 Shares     Amt       Shares       Amt    Earnings       Stock
<S>       <C>        <C>          <C>        <C>        <C>        <C>
Balance,
 July 26,
 1997     1,762,800  $18,129,472  1,594,076  $1,034,679 $44,101,565$(6,185,003)

Net
 Income      --            --          --           --    4,007,366         --

Exercise
 of 60,000
stock
options      --            --          --           --    (350,400)      830,400

Balance,
 July 25,
 1998      1,762,800 $18,129,472  1,594,076  $1,034,679 $47,758,531$(5,354,603)

Net Income       --           --        --          --    4,721,977         --

Exercise
 of 18,700
 stock options    --          --        --          --      (71,808)   258,808

Balance,
 July 31,
 1999      1,762,800 $18,129,472  1,594,076  $1,034,679 $52,408,700 $(5,095,795)

Net
 Income         --           --         --          --    8,426,246          --

Exercise
 of
 24,900
 stock
 options       --           --          --          --      (95,630)    344,617


Balance,
 July 29,
 2000     1,762,800 $18,129,472  1,594,076  $1,034,679 $60,739,316 $(4,751,178)
</TABLE>

See notes to consolidated financial statements.

<TABLE>
<CAPTION>

                 Consolidated Statements of Cash Flows

                                                Years Ended
                                  July 29, 2000   July 31, 1999  July 25, 1998
<S>                                <C>              <C>           <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES
 Net income                        $8,426,246       $4,721,977    $4,007,366
  Adjustments to reconcile
  net income to net cash
  provided by operating
  activities:
   Depreciation and
    amortization                    8,204,456        7,648,644     7,516,182
   Deferred taxes                     359,654         (975,857)     (388,201)
   Provision to value
    inventories at LIFO               193,758          593,182       136,410
   Gain on disposal of assets        (492,155)             --             --
   Changes in assets and
    liabilities:
    (Increase) in merchandise
     inventories                   (1,303,189)      (2,667,901)   (1,849,047)
   (Increase) decrease in
     patronage
    dividend receivable              (472,570)         240,595        80,025
   (Increase) in miscellaneous
     receivables                   (1,526,233)        (312,403)     (147,786)
   (Increase) decrease in
     prepaid expenses                 (54,397)          36,229         6,479
   (Increase) in receivables
     and other assets                (699,157)         (1,500)        (69,117)
    Increase (decrease) in
     accounts payable to
     related party                  1,547,445        (284,317)        229,635
    Increase (decrease)
     in accounts payable
     and accrued expenses           (339,326)        5,913,183        565,134
    Increase (decrease)
     in income taxes payable        (210,622)          285,428      (327,264)

   Net cash provided by
    operating activities           13,633,910       15,197,260      9,759,816

CASH FLOWS FROM INVESTING
  ACTIVITIES
 Capital expenditures             (13,312,329)     (7,084,284)     (9,956,270)
 Acquisition of Vineland store             --      (4,800,000)             --
 Investment in related party         (352,414)       (230,785)       (117,000)
 Proceeds from disposal of assets     872,855              --               --

 Net cash used in investing
  activities                      (12,791,888)    (12,115,069)    (10,073,270)

CASH FLOWS FROM FINANCING
  ACTIVITIES
 Proceeds from issuance of
  long-term debt                   30,000,000        5,931,000       5,500,000
 Proceeds from exercise
  of stock options                    248,987          187,000         480,000
 Principal payments of
  long-term debt                  (15,141,398)      (5,107,620)     (4,257,514)

 Net cash provided by
  financing activities             15,107,589        1,010,380       1,722,486

NET INCREASE IN CASH AND
  CASH EQUIVALENTS                 15,949,611        4,092,571       1,409,032

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                 9,771,422        5,678,851       4,269,819

CASH AND CASH EQUIVALENTS,
  END OF YEAR                     $25,721,033       $9,771,422       $5,678,851

Supplemental disclosures
 of cash payments made for:
  Interest                        $3,315,784        $3,163,477       $3,172,692
  Income taxes                    $5,248,456        $4,080,631       $3,754,586
</TABLE>

See notes to consolidated financial statements.


                 Notes to Consolidated Financial Statements

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of operations
     Village Super Market, Inc. (the "Company") operates a chain
of 23 ShopRite supermarkets in New Jersey and eastern Pennsylvania.
The Company is a member of Wakefern Food Corporation ("Wakefern"),
the largest retailer- owned food cooperative in the United States.
     On May 9, 1999, the Company acquired all the assets of an
existing supermarket in Vineland, New Jersey from Wakefern for
$3,500,000 plus the cost of inventory. The transaction was financed
in part by a $3,500,000 loan. The acquisition has been accounted for
using the purchase method and, accordingly, the assets acquired,
liabilities assumed, and results of operations are included in the
consolidated financial statements from the date of acquisition.
The purchase price was allocated to the underlying assets and
liabilities based on their fair values, with the excess recorded
as goodwill.

Principles of consolidation
     The consolidated financial statements include the accounts of
Village Super Market, Inc. and its subsidiaries, which are wholly
owned. Intercompany balances and transactions have been eliminated.

Fiscal year
     The Company and its subsidiaries utilize a 52-53 week fiscal
year ending on the last Saturday in the month of July. Fiscal 1999
contains 53 weeks. Fiscal 2000 and 1998 contain 52 weeks.

Industry segment
     The Company consists of one operating segment, the retail
sale of food and non-food products.

Revenue recognition
     Merchandise sales are recognized at the point of sale.

Cash and cash equivalents
     The Company considers all highly liquid investments
purchased with a maturity of three months or less to be cash
equivalents. Included in cash at July 29, 2000 is $15,291,000 of
demand deposits invested at Wakefern.

Merchandise inventories
     Merchandise inventories are carried at cost, which is not
in excess of market. Cost is determined as follows:
     Grocery and non-foods -- last-in, first-out (LIFO) (retail less
                              departmental gross profit mark-up).
     Meat and all other perishables -- first-in, first-out (FIFO).
     Dairy and frozen foods -- FIFO (retail less departmental gross
                               profit mark-up).

Property, equipment and fixtures
     Property, equipment and fixtures are recorded at cost. Interest
cost incurred to finance construction is capitalized as part of such
cost. Renewals and betterments are capitalized. Maintenance and repairs
are expensed as incurred.
     Depreciation is provided on a straight-line basis over estimated
useful lives of thirty years for buildings, ten years for store fixtures
and equipment, and three years for vehicles. Leasehold improvements
are amortized over the shorter of the related lease terms or the economic
lives of the related assets.
     When assets are sold or retired, their cost and accumulated
depreciation are removed from the accounts, and any gain or loss is
reflected in the consolidated financial statements.

Store opening and closing costs
     All store opening costs are expensed as incurred. Provisions are
made for losses resulting from store closings at the time a decision
to close a store is made. This includes items such as future lease
payments, net of expected sublease recovery, and charges to reduce
assets to net realizable value.

Leases
     Leases which meet certain criteria are classified as capital leases,
and assets and liabilities are recorded at amounts equal to the lesser
of the present value of the minimum lease payments or the fair value
of the leased properties at the inception of the respective leases. Such
assets are amortized on a straight-line basis over the shorter of the
related lease terms or the economic lives of the related assets. Amounts
representing interest expense relating to the lease obligations are
recorded to affect constant rates of interest over the terms of the leases.
Leases which do not qualify as capital leases are classified as operating
leases, and related rentals are charged to expense as incurred.

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Goodwill
     Goodwill resulting from the acquisition of the Vineland store in
fiscal 1999 is being amortized over twenty years. Goodwill arising after
October 31, 1970 and before fiscal 1999 is being amortized over forty
years. The Company does not amortize goodwill amounting to approximately
$2,900,000 acquired prior to October 31, 1970 since, in management's
opinion, the value of such intangibles has not diminished. Accumulated
amortization of goodwill amounted to $3,965,680 and $3,625,400 at
July 29, 2000 and July 31, 1999, respectively. The Company regularly
assesses the recoverability of unamortized amounts of goodwill utilizing
relevant cash flow and profitability information. The assessment of the
recoverability of unamortized amounts will be impacted if estimated future
operating cash flows are not achieved.

Other intangibles
     Other intangibles include the fair value of a favorable lease and
trademarks acquired in a business acquisition. Other intangibles are
being amortized over 20 years. Accumulated amortization of other
intangibles amounted to $3,552,499 and $3,298,749 at July 29, 2000
and July 31, 1999, respectively.

Income taxes
     Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that
includes the enactment date.

Use of estimates
     In conformity with generally accepted accounting principles,
management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of expenses during the
reporting period. Actual results could differ from those estimates.

Fair value of financial instruments
     Cash and cash equivalents, miscellaneous receivables, accounts
payable and accrued expenses are reflected in the consolidated
financial statements at carrying value which approximates fair value
because of the short-term maturity of these instruments. The carrying
value of the Company's short- and long-term notes payable approximates
the fair value based on the current rates available to the Company for
similar instruments. As the Company's investments in Wakefern can only
be sold to Wakefern at amounts that approximate the Company's cost,
it is not practicable to estimate the fair value of such stock.

Impairment of long-lived assets
     The Company reviews long-lived assets for impairment when
circumstances indicate the carrying amount of an asset may not be
recoverable. An impairment is recognized to the extent the sum of
undiscounted estimated future cash flow expected to result from the
use of the asset is less than the carrying value.

Net income per share
     During 1998, the Company adopted SFAS No. 128, "Earnings Per
Share." This statement requires the presentation of both basic and
diluted net income per share. The number of common shares outstanding
for calculation of net income per share is as follows:

<TABLE>
<CAPTION>
                                    2000         1999         1998
<S>                              <C>          <C>          <C>
Weighted average shares
 outstanding - basic             3,001,493    2,975,233    2,949,860
Dilutive effect of employee
 stock options                      49,905       63,789       35,657
Weighted average
 shares outstanding - diluted    3,051,398    3,039,022    2,985,517
</TABLE>

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements
     At a recent FASB Emerging Issues Task Force ("EITF")
meeting, a consensus was reached with respect to the issue
"Accounting for Certain Sales Incentives" including point of
sale coupons, rebates and free merchandise. The consensus
included a conclusion that the value of such sales incentives
that results in a reduction of the price paid by the customer
should be netted against revenue and not classified as a marketing
expense. The Company currently records coupons in operating
and administrative expense, and upon implementation in fiscal
2001 will reclassify current and prior period coupon expense as
a reduction of sales. Coupon expense was $18,365,000, $17,459,000
and $10,017,000 in fiscal 2000, 1999 and 1998, respectively.
The implementation of this EITF consensus will affect
classification in the consolidated statements of operations,
but will not have any effect on the Company's net income.


NOTE 2 -- INVENTORIES

Merchandise inventories are comprised as follows:

<TABLE>
<CAPTION>
                                          July 29,         July 31,
                                            2000             1999
  <S>                                   <C>              <C>
  Last-in, first-out (LIFO)             $20,466,364      $19,920,327
  First-in, first-out (FIFO)             10,566,373       10,002,979

                                        $31,032,737      $29,923,306
</TABLE>

     If the FIFO method of inventory accounting had been used rather
than LIFO, inventories would have been   $8,501,980 and $8,308,222
higher than reported in fiscal 2000 and 1999, respectively.

NOTE 3 -- PROPERTY, EQUIPMENT AND FIXTURES

Property, equipment and fixtures are comprised as follows:

<TABLE>
<CAPTION>
                                           July 29,        July 31,
                                            2000            1999
  <S>                                     <C>             <C>
  Land and buildings                      $53,191,318     $49,410,698
  Store fixtures and equipment             66,087,959      61,495,302
  Leasehold improvements                   28,809,897      26,544,421
  Leased property under capital leases     11,268,667      11,268,667
  Construction in progress                  1,667,345            --
  Vehicles                                  1,202,773       1,139,066

                                          162,227,959     149,858,154
  Less accumulated depreciation
   and amortization                        81,599,869      74,551,267

  Property, equipment and fixtures
   -- net                                 $80,628,090     $75,306,887
</TABLE>

NOTE 4 -- RELATED PARTY INFORMATION
     The Company's investment in its principal supplier, Wakefern,
which is operated on a cooperative basis for its stockholder members,
is less than 20% of the outstanding shares of Wakefern. The investment
is pledged as collateral for any obligations to Wakefern. In addition,
this obligation is personally guaranteed by the principal shareholders
of the Company. The Company is obligated to purchase 85% of its
primary merchandise requirements from Wakefern until ten years from the
date that stockholders representing 75% of Wakefern sales notify
Wakefern that those stockholders request that the Wakefern Stockholder
Agreement be terminated. The Company also has an investment of less than
 20% in Insure-Rite, Ltd., a Wakefern affiliated company, that provides the
Company with liability and property insurance coverage.
     The Company purchases substantially all of it's merchandise from
Wakefern. Wakefern distributes as a "patronage dividend" to each member
a share of earnings of Wakefern in proportion to the dollar volume of
business done by the member with Wakefern during the year. Patronage
dividends, which are recorded as a reduction of cost of sales,
amounted to $8,658,000, $7,419,000 and $7,489,000 in fiscal 2000, 1999
and 1998, respectively.
     Wakefern has increased from time to time the required investment
in its common stock for each supermarket owned by a member, with the exact
amount per store computed in accordance with a formula based on the
volume of each store's purchases from Wakefern up to a maximum of $550,000.
As a result, the Company is required to invest $2,235,000 in
installments over approximately the next seven years. The Company will
receive additional shares of common stock to the extent paid for at the
end of each fiscal year (September 30) of Wakefern calculated at the then
book value of such shares. The payments, together with any stock issued
thereunder, at the option of Wakefern, may be null and void and all
payments on this subscription shall become the property of Wakefern in
the event the Company does not complete the payment of this subscription
in a timely manner.

NOTE 5 -- NOTES PAYABLE
<TABLE>
<CAPTION>
                                             July 29,        July 31,
                                              2000            1999
<S>                                       <C>             <C>
Senior notes payable (a)                  $30,000,000     $        --
Notes payable, interest at
 4.39% to 7.90%, payable in monthly
Installments through December 2005,
 collateralized by certain equipment       6,019,533        7,282,189
Term loan, principal payable in
 monthly installments, interest
 at 8.35% (a)                                    --         6,666,666
Revolving credit notes (a)                       --         6,400,000
Mortgage note, interest at 10.19%                --           333,332

                                          36,019,533       20,682,187

Less current portion                       1,272,686        1,670,901

Noncurrent maturities                    $34,746,847      $19,011,286
</TABLE>

Aggregate principal maturities of notes payable as of July 29, 2000
are as follows:
<TABLE>
<CAPTION>
          <S>                <C>
          Year ending July:
               2001          $ 1,272,686
               2002            1,322,894
               2003            1,374,224
               2004            5,314,843
               2005            5,130,215
</TABLE>

     (a) On September 16, 1999, the Company issued $30,000,000 of 8.12%
unsecured Senior Notes. Interest on these notes is due semi-annually.
The principal is due in equal annual installments beginning September 16,
2003.
     On September 16, 1999, the Company also entered into an unsecured
revolving loan agreement in the amount of $15,000,000. This agreement
expires in three years, with two one-year extensions available if
exercised by both parties. The revolving credit line can be used for
any purpose except new store construction. Indebtedness under this
agreement bears interest at the prime rate or at the Eurodollar rate,
at the Company's option, plus applicable margins based on the Company's
fixed charge coverage ratio.
     At July 29, 2000, the Company was in compliance with all terms and
covenants of all debt agreements.  These agreements contain restrictive
covenants which, among other matters, specify total debt levels,
maintenance of net worth, fixed charge coverage ratios, limitation on
payment of dividends and limitation of capital expenditures.
     The revolving loan agreement provides a maximum commitment for
letters of credit of $3,000,000 ($1,636,000 outstanding at July 29, 2000)
to secure obligations for the Company's self-insured workers' compensation
claims and for construction performance guarantees to municipalities.
     Concurrent with the closing of the above two loan agreements, the
Company paid off the balances outstanding on the term loan and the
revolving credit notes listed above and those loan agreements were
terminated. The terminated loan agreements were secured by substantially
all the Company's assets. At July 31, 1999, the interest rate on the
revolving credit notes was 8.25%.

NOTE 6 -- INCOME TAXES
The components of the provision for income taxes are:
<TABLE>
<CAPTION>

                      2000              1999               1998
<S>                <C>               <C>               <C>
Federal:
 Current           $4,653,754        $3,267,396        $2,623,462
 Deferred             196,583          (721,444)         (282,065)
State:
 Current              384,079         1,015,471           773,771
 Deferred             163,071          (254,413)         (106,136)

                   $5,397,487        $3,307,010        $3,009,032
</TABLE>

     Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes. Significant components of the Company's
deferred tax liabilities and assets are as follows:

<TABLE>
<CAPTION>
                                       July 29,          July 31,
                                         2000              1999
<S>                                  <C>                <C>
Deferred tax liabilities:
 Tax over book depreciation          $4,455,098         $4,528,034
 Patronage dividend receivable          780,024            690,194
 Other                                  613,862            553,387

 Total deferred tax liabilities       5,848,984          5,771,615

Deferred tax assets:
 Amortization of capital leases       1,523,150          1,753,762
 Accrual for special charges            830,000          1,020,000
 Other                                  835,405          1,113,078

 Total deferred tax assets            3,188,555          3,886,840

 Net deferred tax liability          $2,660,429         $1,884,775
</TABLE>

     A valuation allowance is provided when it is more likely than
not that some portion of the deferred tax assets will not be realized.
In management's opinion, in view of the Company's previous, current
and projected taxable income, such tax assets will more likely than not
be fully realized. Accordingly, no valuation allowance was deemed to be
required at July 29, 2000 and July 31, 1999.

     The effective income tax rate differs from the statutory federal
income tax rate as follows:
<TABLE>
<CAPTION>

                                       2000         1999         1998
 <S>                                   <C>          <C>          <C>
 Statutory federal income tax rate     35.0%        34.0%        34.0%
 Amortization of intangibles             .7          1.1          1.3
 State income taxes, net of federal
  tax benefit                           2.6          6.3          6.3
 Other                                   .7          (.2)         1.3

 Effective income tax rate             39.0%        41.2%        42.9%
</TABLE>


NOTE 7 -- LONG-TERM LEASES

Description of leasing arrangements
     The Company conducts a major part of its operations from
leased facilities, with the majority of initial lease terms
ranging from 20 to 30 years. All of the Company's leases expire
through fiscal 2059.
     Most of the Company's leases contain renewal options of five
years each. These options enable the Company to retain the use of
facilities in desirable operating areas. Management expects that in
the normal course of business, most leases will be renewed or
replaced by other leases. The Company is obligated under all leases to
pay for real estate taxes, utilities and liability insurance, and
under certain leases to pay additional amounts based on maintenance,
insurance and a percentage of sales in excess of stipulated amounts.
     Future minimum lease payments by year and in the aggregate for all non-
cancelable leases with initial terms of one year or more consisted of the
following at July 29, 2000:
<TABLE>
<CAPTION>
                                              Capital          Operating
                                              Leases             Leases
                   <S>                      <C>                <C>
                   2001                     $ 1,737,544        $ 5,184,649
                   2002                       1,688,376          4,674,823
                   2003                       1,688,376          4,412,084
                   2004                       1,688,376          4,196,302
                   2005                       1,699,796          4,014,214
                   Thereafter                 9,349,980         63,813,813
Minimum lease payments                       17,852,448        $86,295,885
Less amount representing interest             9,659,873
Present value of minimum lease payments     $ 8,192,575
</TABLE>

     The following schedule shows the composition of total rental
expense under operating leases for the following periods:

<TABLE>
<CAPTION>
                             2000             1999              1998
  <S>                    <C>               <C>               <C>
  Minimum rentals        $4,554,604        $3,882,620        $3,795,635
  Contingent rentals        974,926           865,500           670,337

                         $5,529,530        $4,748,120        $4,465,972
</TABLE>

Related party leases
     The Company currently leases three supermarkets and its office
facility from realty firms partly or wholly-owned by officers of the
Company. The Company paid aggregate rentals under these leases,
including minimum rent and contingent rent, of approximately $1,243,000,
$1,242,000 and $1,191,000 for fiscal years 2000, 1999 and 1998
respectively. In addition, two supermarkets are leased from
partnerships in which the Company is a partner.
     The Company leases the Vineland store from Wakefern, the previous
owner, under a sublease agreement which provides for annual rent of
$650,000.

NOTE 8 -- COMMON STOCK

     Class A common stock has one vote per share and is entitled to cash
dividends as declared 54% greater than those paid on the Class B common
stock. Class B common stock has ten votes per share. Class B common stock
is not transferrable except to another holder of Class B common stock or by
will or under the laws of intestacy or pursuant to a resolution of the Board
of Directors of the Company approving the transfer. Shares of Class B common
stock are convertible on a share-for-share basis for Class A common stock.
     The 1987 Incentive and Non-Statutory Stock Option Plan authorized
150,000 shares of the Company's Class A common stock to be granted to
officers and employees of the Company. All options granted under this plan
were at an exercise price equal to the fair value at the date of grant.
There are no options currently outstanding under this plan.
     The 1997 Incentive and Non-Statutory Stock Option Plan provides for
the granting of options or stock appreciation rights to purchase up to
250,000 shares of the Company's Class A common stock by officers, employees
and directors of the Company as designated by the Board of Directors. The
Plan requires incentive stock options to be granted at exercise prices equal
to the fair market value of the Company's stock at the date of grant (110%
if the optionee holds more than 10% of the voting stock of the Company), while
non-statutory options may be granted at an exercise price less than market
value. All options granted to date were at market value and are exercisable
up to 10 years from the date of the grant.

  The following table summarizes option activity for the following periods:
<TABLE>
<CAPTION>
                                2000                1999              1998
                           Shares  Wtd Avg    Shares  Wtd Avg    Shares Wtd Avg
                                   Exercise           Exercise          Exercise
                                   Price              Price             Price
<S>                        <C>      <C>       <C>      <C>       <C>      <C>
Outstanding at begin
  of year                  205,300  $10.05    219,000  $10.00    130,000  $8.00
Granted                      4,000   13.00      5,000   12.85    219,000  10.00
Exercised                  (24,900)  10.00    (18,700)  10.00    (60,000)  8.00
Cancelled                       --      --         --      --    (70,000)  8.00
Outstanding at end of yr   184,400  $10.14     205,300 $10.05    219,000 $10.00
Options exercisable at
  end of year              180,400  $10.08     200,300 $10.00    103,000 $10.00
</TABLE>


     At July 29, 2000, the weighted-average remaining contractual life of
outstanding options was 7.3 years and the exercise prices ranged from
$10.00 to $13.00.
     The Company has adopted the disclosure only provisions of SFAS No.
123, "Accounting for Stock-Based Compensation." In accordance with the
provisions of SFAS No. 123, the Company applied APB Opinion 25's intrinsic
 value method of accounting for stock options. Accordingly, compensation
cost for stock options is measured as the excess, if any, of the quoted
market price of the Company's stock at the date of grant over the amount
an employee may pay to acquire the stock. As all stock options have been
granted at fair market value at the date of grant, no compensation expense
has been recorded in the Company's consolidated financial statements.
     If the Company had elected to recognize compensation costs based on the
fair value of the options granted as prescribed by SFAS No. 123, fiscal 2000,
1999 and 1998 results would be reduced to the following pro forma amounts:
net income - $8,412,000, $4,604,000 and $3,475,000; net income per share,
basic - $2.80, $1.55 and $1.18; and net income per share, diluted - $2.76,
$1.51 and $1.16. The fair value of options granted was estimated at $3.57
using the Black-Scholes Option Pricing Model with the following assumptions
used for fiscal 2000, 1999 and 1998 grants: risk-free interest rate of 6.0%;
expected life of 6 years; expected dividend rate of zero; and expected
volatility of 20.9%.

NOTE 9 -- PENSION PLANS

     The Company sponsors three defined benefit pension plans covering
administrative personnel and members of two unions. Employees covered
under the administrative pension benefit plan earn benefits based upon
percentages of annual compensation. Employees covered under the union
pension benefit plans earn benefits based on a fixed amount for each
year of service. The Company's funding policy is to pay at least the
minimum contribution required by the Employee Retirement Income
Security Act of 1974.

     Net periodic pension cost for the three plans included the
following components:

<TABLE>
<CAPTION>
                                     2000          1999          1998
<S>                                <C>           <C>         <C>
Service cost                       $523,532      $610,517    $  592,441
Interest cost on projected
 benefit obligation                 712,678       614,941       562,615
Expected return on plan assets     (881,218)     (804,656)   (1,441,535)
Net amortization and deferral       (12,052)      (14,150)      755,835

Net periodic pension cost          $342,940      $406,652      $469,356
</TABLE>

     The changes in benefit obligations and the reconciliation of the
funded status of the Company's plans to the consolidated balance sheets
were as follows:

<TABLE>
<CAPTION>
                                                 2000           1999
<S>                                          <C>            <C>
Change in Benefit Obligation:
 Benefit obligation at beginning of year      $9,614,137     $8,884,755
 Service cost                                    523,532        610,517
 Interest cost                                   712,678        614,941
 Benefits paid                                  (832,777)      (745,212)
 Actuarial loss                                  943,222        249,136
 Benefit obligation at end of year           $10,960,792     $9,614,137

Change in Plan Assets:
 Fair value of plan at beginning of year     $10,087,841     $9,074,481
 Actual return on plan assets                    416,780      1,140,863
 Employer contributions                          545,697        617,709
 Benefits paid                                  (832,777)      (745,212)
 Fair value of plan assets at end of year    $10,217,541    $10,087,841

 Fair value of plan assets greater (less)
  than benefit obligation                     $(743,251)      $473,704
 Unrecognized net (gain) loss                   760,664       (599,154)
 Prepaid (Accrued) pension cost                 $17,413      $(125,450)

Change in Prepaid (Accrued) Pension Cost:
 Accrued pension cost at beginning of year    $(125,450)     $(191,474)
 Net periodic pension cost                     (342,940)      (406,652)
 Additional liability                           (59,894)      (145,033)
 Contributions                                  545,697         617,709
 Prepaid (Accrued) pension cost at
  end of year                                   $17,413      $(125,450)

</TABLE>

     Plan assets are invested principally in government securities,
common stocks and mutual funds.

     Assumptions used in determining the net fiscal 2000, 1999 and 1998
periodic pension cost were as follows:
<TABLE>
<CAPTION>

<S>                                                 <C>
Assumed discount rate                                     7.25%
Assumed rate of increase in compensation levels              4%
Expected rate of return on plan assets              8.0 to 8.5%
</TABLE>

     The Company also participates in several multiemployer pension plans
for which the fiscal 2000, 1999 and 1998 contributions were $1,737,000,
$1,586,000 and $1,722,000, respectively.

NOTE 10 -- COMMITMENTS AND CONTINGENCIES

     The Company is involved in litigation incidental to the normal course
of business. Company management is of the opinion that the ultimate
resolution of these legal proceedings should not have a material adverse
effect on the consolidated financial position, results of operations or
liquidity of the Company.

NOTE 11 -- SPECIAL CHARGE

The Company recorded a charge to earnings of $2,600,000 in the fourth quarter
of fiscal 1999 to reflect the impact of a court decision regarding the
contract price of a property in Garwood and Westfield, New Jersey. This
charge was taken as the Company did not believe the additions to the purchase
price of the property as a result of the litigation were recoverable from the
development of the superstore on this property.

In March 2000, the Company acquired only the property in Garwood for
$4,585,000 as a final settlement with the property owner. Construction of a
new superstore commenced in October 2000.

Independent Auditors' Report

The Board of Directors and Shareholders
Village Super Market, Inc.:

We have audited the accompanying consolidated balance sheets of Village Super
Market, Inc. and subsidiaries as of July 29, 2000 and July 31, 1999, and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the years in the three-year period ended July 29, 2000.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Village
Super Market, Inc. and subsidiaries as of July 29, 2000 and July 31, 1999,
and the results of their operations and their cash flows for each of the
years in the three-year period ended July 29, 2000 in conformity with
accounting principles generally accepted in the United States of America.


Short Hills, New Jersey
October 3, 2000



Stock Price and Dividend Information


The Class A common stock of Village Super Market, Inc. is traded on the
NASDAQ National Market tier of the NASDAQ Stock Market under the symbol
"VLGEA". The table below sets forth the high and low last reported sales
price for the fiscal year indicated.

<TABLE>
<CAPTION>
                        Class A Stock

                       High             Low
<S>                    <C>             <C>
2000
  4th Quarter          14              12-1/2
  3rd Quarter          14-3/4          12-3/4
  2nd Quarter          14-1/4          12-7/8
  1st Quarter          15-3/4          12-1/8

1999
  4th Quarter          13              12-1/2
  3rd Quarter          14-1/2          12-1/2
  2nd Quarter          17-1/2          13
  1st Quarter          24-3/4          12-1/2
</TABLE>


     As of September 29, 2000, there were 477 holders of record of the
Company's Class A common stock.

     No dividends were paid during fiscal 2000 and 1999.


CORPORATE DIRECTORY

OFFICERS AND DIRECTORS

PERRY SUMAS
     Chief Executive Officer and President; Director
JAMES SUMAS
     Chairman of the Board; Chief Operating Officer
     and Treasurer; Director
ROBERT SUMAS
     Executive Vice President and Secretary; Director
WILLIAM SUMAS
     Executive Vice President; Director
JOHN SUMAS
     Executive Vice President; Director
CAROL LAWTON
     Vice President and Assistant Secretary
KEVIN BEGLEY
     Chief Financial Officer
GEORGE J. ANDRESAKES
     Director
JOHN J. McDERMOTT
     Director
NORMAN CRYSTAL
     Director

EXECUTIVE OFFICES
     733 Mountain Avenue
     Springfield, New Jersey 07081

REGISTRAR AND TRANSFER AGENT
     First City Transfer Company
     P.O. Box 170
     Iselin, New Jersey 08330

AUDITORS
     KPMG LLP
     150 John F. Kennedy Parkway
     Short Hills, New Jersey 07078

FORM 10-K

Copies of the Company's Form 10-K as filed with the Securities
and Exchange Commission are available without charge upon written
request to:

Mr. Robert Sumas, Secretary
Village Super Market, Inc.
733 Mountain Avenue
Springfield, New Jersey 07081

</TEXT>
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<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

<TABLE> <S> <C>

<ARTICLE>                                        5
<MULTIPLIER>                                     1,000

<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          JUL-29-2000
<PERIOD-END>                               JUL-29-2000
<CASH>                                           25721
<SECURITIES>                                         0
<RECEIVABLES>                                     5255
<ALLOWANCES>                                         0
<INVENTORY>                                       3103
<CURRENT-ASSETS>                                 64860
<PP&E>                                          162228
<DEPRECIATION>                                   81600
<TOTAL-ASSETS>                                  173924
<CURRENT-LIABILITIES>                            53604
<BONDS>                                          42507
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         19164
<OTHER-SE>                                       55988
<TOTAL-LIABILITY-AND-EQUITY>                    173924
<SALES>                                         803360
<TOTAL-REVENUES>                                803360
<CGS>                                           593871
<TOTAL-COSTS>                                   593871
<OTHER-EXPENSES>                                192333
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                3333
<INCOME-PRETAX>                                  13823
<INCOME-TAX>                                      5397
<INCOME-CONTINUING>                               8426
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      8426
<EPS-BASIC>                                       2.81
<EPS-DILUTED>                                     2.76


</TABLE>
</TEXT>
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