10-K

UNITED STATES

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.

For the fiscal year ended:  July 28, 2007.

[  ] 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:  0-33360

VILLAGE SUPER MARKET, INC.

(Exact name of registrant as specified in its charter)

NEW JERSEY	22-1576170
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer 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:

Class A common stock, no par value	The NASDAQ Stock Market
(Title of Class)	(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes __  No   X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15 (d) of the Act.  Yes __  No   X .

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]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer:

Large accelerated filer o Accelerated filer x Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company.  Yes __  No   X .

The aggregate market value of the Class A common stock of Village Super Market, Inc. held by non-affiliates was approximately $90.2 million and the aggregate market value of the Class B common stock held by non-affiliates was approximately $8.6 million based upon the closing price of the Class A shares on the NASDAQ on January 28, 2007, the last business day of the second fiscal quarter.  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.

Class	Outstanding at October 8, 2007
Class A common stock, no par value	3,323,886 Shares
Class B common stock, no par value	3,188,152 Shares

DOCUMENTS INCORPORATED BY REFERENCE

Information contained in the 2007 Annual Report to Shareholders and the 2007 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 7, 2007 are incorporated by reference into this Form 10-K at Part II, Items 5, 6, 7, 7A, and 8 and Part III.

PART I

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 the results expressed, suggested or implied by such forward-looking statements.  The Company undertakes no obligation to update forward-looking statements and to reflect developments or information obtained after the date hereof. The following are among the principal factors that could cause actual results to differ from the forward-looking statements: 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 availability of capital; the liquidity of the Company; the success of operating initiatives; consumer spending patterns; the impact of higher energy prices; increased cost of goods sold, including increased costs from the Company’s principal supplier, Wakefern; the results of litigation; the results of union contract negotiations; competitive store openings; the rate of return on pension assets; and other factors detailed herein under Risk Factors.

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ITEM I. BUSINESS

(All dollar amounts in this report are in thousands, except per square foot data).

GENERAL

Village Super Market, Inc. (the “Company” or “Village”) was founded in 1937.  At July 28, 2007, Village operated a chain of twenty-three ShopRite supermarkets, sixteen of which are located in northern New Jersey, one in northeastern Pennsylvania and six in southern New Jersey.  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 Village many of the economies of scale in purchasing, distribution, advanced retail technology and advertising associated with chains of greater size and geographic coverage.

Village seeks to generate high sales volume by offering a wide variety of high quality products at consistently low prices.  During fiscal 2007, sales per store were $45,497 and sales per selling square foot were $1,037.  The Company gives ongoing attention to the décor and format of its stores and tailors each store's product mix to the preferences of the local community.  Village concentrates on the development of superstores.  On August 11, 2007, Village acquired the store fixtures and lease of a location in Galloway Township, New Jersey from Wakefern for $3,500.  This store had previously been operated by a competitor.  The Company began operating a pharmacy at this location on August 11, 2007.  The remainder of this 55,000 sq. ft. store opened on October 3 after the completion of a remodel.  Village expects to open a new 67,000 sq. ft. store in Franklin, New Jersey on October 31, 2007.    Below is a summary of the range of store sizes at July 28, 2007:

Total Square Feet	Number of Stores
Greater than 60,000	9
50,001 to 60,000	5
40,000 to 50,000	7
Less than 40,000	2
Total	23

These larger store sizes enable the Company’s superstores to provide a “one-stop” shopping experience and to feature expanded higher margin specialty departments such as home meal replacement, an on-site bakery, an expanded delicatessen including prepared foods, a variety of natural and organic foods, ethnic and international 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, small appliances, photo processing and in most cases, a pharmacy.   Recently remodeled and new superstores emphasize a Power Alley, which features high margin, fresh convenience offerings such as salad bars, bakery and Bistro Street 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 superstores and percentage of selling square feet allocable to these stores during each of these periods:

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Product Categories	Fiscal Year Ended In July
	2007	2006	2005
Groceries	38.6%	38.7%	38.6%
Dairy and Frozen	16.5	16.4	16.4
Meats	10.0	10.0	10.2
Non-Foods	8.8	8.9	9.0
Produce	11.5	11.4	11.1
Appetizers and prepared food	5.4	5.3	5.3
Seafood	2.3	2.3	2.3
Pharmacy	5.1	5.2	5.3
Bakery	1.8	1.8	1.7
Other	--	--	.1
	100.0%	100.0%	100.0%
Number of superstores	21	21	21
Selling square feet represented by superstores	95%	95%	95%

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.  Village continually evaluates individual stores to determine if they should be closed.  A stand-alone drug store near the Bernardsville store closed in fiscal 2005 when the Bernardsville store was expanded to include a pharmacy.  The Company’s only liquor store closed on July 30, 2005.

DEVELOPMENT AND EXPANSION

The Company has an ongoing 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, Village has sought, whenever possible, to increase the amount of selling space in its stores.

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The Company has budgeted approximately $24 million for capital expenditures in fiscal 2008.  Planned expenditures include the completion of the new store in Franklin, New Jersey, the remodel of the acquired Galloway store, and the beginning of the construction of a replacement store in Washington, New Jersey and a new store in Marmora, New Jersey.

In fiscal 2007, Village completed the Rio Grande remodel and several small remodels, and began the construction of a new, leased store in Franklin, New Jersey.

In fiscal 2006, the Company completed the expansion and remodel of the Springfield store, began a major remodel of the Rio Grande store, and completed smaller remodels of the Elizabeth and Chester stores.

In fiscal 2005, the Company opened an 80,000 square foot replacement store in Somers Point, completed an expansion and remodel of the Bernardsville store, and began the expansion and remodel of the Springfield store.

In fiscal 2004, the Company began the expansion and remodel of the Bernardsville store and the construction of the replacement store in Somers Point.  In fiscal 2003, the Company remodeled the English Creek, Hillsborough and Rio Grande stores.  In fiscal 2002, the Company opened a 64,000 sq. ft. store in Hammonton and a 59,000 sq. ft. store in Garwood.  In fiscal 2001, the Company opened a 67,000 sq. ft. store in West Orange to replace an older, smaller store.

Delays associated with governmental regulations, and the general difficulty in developing retail properties in the Company's primary trading area, have in recent years prevented the  Company from opening the desired number of new stores.  Additional store remodelings and sites for new stores are in various stages of development.  Village will also consider additional acquisitions should appropriate opportunities arise.

WAKEFERN FOOD CORPORATION

The Company is the second largest member of Wakefern and owns 15.5% of Wakefern’s outstanding stock as of July 28, 2007.  Wakefern, which was organized in 1946, is the nation’s largest retailer-owned food cooperative.  Wakefern and its 44 shareholder members operate 238 supermarkets and other retail formats, including 62 stores operated by Wakefern.  Only Wakefern and its members are entitled to use the ShopRite name and trademark, and to 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 a co-branded credit card, and the development of advanced retail technology.  The Company believes that the ShopRite name is widely recognized by its customers and is a factor in their decisions about where to shop. ShopRite private label products accounted for approximately 13% of sales in fiscal 2007.

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Wakefern distributes as a "patronage dividend" to each of its stockholders a share of its earnings in proportion to the dollar volume of purchases by the stockholder from 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.  James Sumas, the Company’s Chief Executive Officer, is Vice Chairman of Wakefern, and a member of the Wakefern Board of Directors.

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 using various formulas which allocate 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.  In addition, Wakefern and its affiliates provide the Company with other services including liability and property insurance, supplies, equipment purchasing, coupon processing, certain financial accounting applications,  and retail technology support.

Wakefern operates warehouses and distribution facilities in Elizabeth, Woodbridge and South Brunswick, New Jersey and Breinigsville, Pennsylvania.  The Company and all other members of Wakefern are parties to the Wakefern Stockholder’s Agreement which provides for certain commitments by, and restrictions on, all shareholders of Wakefern.  This agreement extends 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.  Each member is obligated to purchase from Wakefern a minimum of 85% of its requirements for products offered by Wakefern.  If this purchase obligation is not met, the member is required to pay Wakefern's profit contribution shortfall attributable to this failure.  The Company fulfilled this obligation in fiscal 2007, 2006 and 2005.  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 annual profit contribution shortfall attributable to the sale of store or change in control.  No payments are required if the volume lost by a shareholder as a result of the sale of a store is replaced by such shareholder by increased volume in existing or new 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 twenty-five 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.

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Any material change in Wakefern's method of operation or a termination or material modification of the Company's relationship with Wakefern following termination of the above agreements, or otherwise, 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 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 name 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.  Committee decisions 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 estimates of the impact of the proposed store on existing member supermarkets in the area.

Each of Wakefern's members is required to make capital contributions to Wakefern based on the number of stores operated by that member and the purchases generated by those stores.  As additional stores are opened or acquired by a member, additional capital must be contributed by it to Wakefern.  The Company’s investment in Wakefern and affiliates was $16,391 at July 28, 2007.  The total amount of debt outstanding from all capital pledges to Wakefern is $384 at July 28, 2007.  The maximum per store capital contribution increased from $650 to $675 on September 21, 2006, resulting in an additional $550 capital pledge, which was paid in fiscal 2007.

As required by the Wakefern bylaws, the Company’s investment in Wakefern is pledged to Wakefern to secure the Company’s obligation to Wakefern.  In addition, five members of the Sumas family have guaranteed the Company’s obligations to Wakefern.  These personal guarantees are required of any 5% shareholder of the Company who is active in the operation of the Company.  Wakefern does not own any securities of the Company or its subsidiaries.  The Company’s investment in Wakefern entitles the Company to enough votes to elect one member to the Wakefern Board of Directors due to cumulative voting rights.

TECHNOLOGY

The Company considers automation and information technology important to its operations and competitive position.  All stores utilize IBM 4690 point of sale systems.  Electronic payment options are offered at all checkout locations.  We plan to upgrade these point of sale systems beginning in fiscal 2008.  A frame relay communication network is used for reliable, high speed processing of electronic payments and transmission of data.

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The Company’s commitment to advanced point of sale and communication systems enables it to participate in Price Plus, ShopRite’s preferred customer program.  Customers receive electronic discounts by presenting a scannable Price Plus card.  This technology also enables Village to offer continuity programs and focus on target marketing initiatives.

The Company began installing self-checkout systems in fiscal 2002.  Currently, thirteen stores use these systems to provide improved customer service, especially during peak periods, and reduce operating costs.  Additional locations are planned for fiscal 2008.  In fiscal 2007, we installed RFID readers in all checkout lanes to enable contactless payment options for customers to quicken checkout times.

Village 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 utilizes a direct store delivery system, consisting of personal computers and hand held scanners, for product not purchased through Wakefern to provide equivalent cost and retail price control over these products.  In fiscal 2007, both of these systems were replaced with upgraded versions.

The Company has installed computer based training systems in all stores to assist in the training of all new cashiers, produce and bakery associates.  Village replaced the time and attendance system and labor scheduling system in fiscal 2006 to improve reporting, work flow and system interfaces, and reduce labor.

Village utilizes digital surveillance systems, which are integrated with the cashier monitoring systems, in all stores to aid shrink reduction, increase productivity and assist in accident investigations.

Certain in-store department records are computerized, including the records of all pharmacy departments.  In all stores, meat, seafood, delicatessen, and bakery prices are maintained on computer for automatic weighing and pricing.  Village seeks to design its stores to use energy efficiently, including recycling waste heat generated by refrigeration equipment for heating and other purposes.  Most stores utilize computerized energy management systems.

The Company utilizes a division of Wakefern for data processing services, including financial accounting support.

Wakefern and Village have responded to customers increased use of the internet by creating shoprite.com to provide weekly advertising and other shopping information.  In addition, on-line shopping is available in three store locations with store pick-up and delivery options.

COMPETITION

The supermarket industry is highly competitive.  The Company competes directly with multiple retail formats, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, dollar stores and convenience stores.  Village competes by using low pricing, superior customer service, and a broad range of consistently available quality products, including ShopRite private labeled products.  The ShopRite Price Plus card and the co-branded ShopRite credit card also strengthen customer loyalty.

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Some of the Company's principal competitors include Pathmark, A&P, Stop & Shop, Acme, Kings, Walmart, Wegmans and Foodtown.  Many of these competitors have financial resources substantially greater than those of the Company, and some are non-union.

LABOR

As of October 1, 2007, the Company employed approximately 4,400 persons with approximately 69% working part-time.  Approximately 91% of the Company’s employees are covered by collective bargaining agreements. A contract with a union representing employees in one store expired in June 2007.  Negotiations with this union continue as the store operates under the expired contract.  Contracts with the Company’s other five unions expire between October 2007 and March 2012.  Most of the Company’s competitors in New Jersey are similarly unionized.

AVAILABLE INFORMATION

As a member of the Wakefern cooperative, Village relies upon our customer focused website, www.shoprite.com, for interaction with customers and prospective employees.  This website is maintained by Wakefern for the benefit of all ShopRite supermarkets, and therefore, does not contain any financial information related to the Company.

The Company will provide paper copies of the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and press releases free of charge upon request to any shareholder.  In addition, electronic copies of these filings can be obtained at www.sec.gov.

REGULATORY ENVIRONMENT

The Company’s business requires various licenses and the registration of facilities with state and federal health and drug regulatory agencies.  These licenses and registration requirements obligate the Company to observe certain rules and regulations, and a violation of these rules and regulations could result in a suspension or revocation of licenses or registrations.  In addition, most licenses require periodic renewals.  The Company has not experienced material difficulties with respect to obtaining or retaining licenses and registrations.  In addition, the Company is subject to the requirements of the Sarbanes-Oxley Act of 2002.

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ITEM 1A. RISK FACTORS

COMPETITIVE ENVIRONMENT

The supermarket business is highly competitive and characterized by narrow profit margins.  Results of operations therefore may be materially adversely impacted by competitive pricing and promotional programs and competitor store openings.  Village  competes with national and regional supermarkets, local supermarkets, warehouse club stores, supercenters, drug stores, convenience stores, dollar stores, discount merchandisers, restaurants and other local retailers in the market areas we serve.  Competition with these outlets is based on price, store location, promotion, product assortment, quality and service.  Some of these competitors may have greater financial resources, lower merchandise acquisition cost and lower operating expenses than we do.

GEOGRAPHIC CONCENTRATION

The Company’s stores are concentrated in New Jersey, with one store in northeastern Pennsylvania.  We are vulnerable to economic downturns in New Jersey in addition to those that may affect the country as a whole.  Economic conditions such as interest rates, energy costs and unemployment rates may adversely affect our sales.  Further, since our store base is concentrated in densely populated metropolitan areas, opportunities for future store expansion may be limited, which may adversely affect our business and results of operations.

WAKEFERN RELATIONSHIP

Village purchases substantially all of its merchandise from Wakefern.  In addition, Wakefern provides the Company with support services in numerous areas including supplies, advertising, liability and property insurance, technology support and other store services.  Further, Village receives patronage dividends and other product incentives from Wakefern.

Any material change in Wakefern’s method of operation or a termination or material modification of Village’s relationship with Wakefern could have an adverse impact on the conduct of the Company’s business and could involve additional expense for Village.  The failure of any Wakefern member to fulfill its obligations to Wakefern or a member’s insolvency or withdrawal from Wakefern could result in increased costs to the Company.  Additionally, an adverse change in Wakefern’s results of operations could have an adverse affect on Village’s results of operations.

LABOR RELATIONS

A significant majority of our employees are covered by collective bargaining agreements with unions, and our relationship with those unions, including any work stoppages, could have an adverse impact on our financial results.

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In future negotiations with labor unions, we expect that rising health care and pension costs, among other issues, will continue to be important topics for negotiation.  Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur if we are unable to negotiate acceptable contracts with labor unions.  This could significantly disrupt our operations.  Further, if we are unable to control health care and pension costs provided for in the collective bargaining agreement, we may experience increased operating costs and an adverse impact on future results of operations.

FOOD SAFETY

The Company could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain.  Adverse publicity about these types of concerns, whether or not valid, could discourage consumers from buying our products.  The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.

MULTI-EMPLOYER PENSION PLANS

The Company is required to make contributions to multi-employer pension plans in amounts established under collective bargaining agreements.  Pension expense for these plans is recognized as contributions are funded.  Benefits generally are based on a fixed amount for each year of service.  Based on the most recent information available to us, we believe a number of these multi-employer plans are underfunded.  As a result, we expect that contributions to these plans may increase.  Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements.  Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules.  The failure of a withdrawing employer to fund these obligations can impact remaining employers.   The amount of any increase or decrease in our required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations and the actual return on assets held in the plans, among other factors.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

As of July 28, 2007, Village owns the sites of five of its supermarkets (containing 335,000 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 eighteen supermarkets (containing 937,000 square feet of total space) and the corporate headquarters are leased, with initial lease terms generally ranging from twenty to thirty years, usually with renewal options.  Ten of these leased stores are located in shopping centers and the remaining eight are freestanding stores.

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The annual rent, including capitalized leases, for all of the Company's leased facilities for the year ended July 28, 2007 was approximately $10,520.  The Galloway Township, Franklin, Washington and Marmora stores expected to open in fiscal 2008 are leased facilities.

The lease on the Company’s current store in Washington New Jersey expires on May 31, 2008, which is before the replacement store is expected to be completed.

Village is a limited partner in three partnerships, one of which owns a small shopping center in which one of our leased stores is located.  The Company is also a general partner in a partnership that is a lessor of one of the Company's freestanding stores.

ITEM 3. LEGAL PROCEEDINGS

The Company, in the ordinary course of business, is involved in various legal proceedings.  Village does not believe the outcome of these proceedings will have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

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

No matters submitted to shareholders in the fourth quarter.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES  OF EQUITY SECURITIES

The information required by this Item is incorporated by reference from Information appearing on Page 27 in the Company's Annual Report to Shareholders for the fiscal year ended July 28, 2007 and in the Company’s definitive Proxy Statement to be filed on or before November 2, 2007 in connection with its Annual Meeting scheduled to be held on December 7, 2007.

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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 28, 2007.

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 Pages 4 through 9 in the Company's Annual Report to Shareholders for the fiscal year ended July 28, 2007.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT MARKET RISK

The information required by this Item is incorporated by reference from Information appearing on Page 9 in the Company's Annual Report to Shareholders for the fiscal year ended July 28, 2007.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is incorporated by reference from Information appearing on Page 3 and Pages 10 to 26 in the Company's Annual Report to Shareholders for the fiscal year ended July 28, 2007.

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

None.

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ITEM 9A. CONTROLS AND PROCEDURES

As required by Rule 13a-15 of the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures at the end of the period.  This evaluation was carried out under the supervision, and with the participation, of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer.  Based upon that evaluation, the Company’s Chief Executive Officer, along with the Company’s Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective.  There have been no changes in internal controls over financial reporting during the fourth quarter of fiscal 2007 that have materially, or are reasonably likely to materially effect, the Company’s internal control over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are incorporated by reference from information appearing on page 28 in the Company’s Annual Report to Shareholders for the fiscal year ending July 28, 2007.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 2, 2007, in connection with its Annual Meeting scheduled to be held on December 7, 2007.

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 2, 2007, in connection with its Annual Meeting scheduled to be held on December 7, 2007.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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 2, 2007, in connection with its annual meeting scheduled to be held on December 7, 2007.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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 2, 2007, in connection with its annual meeting scheduled to be held on December 7, 2007.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item 14 is incorporated by reference from the Company’s definitive Proxy Statement to be filed on or before November 2, 2007 in connection with its annual meeting scheduled to be held on December 7, 2007.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

(a)  1. Financial Statements:

Consolidated Balance Sheets - July 28, 2007 and July 29, 2006.

Consolidated Statements of Operations - years ended July 28, 2007, July 29, 2006 and July 30, 2005.

Consolidated Statements of Shareholders' Equity and Comprehensive Income – years ended July 28, 2007, July 29, 2006 and July 30, 2005.

Consolidated Statements of Cash Flows - years ended July 28, 2007, July 29, 2006 and July 30, 2005.

Notes to consolidated financial statements.

The consolidated financial statements above and the Report of Independent Registered Public Accounting Firm have been incorporated by reference from the Company's Annual Report to Shareholders for the fiscal year ended July 28, 2007.

15

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 3.1      Certificate of Incorporation*

3.2 By-laws*

Exhibit No.   4 Instruments defining the rights of security holders:

4.5 Note Purchase Agreement dated September 16, 1999*

4.6 Loan Agreement dated September 16, 1999*

4.7 First Amendment to Loan Agreement*

Exhibit No. 10 Material Contracts:

10.1 Wakefern By-Laws

10.2 Stockholders Agreement dated February 20, 1992 between the Company and Wakefern Food Corp.*

10.3 Voting Agreement dated March 4, 1987*

10.5 1997 Incentive and Non-Statutory Stock Option Plan*

10.6 Employment Agreement dated May 28, 2004*

10.7 Supplemental Executive Retirement Plan*

10.8 2004 Stock Plan*

Exhibit No. 13 Annual Report to Security Holders

Exhibit No. 14 Code of Ethics

Exhibit No. 21 Subsidiaries of Registrant

Exhibit No. 23 Consent of KPMG LLP

Exhibit No. 31.1 Certification

Exhibit No. 31.2 Certification

Exhibit No. 32.1 Certification (furnished, not filed)

Exhibit No. 32.2 Certification (furnished, not filed)

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

Form 10-K for 2004: 3.2, 4.7, 10.7

DEF 14A proxy statement filed October 25, 2004: 10.8

Form 10-Q for April 2004: 10.6

Form 10-K for 1999: 4.5, 4.6

Form 10-K for 1997: 10.5

Form 10-K for 1993: 3.1, 10.2 and 10.3

16

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/ James Sumas
	Kevin Begley		James Sumas
	Chief Financial &		Chief Executive Officer
	Principal Accounting Officer

Date:  October 9, 2007

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 9, 2007		October 9, 2007
/s/ Robert Sumas		/s/ William Sumas
Robert Sumas, Director		William Sumas, Director
October 9, 2007		October 9, 2007
/s/ John P. Sumas		/s/ John J. McDermott
John P. Sumas, Director		John J. McDermott, Director
October 9, 2007		October 9, 2007
/s/ David C . Judge		/s/ Steven Crystal
David C. Judge, Director		Steven Crystal, Director
October 9, 2007		October 9, 2007

17

EX-10.1

WAKEFERN FOOD CORP.

BY - LAWS

As Adopted April 16, 1981

Amended July 14, 1983,

June 21, 1984,

March 19, 1987,

August 20, 1987,

October 19, 1988,

February 16, 1989,

March 15, 1990,

October 18, 1990,

September 29, 1993 and

May 19, 1994

September 22, 1994

May 16, 2002

-  -

WAKEFERN FOOD CORP.

B Y - L A W S

TABLE OF CONTENTS

	Page No.
Preamble	1
ARTICLE   I         - CORPORATE NAME	2
ARTICLE  II         - OFFICES	2
ARTICLE III        - STOCKHOLDERS AND STOCK	2
Section   1 - Qualification	2
Section   2 - Certificates Representing Shares	2
Section   3 - Fractional Share Interests	3
Section   4 - Share Transfers	3
Section   5 - Record Date for Stockholders	3
Section   6 - Meaning of Certain Terms	4
ARTICLE  IV       - MEETINGS OF STOCKHOLDERS	4
Section   1 - Place of Meeting	4
Section   2 - Annual Meetings	4
Section   3 - Special Meetings	4
Section   4 - Notice of Meetings	5
Section   5 - Quorum	5
Section   6 - Adjournment	5
Section   7 - Organization	5
Section   8 - List of Stockholders	6
Section   9 - Business and Order of Business	6
Section 10 - Voting	6
Section 11 - Inspectors of Election	7
Section 12 - Proxies	7
Section 13 - Stockholder Action Without A Meeting	8
ARTICLE   V       - BOARD OF DIRECTORS	8
Section   1 - General Powers; Definitions	8
Section   2 - Number and Term of Office	8
Section   3 - Qualification	9
Section   4 - Quorum and Manner of Acting	10
Section   5 - Place of Meeting	10
Section   6 - Regular Meetings	10
Section   7 - Special Meetings	10
Section   8 - Notice of Regular & Special Meetings	10
Section   9 - Organization	11
Section 10 - Business and Order of Business	11

i

	Page No.
Section 11 - Consent of Directors In  Lieu of Meetings	11
Section 12 - Resignations	11
Section 13 - Removal of Directors	11
Section 14 - Vacancies	12
Section 15 - Meetings By Conference Telephone ...	12
ARTICLE  VI        - COMMITTEES	13
Section   1 - Finance Committee	13
Section   2 - Site Development Committee	13
Section   3 - Property Management Committee	16
Section   4 - Nominating Committee	16
Section   5 - Trade Name and Trademark Committee	16
Section   6 - Other Committees	17
Section   7 - Rules and Procedures	17
ARTICLE VII       - EXECUTIVE OFFICERS AND OPERATING OFFICERS	17
Section   1 - Number	17
Section   2 - Subordinate Officers	18
Section   3 - Qualifications, Election Term of Office	18
Section   4 - Removal	18
Section   5 - Resignations	18
Section   6 - Vacancies	18
Section   7 - The Chairman of the Board	19
Section   8 - The Vice Chairman	19
Section   9 - The President	19
Section 10 - The Executive Vice President	19
Section 11 - The Secretary	20
Section 12 - The Assistant Secretaries	20
Section 13 - The Treasurer	20
Section 14 - Assistant Treasurers	20
Section 15 - Remuneration of Directors	21
ARTICLE VIII      - CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.	21
Section   1 - Authority to Execute Contracts, Etc.	21
Section   2 - Checks, Drafts, Etc.	21
Section   3 - Deposits	21
Section   4 - General and Special Bank Accounts	21
Section   5 - Voting Securities of Other Corporations	22
ARTICLE   IX      - RESTRICTIONS ON TRANSFER OF STOCK	22
Section   1 - Restrictions on Transfers	22

ii

	Page No.
Section   2 - Escrow of Wakefern Stock	22
Section   3 - Right of Wakefern to Require Sale of All Stock	22
Section   4 - Right of Wakefern to Require Sale By Stockholder of Part of Common B & Common C Stock	27
Section   5 - Right of Stockholders to Sell Stock & Indebtedness to Wakefern	27
Section   6 - Purchase Price for Stock	28
Section   7 - Payment of Purchase Price	28
Section   8 - Cessation of Dealing with Wakefern	30
Section   9 - Permissive Transfers of Stock	31
Section 10 - Mandatory Reacquisition of Common A Stock in Certain Events	31
Section 11 - Reissuance and Sale of Common A Treasury Stock To Stockholders	32
ARTICLE X         - USE OF SHOPRITE AND OTHER TRADE NAME AND TRADEMARKS OF WAKEFERN	32
ARTICLE XI        - INVESTMENT REQUIREMENTS OF STOCKHOLDERS	32
ARTICLE XII       - RIGHT TO RECEIVE MERCHANDISE AND SERVICE FROM WAKEFERN	33
ARTICLE XIII      - PAYMENT FOR MERCHANDISE PURCHASED FROM WAKEFERN	34
ARTICLE XIV     - SEAL	35
ARTICLE XV      - FISCAL YEAR	36
ARTICLE XVI     - NOTICE OF WAIVER	36
ARTICLE XVII    - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS	36
ARTICLE XVIII   - EQUAL TREATMENT OF STOCKHOLDERS	37
ARTICLE XIX     - COOPERATIVE PATRONAGE DIVIDENDS AND ASSESSMENTS	37
ARTICLE XX      - AMENDMENTS	41

iii

BY - LAWS

As Adopted April 16, 1981

Amended July 14, 1983,

June 21, 1984,

March 19, 1987

August 20, 1987,

October 19, 1988,

February 16, 1989,

March 15, 1990,

September 29, 1993 and

May 19, 1994

September 22, 1994

of

WAKEFERN FOOD CORP.

(A New Jersey Corporation)

PREAMBLE

Wakefern Food Corp. shall be operated upon the cooper­ative plan to foster the development of entrepreneurism among independent retail merchants dealing in consumer products for home use for their mutual economic and merchandising assistance and to foster and promote the "Shop Rite" trade name and trade­mark, goodwill and image.

Wakefern will provide a medium for obtaining the ad­vantages of united efforts of its members in carrying on the production, assembly, distribution and marketing of food stuffs, general mercantile products and other allied products.

The social purpose of Wakefern Food Corp. and the Shop Rite stores shall be to raise the standard of living of the con­sumers served by our stores by providing better merchandise at lower prices.

To accomplish its goals and purposes, Wakefern shall be dedicated primarily to supporting its members' supermarket businesses as the same have been traditionally operated under the "Shop Rite" trademark and trade name and developing, further­ing and promoting the goodwill and image of the "Shop Rite" name for the mutual benefit of its members and the consuming public.

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ARTICLE I

CORPORATE NAME

The name of this corporation is Wakefern Food Corp. (hereinafter referred to as "Wakefern").

ARTICLE II

OFFICES

The principal office of Wakefern shall be in the City of Elizabeth, State of New Jersey.  Wakefern may also establish and have such other offices at such other places, within or without the State of New Jersey, as may be designated from time to time by the Board of Directors.

ARTICLE III

STOCKHOLDERS AND STOCK

Section 1.  Qualification.  It is the intent and pur­poses of Wakefern, consistent with the cooperative plan upon which its business is conducted, to limit the ownership of its common stock to individuals, partnerships, corporations or other entities who meet the qualifications hereinafter set forth in these By-Laws.  All holders of shares of any class or classes of capital stock of Wakefern are hereinafter referred to individ­ually as a "stockholder" and collectively as the "stockholders".

Section 2.  Certificates Representing Shares.

Certificates representing shares of capital stock of Wakefern shall conform to the requirements of the New Jersey Business Corporation Act and any other applicable provision of law and shall be signed by the Chairman or a Vice Chairman of the Board and by the Secretary or an Assistant Secretary or the Treasurer or Assistant Treasurer and may be sealed with the corporate seal or a facsimile thereof.  In case any officer who has signed such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by Wakefern with the same effect as if he were such officer at the date of its issue. No certificate shall be issued for any share until such share is fully paid.

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Section 3.  Fractional Share Interests.  Unless other­wise provided in the Certificate of Incorporation, Wakefern may, but shall not be obligated to, issue fractions of a share and certificates therefor.  A certificate for a fractional share shall entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any distribution of assets of Wakefern in the event of liquidation.

Section 4.  Share Transfers.  Upon compliance with pro­visions restricting the transferability of shares contained in the Certificate of Incorporation, these By-Laws and/or any law­ful agreement to which the registered holder of shares of Wake­fern is a party, transfers of shares of Wakefern shall be made only on the share records of Wakefern by the registered holder thereof, or by such holder's attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of Wakefern and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes due thereon.

Section 5.  Record Date for Stockholders.  For the pur­pose of determining the stockholders with regard to any corpor­ate action or event, and particularly for determining the stock­holders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to give a written consent to any action without a meeting, or for the purpose of any other action, the directors may fix, in advance, a date as the record date for any such determination of stock­holders.  Such date shall not be more than sixty (60) days prior to the stockholders' meeting or other corporate action or event to which it relates.  The record date for a stockholders' meet­ing shall not be less than ten (10) days before the date of such meeting.  The record date for determining stockholders entitled to give a written consent shall not be more than sixty (60) days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than sixty (60) days before the last day on which consents received may be counted.  If no record date is fixed, the record date for a stockholders' meeting shall be at the close of the business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and the record date for determining stockholders for any purpose other than that specified in the preceding clause shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted.  When a determin­ation of stockholders of record for a stockholders' meeting has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the directors fix a new record date under this section for the adjourned meeting.

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Section 6.  Meaning of Certain Terms.  As used in these By-Laws in respect of the right of notice of a meeting of stock­holders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "stock" or "stockholder" or "stockholders" refers to an outstanding share or shares and any holder or holders of record of outstanding shares of any class of capital stock of Wakefern upon which or upon whom the Certificate of Incorporation confers such rights or upon which or upon whom the New Jersey Business Corporation Act confers such rights notwith­standing that the Certificate of Incorporation may provide for more than one (1) class or series of shares, one (1) or more of which are limited or denied such rights thereunder.  References in these By-Laws to the "Certificate of Incorporation" shall mean the Certificate of Incorporation of Wakefern as heretofore or hereafter amended.  As used in these By-Laws, the term "super­market" shall mean a retail food establishment of a type tradit­ionally operated by Wakefern's stockholders.

ARTICLE IV

MEETINGS OF STOCKHOLDERS

Section 1.  Place of Meeting.  Each meeting of the stockholders shall be held at such place, within or without the State of New Jersey, as shall be designated by the Board of Directors.  In the absence of any such designation, stock­holders' meetings shall be held at the principal office of Wakefern.

Section 2.  Annual Meeting.  The annual meeting of stockholders for the election of directors and for the trans­action of such other business as may come before the meeting shall be held on such business day during the month of May of each year and at such hour as shall be fixed by the Board of Directors.

Section 3.  Special Meetings.  Special meetings of stockholders for any purpose or purposes, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board or by order of the Board of Directors, and shall be called by the Chairman of the Board or Secretary at the request in writing of a stockholder or stockholders holding of record at least that percentage of the total number of shares of Common A Stock and Common C Stock then outstanding necessary to elect at least one-third (1/3) of the Board of Directors.  Special meet­ings shall be called by means of a notice as provided in Section 4 of this Article IV.  Each special meeting shall be held at the principal office of Wakefern unless otherwise designated by the Board of Directors.

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Section 4.  Notice of Meetings.  Except as otherwise provided by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the day on which the meet­ing is to be held, to each stockholder of record entitled to vote at such meeting by delivering a written notice thereof to such stockholder personally, or by overnight delivery service, such as Federal Express or United Parcel Service, or by mailing such notice in a postage prepaid envelope addressed to such stockholder at such stockholder's post-office address furnished by such stockholder to the Secretary for such purpose, or, if such stockholder shall not have furnished his address to the Secretary for such pur­pose, then at such stockholder's post-office address as it appears on the records of Wakefern, or by transmitting a notice thereof to such stockholder at such address by telex, telegraph or cable.  Every such notice shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called.  Notice of an adjourned meeting of the stockholders shall not be required to be given, except when ex­pressly required by these By-Laws or by law.  As provided in Article XVI of these By-Laws, any stockholder may waive the requirements of notice provided for herein.

Section 5.  Quorum.  The holders of shares entitling them to elect a majority of the Board of Directors, present in person or by proxy and entitled to vote at any meeting of the stockholders, shall constitute a quorum.

Section 6.  Adjournments.  At any annual or special meeting, the holders of shares entitling them to elect a majority of the Board of Directors, present in person or by proxy and entitled to vote at such meeting, although less than  a quorum, may adjourn the meeting from time to time without further notice (except as is otherwise required by law) other than by announcement at the meeting at which such adjournment is taken of the time and place of the adjourned meeting, until a quorum shall be present.  At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting.

Section 7.  Organization.  At every meeting of the stockholders, the Chairman of the Board or, in his absence, the most senior Vice Chairman, or in his absence, a chairman chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote thereat, shall act as chairman of the meeting.  The Secretary, or in his absence, an Assistant Secretary, shall act as secretary of the meeting.

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Section 8.  List of Stockholders.  It shall be the duty of the Secretary or other officer of Wakefern who shall have charge of its stock ledger, either directly or through another officer or agent of Wakefern designated by him or through a transfer agent or transfer clerk appointed by the Board of Directors, to prepare and certify, at least ten (10) days before every meeting of the stockholders, a complete list of the stock­holders entitled to vote thereat, arranged in numerical order by assigned stockholder number reflecting each class of stock and showing the address of each stockholder and the number of shares of each such class registered in the name of each stockholder.  For said ten (10) days, such list shall be open, at the place where said meeting is to be held or at another place within the city where the meeting is to be held if such other place is specified in the notice of the meeting, to the examination of any stockholder for any purpose germane to the meeting, and shall be produced and kept at the time and place of said meeting during the whole time thereof and subject to the inspection of any stockholder who shall be present thereat.  The original or duplicate stock ledger shall be prima facie evidence as to who are the stockholders entitled to examine such list or the books of Wakefern, or to vote in person or by proxy at such meeting.

Section 9.  Business and Order of Business.  At each meeting of the stockholders, such business may be transacted as

may properly be brought before such meeting, whether or not such business is stated in the notice of such meeting or in a waiver of notice thereof, except as otherwise by law or by the Certi­ficate of Incorporation or by these By-Laws expressly provided.  The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

Section 10.  Voting.  Except as otherwise provided by law or by the Certificate of Incorporation or by these By-Laws with respect to any class of capital stock of Wakefern, each stockholder of record shall be entitled at each meeting of stock­holders to one (1) vote for each share of Common Stock of Wake­fern registered in such stockholder's name on the books of Wake­fern.  Shares of Wakefern belonging to Wakefern, or shares of stock owned by a stockholder as to whom the Board of Directors shall have determined in accordance with Article IX of these By-Laws is required to sell his or its shares to Wakefern, shall not be voted.  Each holder of record of Common A Stock entitled to vote at any election of directors shall be entitled to cumu­late the votes represented by such holder's Common A Stock and shall thereupon be entitled to cast a number of votes equal to the number of directors to be elected by the holders of all issued and outstanding Common A Stock multiplied by the number of votes to which such holder's Common A Stock is entitled, and such votes may be distributed among as many candidates as such holder thinks fit.  Holders of record of Common C Stock shall have no such right to cumulate the votes represented by their Common C Stock in the election of directors, and directors who are to be elected by the holders of Common C Stock shall be elected by a plurality of the votes cast by such holders.

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At all meetings of the stockholders, all matters (except where other provision is made by law or by the provisions of the Certificate of Incorporation or these By-Laws, including, without limitation, with respect to the election of directors) shall be decided by a majority of the votes cast by the stockholders present in person or by proxy and entitled to vote thereat, a quorum being present.  Election of directors shall be by ballot.  Unless required by law, or demanded by a stockholder present in person or by proxy at such meeting and entitled to vote thereat, or determined by the chairman of the meeting to be advisable, the vote on any question other than election of directors need not be by ballot.  Upon a demand by any such stockholder for a vote by ballot upon any question, such vote shall be taken by ballot.  On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy as such if there be such proxy, and shall state the number and class of shares voted by such stockholder or proxy.

Section 11.  Inspectors of Election.  The chairman may, and at the request of a majority of the stockholders present in person or by proxy and entitled to vote thereat shall, appoint two (2) inspectors of election for each meeting of stockholders. The inspectors shall decide upon the qualification of votes and the validity of ballots, count the votes and declare the results.

Inspectors need not be stockholders.

Section 12.  Proxies.  Every stockholder entitled to vote at a meeting of stockholders or to express consent without a meeting may authorize another person or persons who need not be a stockholder to act for such stockholder by proxy.  Every proxy must be signed by the stockholder or his agent, except that a proxy may be given by a stockholder or his agent by telegram, telex or cable or its equivalent.  No proxy shall be valid for more than eleven (11) months, unless a longer time is expressly provided in the proxy, but in no event shall a proxy be valid after three (3) years from the date of execution.  Unless it is coupled with an interest, a proxy shall be revocable at will.  A proxy shall not be revoked by the death or incapacity of the stockholder, but such proxy shall continue in force until revoked by the personal representative or guardian of the stockholder.  The presence at any meeting of any stockholder who has given a proxy shall not revoke such proxy unless the stockholder shall file written notice of such revocation with the Secretary of the meeting prior to the voting of such proxy.  A person named in a proxy as the attorney or agent of a stockholder may, if the proxy so provides, substitute another person to act in his place, including any other person named as an attorney or agent in the same proxy.  The substitution shall not be effective until an instrument effecting it is filed with the Secretary of Wakefern.

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Section 13.  Stockholder Action Without A Meeting.  Except as otherwise provided by the New Jersey Business Corpor­ation Act and the Certificate of Incorporation, any action re­quired or permitted to be taken at a meeting of stockholders may be taken without a meeting if all the stockholders entitled to vote thereon consent in writing to the taking of such action.

Except as otherwise provided by the New Jersey Business Corporation Act and the Certificate of Incorporation, any action required or permitted to be taken at a meeting of stockholders, other than the annual election of directors, may be taken without a meeting upon the written consent of the stockholders who would have been entitled to cast at least the minimum number of votes which would be required to authorize such action at a meeting at which all stockholders entitled to vote thereon were present and voting.  In the event of such written action, prompt notice of such action shall be given to all stockholders who would have been entitled to notice of a meeting and to vote upon the action if such meeting were held.

The written consents of the stockholders shall be filed with the minutes of proceedings of stockholders.

ARTICLEV

BOARD OF DIRECTORS

Section 1.  General Powers; Definitions.  The Board of Directors shall manage and conduct the property; affairs and business of Wakefern and may exercise all such authority and powers of Wakefern and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these By-Laws directed or required to be exercised or done by the stockholders.

The word "director" or "directors" herein refers to a member or members of the Board of Directors.  The use of the phrase "entire Board" or "entire Board of Directors" herein refers to the total number of directors which Wakefern would have if there were no vacancies.

Section 2.  Number and Term of Office.  The number of directors shall not be less than twenty (20) nor more than twenty-two (22), of whom twelve (12) directors (referred to hereinafter as "Common A directors") shall be nominated and elected only by the holders of record of Common A Stock and the remaining directors (referred to hereinafter as "Common C directors") only by the holders of record of Common C Stock.  Within such limits, the number of directors constituting the entire Board of Directors shall be determined as provided in the Certificate of Incorporation.  Each director shall hold office until the annual meeting of the stockholders next following his election and until his successor shall have been elected and shall qualify, unless he shall earlier die, become disqualified, resign, be declared mentally incompetent by a court of competent jurisdiction or be removed in the manner hereinafter provided.

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Section 3.  Qualification.  A person shall be qualified to serve as a director only if and so long as (A) such person is a holder of outstanding securities possessing five percent (5%) or more of the combined voting power of all outstanding secur­ities of, or is a partner or senior executive officer of, an entity which is the holder of Class B or Class C Stock, (B) such person is actively engaged in the operation of such entity's supermarket business, and (C) the Board of Directors shall not have determined, in accordance with Article IX of these By-Laws, that such entity is required to sell its stock to Wakefern and its relationship with Wakefern be terminated.  Whenever (i) the entity on whose behalf such person serves as a director ceases to be the record and beneficial owner of shares of stock of Wakefern necessary for his qualification as a director, or (ii) the Board of Directors shall have determined that such entity is required to sell its stock to Wakefern and its relationship with Wakefern should be terminated, or (iii) such director ceases to be a share­holder, partner or senior executive officer of such entity, actively engaged in the operation of such entity's supermarket business, he shall thereupon also cease to be a director without any further action on his part or on the part of the Board of Directors or the stockholders of Wakefern.  Notwithstanding any­thing to the contrary contained herein:  (a) no more than one (1) person associated or affiliated with a holder of Class B or Class C Stock shall be qualified to serve as a director; (b) any two (2) holders of Class B or Class C Stock who are directly or in­directly affiliated with each other by reason of one (1) such holder owning a least five percent (5%) of the equity capital of the other such holder or which are directly or indirectly con­trolled (as "control" is hereinafter defined) by the same person or group of persons, shall not be represented on the Board of Directors of Wakefern by more than one (1) director; and (c) any three (3) or more holders of Class B or Class C Stock which are directly or indirectly affiliated with each other through owner­ship of at least five percent (5%) of the equity capital of an entity engaged in the supermarket business or which are directly or indirectly controlled by the same person or group of persons shall not be represented on the Board of Directors of Wakefern by more than two (2) directors or by more than such greater number of directors as at least twelve (12) of the disinterested directors then in office shall determine; provided, however, that the affiliation of any two (2) or more Class B or Class C stock­holders, or persons controlling such stockholders, in another supermarket business which is also a stockholder of Wakefern shall not, by reason of such affiliation alone, disqualify a person from serving as the representative director of such Class B or Class C stockholder.  For purposes of this Section, "control", "controlling" or "controlled" shall mean the direct or indirect possession, either alone or with others, of the power to direct or cause the direction of the management and policies of the business in question, whether through ownership of secur­ities, partnership interest, ownership of assets, by contract, or otherwise.

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Section 4.  Quorum and Manner of Acting.  Twelve (12) directors (irrespective of the classes of stock which said directors represent) shall constitute a quorum for the trans­action of business at any meeting.  The act of at least twelve (12) of the directors present at any meeting (irrespective of the classes of stock which said directors represent) shall be the act of the Board of Directors.  A majority of the directors present may adjourn any meeting from time to time.  Notice of any adjourn­ed meeting shall be given in the manner provided in Section 8 of this Article V.

Section 5.  Place of Meeting.  The Board of Directors may hold its meeting at such place or places, within or without the State of New Jersey, as the Board may from time to time determine.

Section 6.  Regular Meeting.  The Board of Directors shall hold a regular meeting for the purpose of organization, the election of the officers of Wakefern and the transaction of other business as soon as practicable after each annual meeting of stockholders and on the day and at the place as may be provided by resolution of the Board.  Other regular meetings of the Board of Directors may be held at such time and place as may be fixed from time to time by the Board.

Section 7.  Special Meetings.  Special meetings of the Board of Directors shall be called by the Secretary or an Assis­tant Secretary at the request of the Chairman of the Board, or at the request in writing of six (6) directors stating the purpose or purposes of such meeting.

Section 8.  Notice of Regular and Special Meetings.  Notice of each regular and special meeting of the Board of Directors shall be sent to each director, addressed to him at his residence or usual place of business by overnight delivery service, such as Federal Express or United Parcel Service or by personal delivery, first class mail, telex, telegraph or cable at least two (2) days or forty-eight (48) hours before the day on which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  In the case of a regular meeting, such notice need not state the purpose or purposes of the meeting; but in the case of a special meeting, such notice shall state the purpose or pur­poses of the meeting.  As provided in Article XVI of these By-Laws, any director may waive the notice requirements provided for herein.

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Section 9.  Organization.  At such meeting of the Board of Directors, the Chairman of the Board, or in his absence, the most senior Vice Chairman present, shall act as chairman of the meeting.  The Secretary, or in his absence an Assistant Secretary or any person appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 10.  Business and Order of Business.  At each regular meeting of the Board of Directors, such business may be transacted as properly may be brought before the meeting, whether or not such business is stated in the notice of such meeting or in a waiver of notice thereof, except as otherwise by law or by the Certificate of Incorporation or by these By-Laws expressly provided.  At each special meeting of the Board of Directors, such business may be transacted as properly may be brought before the meeting, provided that such business is stated in the notice of such meeting or in a waiver of notice thereof, except as other­wise by law or by the Certificate of Incorporation or these By-Laws expressly provided.  At all meetings of the Board of Directors, business shall be transacted in the order determined by the chairman of the meeting, unless otherwise determined by the Board.

Section 11.  Consent of Directors in Lieu of Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.

Section 12.  Resignations.  Any director may resign at any time by giving written notice to the Board of Directors.  The resignation of any director shall take effect at the date of receipt of such notice or at any later date specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.  Removal of Directors.  One (1) or more or all of the directors may be removed for cause by the stockholders by the affirmative vote of a majority of the votes cast by the holders of stock of the class entitled to vote for the election of the director or directors to be removed, subject to the following qualifications:

(a)  In the case of directors elected by the holders of Common A Stock, if less than the total number of said Common A directors then serving on the Board of Directors is to be removed by the holders of Common A Stock, no one of the Common A directors may be so re­moved if the votes cast against his removal would be sufficient to elect him if then voted cumulatively at an election of the entire Board.

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(b)  Any director elected by the holders of Common C Stock may be removed by vote of the holders of record of a majority of the total number of shares of Common C Stock issued, outstanding and entitled to vote in the election of directors at the time of such removal.

(c)  No director may be removed by the stockholders without cause nor shall any director be removed by the

Board of Directors, with or without cause.  However, upon the affirmative vote of not less than fifteen (15) directors, the Board of Directors shall have power to suspend the authority of a director to act as such pending a final determination that cause exists for removal, and a vote to that effect, by the requisite vote of stockholders of Wakefern.

(d)  No acts of the Board of Directors done during the period when a director has been suspended or removed for cause shall be impugned or invalidated if the suspen­sion or removal is thereafter rescinded by the stock­holders or by the Board of Directors or by the final judgment of a court of competent jurisdiction.

Section 14.  Vacancies.  Any vacancy in the Board of Directors caused by death, resignation, disqualification, removal or judicial declaration of mental incompetency of a director may  be filled as follows:  (i) a vacancy caused by the death, resig­nation, disqualification, removal or judicial declaration of mental incompetency of a Common A director may be filled only by the remaining Common A directors then in office, provided said remaining Common A directors constitute a majority of the entire number of authorized Common A directors; (ii) a vacancy caused by the death, resignation, disqualification, removal or judicial declaration of mental incompetency of a Common C director may be filled only by the remaining Common C directors then in office, provided said remaining Common C directors constitute a majority of the entire number of authorized Common C directors; and (iii) in the event that the requisite majority of Common A directors or Common C directors as the case may be, are not then in office, said vacancy shall be filled by a class vote of holders of Common A Stock or Common C Stock, as the case may be, in accordance with the Certificate of Incorporation and Section 2 of this Article.

Section 15.  Meetings by Conference Telephone.  The members of the Board of Directors or any committee elected or designated by the Board of Directors may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other, and participation in a meeting pursuant to this Section 15 shall constitute presence in person at such meeting.

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ARTICLE VI

COMMITTEES

Section 1.  Finance Committee.  The Finance Committee shall be a standing committee composed of not less than five (5) directors.  All members of the Finance Committee shall be di­rectors appointed to serve on such committee by the Chairman of the Board.  The Finance Committee shall advise the Board of Directors concerning the financial affairs and policies of Wake­fern and shall carry on its financial activities between meetings of the Board of Directors.

Section 2.  Site Development Committee.

(a)  The Site Development Committee shall be a standing committee composed of three (3) members elected annually by the Board of Directors.  The Chairman of the Board shall recommend to the Board of Directors, and the Board of Directors, by an affir­mative vote of at least fourteen (14) directors, shall elect the three (3) members of the Committee who shall satisfy the follow­ing requirements:  Two (2) members shall have held significant responsible management positions in the supermarket industry or in other marketing or retailing industries, and shall have had considerable experience in marketing or retailing or in making site selection determinations; and one (1) member shall be a respected member of the community having judicial or quasi-­judicial experience or having relevant, professional or academic credentials.  The Board of Directors shall elect up to three (3) alternate Site Development Committee members.  Each alternate member may attend all meetings of the Site Development Com­mittee.  Where any member of the Committee is absent, the senior alternate member present shall vote in place and instead of the absent member.  Each alternate member may meet either of the Site Development Committee Membership criteria.  A quorum of the Site Development Committee shall consist of three (3) members includ­ing, if necessary, the alternate member.  No Site Development Committee shall serve more than three (3) years in succession unless that member is reelected after such three (3) year period by an affirmative vote of at least sixteen (16) directors.  No Site Development Committee member shall serve more than five (5) years in succession or more than seven (7) years in total as a member of the Site Development Committee unless that member is reelected after such five (5) year period or such seven (7) or more years of service by an affirmative vote of at least seven­teen (17) directors.  No member of the Committee shall be a present or past director and/or stockholder of Wakefern, or any present or former employee of a director and/or stockholder or a relative of any of the above.  The President, the Executive Vice President and the Chief Financial Officer of Wakefern shall serve as advisors and consultants to the Site Development Committee.  All actions by the Committee shall be by a majority vote.  Any member of the Committee may be removed by the Board by an affir­mative vote of at least fourteen (14) directors.  The Site Development Committee and the Board of Directors shall follow the Procedures and Standards for Site Development as approved from time to time by the Board of Directors, by an affirmative vote of at least fourteen (14) directors, including those concerning financial condition and responsibility.

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(b)  The Site Development Committee shall be authorized, so as to further the best interests of Wakefern and to further the promotion and development of Wakefern's proprietary trademark and trade name "Shop Rite" and other proprietary trademarks and trade names of Wakefern and the goodwill and image associated therewith, on an ongoing basis, to investigate and evaluate markets, and to make market analyses, surveys, forecasts and ex­pansion plans to recommend areas in which new Shop Rite super­markets or alternate format stores should be located.  The Committee shall make recommen­dations on programs for the identification of areas for new Shop Rite supermarket sites and sites for alternate format stores to the Board of Directors and shall super­vise the development of the site location information.

(c)  The Site Development Committee shall have the power and authority, so as to further the best interests of Wakefern and the trademark and trade name "Shop Rite" and other proprietary trademarks and trade names of Wakefern, to entertain, in­vestigate and evaluate applications for new Shop Rite super­markets and alternate format stores and sites for new Shop Rite supermarkets and alternate format stores.  The Site Develop­ment Committee shall have the exclusive authority to grant or deny such applications and its decision, upon filing with the Chairman of the Board and the Board of Directors, shall be final, unless an applicant appeals the decision of the Committee to the Board of Directors within fifteen (15) days after notice of the Committee's decision is mailed to the applicant, in which case the Board of Directors may override the Committee's decision upon an affirmative vote of at least fifteen (15) directors, or, absent such an appeal by an applicant, unless the Board of Directors overrides the Committee's decision upon an affirmative vote of fifteen (15) directors within fifteen (15) days after the Site Development Committee has filed its decision with the Chair­man of the Board and the Board of Directors; provided, however, that an applicant may petition the Board of Directors to grant an application, upon an affirmative vote of at least twelve (12) directors, if the Site Development Committee fails to grant or deny such application within sixty (60) days after the applicant has filed its application, or within forty-five (45) days after the applicant filed its application if expedited consideration is requested with the application; providedfurther, however, that such petition, while pending, shall be superseded by a grant or denial of the application by the Site Development Committee, and the failure to obtain an affirmative vote of at least twelve (12) directors granting such petition shall in no way prejudice the applicant's application before the Site Development Committee which, thereafter, shall promptly make its independent determin­ation to grant or deny the application.  The Board of Directors shall delineate in the Procedures and Standards for Site Development, the basis upon which the Board of Directors shall review an application for a site when an application is first filed, with­out in any way preempting the authority of the Committee, and the basis upon which the Board of Directors may, absent an appeal by an applicant for a site, override a decision by the Committee.

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(d)  The Site Development Committee shall have the auth­ority to impose conditions upon the consideration and approval of such applications including conditioning consideration on the furnishing of certain information and an undertaking to assume certain expenses incurred in the consideration of the appli­cation, and conditioning approval upon the actual commencement of construction and development of a new Shop Rite supermarket or new Shop Rite supermarket site within a specific period of time.

(e)  Application to the Site Development Committee for sites for new Shop Rite supermarkets and alternate format stores shall be received only from (i) a stockholder of Wakefern, who, at the time of such application:

(a)  operates at least one (1) supermarket under the "ShopRite" trade name pursuant to a validly existing written license agreement with Wakefern and

(b)  the Board of Directors shall not have deter­mined, in accordance with Article IX of these By-Laws, to be required to sell its stock to Wakefern and to terminate its relationship with Wakefern;

or (ii) Wakefern Food Corp. or any subsidiary thereof.

(f)  The Site Development Committee shall entertain and consider applications for Shop Rite supermarkets and alternate format stores only by persons or entities qualified under subsection (e) above.  The Committee shall be empowered to approve applications for new Shop Rite supermarkets and alternate format stores only if the new supermarket or store will comply, and be operated in accordance, with the image of the Shop Rite trademark and trade name or other trademark and trade name proprietary to Wakefern as developed and articulated from time to time by the Board of Directors.

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Section 3.  Property Management Committee.  The Property Management Committee shall be a standing committee composed of not less than five (5) persons who are affiliated with a stock­holder of Wakefern either as shareholders, directors or senior executive officers of such stockholder, the number and appoint­ments of whom shall be determined by the Chairman of the Board.  The Property Management Committee shall have general supervision and control over the real estate, physical plant and property, equipment and construction of new facilities, whether owned or leased by Wakefern, and shall administer the same subject to the supervision and control of the Board of Directors.

Section 4.  Nominating Committee.  The Nominating Committee shall be a standing committee composed of not less than five (5) nor more than nine (9) persons, each of whom shall have the qualifications for being a director as set forth in Section 3

of Article V, and the number and appointments of whom shall be determined by the Chairman of the Board.  At least one (1) member of the Nominating Committee shall be a director.  The Chairman of the Nominating Committee shall be a director and shall be appoint­ed by the Chairman of the Board.  The Nominating Committee shall make annual recommendations to the stockholders of Wakefern with respect to candidates for election to the Board of Directors at the annual meeting of stockholders.

Section 5.  Trade Name and Trademark Committee.  The Trade Name and Trademark Committee (hereinafter, "TTC") shall be a standing committee composed of not less than five (5) and not more than ten (10) members of the Board of Directors who shall be appointed annually by the Chairman of the Board.  No member of the TTC shall serve for more than three (3) successive one (1) year terms except upon approval by the affirmative vote of not less than sixteen (16) directors.  A quorum of the TTC shall consist of one (1) more than a majority of its members and action by the TTC shall require the affirmative vote of a majority of the members thereof present and voting at a meeting at which a quorum is present.  Any member of the TTC may be removed there­from at any time, with or without cause, by the affirmative vote of not less than fourteen (14) directors.  The TTC shall consider and recommend to the Board of Directors action with respect to the following:  (i) granting of licenses to stockholders to use the trade names "Shop Rite" and such other trade names and trademarks as may be owned, controlled or developed by Wakefern, and the related trademarks, service ­marks and logotypes, in connection with proposed business activi­ties; (ii) establishing the terms and conditions of each such license, including the form of license agreement between Wakefern and its stockholders and amendments or modifications thereof; (iii) new uses of the "Shop Rite" trade name and trademark and such other trade names and trademarks as may be owned, controlled or developed by Wakefern; (iv) current uses of the "Shop Rite" trade name and trademark and logo­type, including assessing the desirability of obtaining addition­al legal protection therefor; and (v) use of Wakefern's trade ­names, trademarks and logotypes, including "Shop Rite" and such other trade names and trademarks as may be owned, controlled or developed by Wakefern, by persons who are not eligible under these By-Laws to make site applications to the Site Development Committee.

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Section 6.  Other Committees.  The Chairman of the Board or Board of Directors may, by resolution, from time to time create such other committee or committees composed of not less than three (3) persons who are affiliated with stockholders of Wakefern either as directors, officers or employees of such stockholders, or other persons designated by any such stockholder for the purpose, to advise the Board of Directors, and the officers and employees of Wakefern, with respect to such matters as the Board of Directors shall deem advisable and with such functions, powers and authority as the Board of Directors shall by resolution prescribe; provided, however, that no such com­mittee shall exercise any of the powers or authority of the Board of Directors in the management of the business and affairs of the Corporation.

Section 7.  Rules and Procedures.  Unless otherwise specifically provided in these By-Laws, a quorum of any committee shall consist of a majority of the members of such committee and all actions by such committee shall be by a majority of all of the members thereof.  The majority of all of the members of any committee duly appointed as provided in this Article may fix its own rules of procedure and the time and place of its meetings, unless the Board of Directors shall otherwise provide.  Except as otherwise provided in these By-Laws, the Chairman of the Board or the Board of Directors shall have the power to change the number of members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time.  Each such committee shall keep minutes of its acts and proceedings and shall report all significant action taken by such committee to the Board of Directors.

ARTICLE VII

EXECUTIVE OFFICERS AND OPERATING OFFICERS

Section 1.  Number.  The executive officers of Wakefern shall be a Chairman of the Board, one (1) or more Vice Chairmen, a Secretary and a Treasurer.  The Board of Directors shall deter­mine the number of Vice Chairmen and may from time to time elect such other executive officers as it may deem desirable, including one (1) or more Assistant Secretaries and one (1) or more Assis­tant Treasurers.  The operating officers of Wakefern shall be the President, the Executive Vice President and such subordinate officers as may be appointed in accordance with the provisions of Section 2 of this Article VII.  Except as otherwise prohibited by the New Jersey Business Corporation Act or these By-Laws, one (1) person may hold the offices and perform the duties of any two (2) or more of said officers.

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Section 2.  Subordinate Officers.  In addition to the officers enumerated in Section 1 of this Article VII, Wakefern may have such subordinate officers as the Board of Directors or the President may deem necessary (including, but not limited to, one (1) or more Vice Presidents), each of which subordinate officers shall have such authority and perform such duties as are determined by the President.  The President shall have the power to appoint or remove any subordinate officer.

Section 3.  Qualifications, Election and Term of Office. Only persons (a) who are directors of Wakefern and (b) who bene­ficially own five percent (5%) or more of the voting stock of a corporate stockholder of Wakefern shall be eligible to be Chair­man of the Board, a Vice Chairman, Secretary, an Assistant Secretary, Treasurer, an Assistant Treasurer or other executive officer.  No operating officer shall be a director of Wakefern.  Unless otherwise approved by the affirmative vote of fourteen (14) directors, no operating officer shall be affiliated with any stockholder of Wakefern, whether by stock ownership, officership, directorship, employment, family relationship by blood or marriage, or otherwise.  Except for subordinate officers who shall be appointed by the President as set forth in Section 2 of this Article VII, all executive officers and the President and Executive Vice President shall be elected by the Board of Directors.  Each officer shall hold office until his successor is chosen and shall have qualified or until his earlier death, resig­nation or removal.

Section 4.  Removal.  Any officer elected by the Board of Directors may be removed, either with or without cause, at any time, by the affirmative vote of at least fourteen (14) directors.

Section 5.  Resignations.  Subject to the terms of any agreement as to his services, any officer elected by the Board of Directors and any subordinate officer may resign at any time by giving written notice to the Board of Directors or the President, respectively.  Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein; the acceptance of such resignation shall not be necessary to make it effective.

Section 6.  Vacancies.  A vacancy in any office because of death, resignation, removal or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for election or appointment to such office.

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Section 7.  The Chairman of the Board.  The Chairman of the Board shall be the chief executive officer of Wakefern.  He shall preside at all meetings of the stockholders and of the Board of Directors.  Subject to the control of the Board of Directors, he shall provide general leadership in matters of policy and planning and formulate recommendations to the Board of Directors for its action and decision.  Except as otherwise provided in these By-Laws, in the absence or disability of the Chairman of the Board, his duties shall be performed and powers may be exercised  by the most senior Vice Chairman able to perform such duties and exercise such powers.  The Chairman of the Board shall also have such other powers and perform such other duties as are prescribed by these By-Laws or as from time to time may be assigned to him by the Board of Directors.

Section 8.  The Vice Chairmen.  The Board of Directors shall elect one or more Vice Chairmen whose seniority shall be determined by the order of their election.  Each Vice Chairman shall assist the Chairman of the Board and shall have such powers and perform such duties as may, from time to time, be assigned to him by the Board of Directors or the Chairman of the Board.  In the absence or disability of the Chairman of the Board, the most senior Vice Chairman shall preside at all meetings of the stock­holders and of the Board of Directors, and perform all duties and exercise all powers of the Chairman of the Board.

Section 9.  The President.  Subject to the control of the Board of Directors and the Chairman of the Board, the President shall be the chief operating officer.  As such, he shall perform or have performed all duties incident to the day-to-day management

of the operations of Wakefern and shall make recommendations on matters of policy and planning to the Board of Directors and executive officers.  In the absence or disability of the Presi­dent, his duties shall be performed and powers may be exercised by the Executive Vice President, by any officer designated by the Board of Directors or the Chairman of the Board.  The President also shall have such other powers and perform such other duties as are prescribed by these By-Laws or as from time to time may be assigned to him by the Board of Directors or the Chairman of the Board.

Section 10.  The Executive Vice President.  The Executive Vice President shall assist the President in the day-to-day manage­ment of the business operations of Wakefern and shall have such powers and perform such duties as may, from time to time, be assigned to him by the Board of Directors or the President.  In the absence or disability of the President, the Executive Vice President shall perform all duties and exercise all powers of the President.

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Section 11.  The Secretary.  The Secretary shall keep or cause to be kept in books provided for the purpose the minutes of the meetings of the stockholders, of the Board of Directors and of all committees created by the Board of Directors; shall give, or cause to be given, all notices required by the provisions of these By-Laws or as required by law; shall be custodian of the records and of the seal of Wakefern and see that the seal is affixed to all documents the execution of which on behalf of Wakefern under its seal is duly authorized; shall keep or cause to be kept a register of the name and post office address of each stockholder, and make or cause to be made all proper changes in such register; shall see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and in general, shall perform all duties incident to the office of Secretary and shall have such other powers and perform such other duties as are prescribed by these By-Laws or as from time to time may be assigned to him by the Board of Directors or the Chairman of the Board.

Section 12.  Assistant Secretaries.  The Assistant Secre­taries shall have such powers and perform such duties as are pre­scribed by these By-Laws or as from time to time may be assigned to them by the Board of Directors or the Chairman of the Board.

Section 13.  The Treasurer.  The Treasurer shall give such bond, if any, for the faithful performance of his duties as the Board of Directors or the Chairman of the Board shall require. He shall have charge and custody of, and be responsible for, all funds and securities of Wakefern, and shall deposit all such funds in the name of Wakefern in such banks, trust companies or other depositories as shall be selected in accordance with the provis­ions of these By-Laws; shall render a statement of the condition of the finances of Wakefern at all regular meetings of the Board of Directors, if called upon to do so, and a full financial report at the annual meeting of the stockholders if called upon to do so; shall be responsible for receiving, and giving receipts for, monies due and payable to Wakefern from any source whatsoever; and, in general, shall perform all the duties incident to the office of Treasurer and shall have such other powers and perform such other duties as are prescribed by these By-Laws or as from time to time may be assigned to him by the Board of Directors or the Chairman of the Board.

Section 14.  Assistant Treasurers.  Each of the Assistant Treasurers shall give such bond, if any, for the faithful perfor­mance of his duties as the Board of Directors or the Chairman of the Board shall require.  The Assistant Treasurers shall have such powers and perform such duties as are prescribed by these By-Laws or as from time to time may be assigned to them by the Board of Directors or the Chairman of the Board.

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Section 15.  Remuneration of Directors.  No member of the Board of Directors, whether or not an executive officer, shall at any time receive any salary, compensation for services, benefit or gain while a member of the Board of Directors.

ARTICLE VIII

CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

Section 1.  Authority to Execute Contracts, Etc.  The Board of Directors may authorize any officer or officers, agent or agents, or employee or employees of Wakefern to enter into any contract or execute and deliver any instrument in the name and on behalf of Wakefern, and such authority may be general or confined to specific instances.

Section 2.  Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of Wakefern shall be signed on behalf of Wakefern by such officer or officers, or employee or employees, of Wakefern as shall from time to time be determined by resolution of the Board of Directors.  Each of such officers and employees shall give such bond, if any, as the Board of Directors may require.

Section 3.  Deposits.  All funds of Wakefern shall be deposited from time to time to the credit of Wakefern in such banks, trust companies or other depositories as the Board of Directors may from time to time designate, and, for the purpose of such deposit, any person designated by the Board of Directors may endorse, assign and deliver checks, drafts, and other orders for the payment of money which are payable to the order of Wakefern.

Section 4.  General and Special Bank Accounts.  The Board of Directors may from time to time authorize the opening and keep­ing with such banks, trust companies or other depositories as it may designate of general and special bank accounts, and it may make such special rules and regulations with respect thereto, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

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                    Section 5.  Voting Securities of Other Corporations.  Unless otherwise provided by resolution of the Board of Directors, the Board of Directors may from time to time appoint an agent or agents of Wakefern, in the name and on behalf of Wakefern, to cast the votes which Wakefern may be entitled to cast as a stockholder or otherwise in any other corporation any of whose shares or other securities may be held by Wakefern, at meetings of the holders of the shares or other securities of such other corporation, or to consent or dissent in writing to any action by such other corpor­ation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent or dis­sent, and may execute or cause to be executed in the name and on behalf of Wakefern and under its corporate seal, or otherwise, all such written proxies or other instruments as the Board of Direc­tors may deem necessary or proper.

ARTICLE IX

RESTRICTIONS ON TRANSFER OF STOCK

Section 1.  Restrictions on Transfers.  No shares of stock of Wakefern shall be sold, assigned, transferred, pledged, or otherwise disposed of or encumbered (whether by operation of law or otherwise), except in a manner required or expressly permitted by this Article.

Section 2.  Escrow of Wakefern Stock.  The certificates representing the shares of capital stock of Wakefern owned by each stockholder shall at all times be held in escrow by Wakefern and shall remain in Wakefern's possession.  The certificates repre­senting such shares shall be duly endorsed to Wakefern by each stockholder or shall have stock powers attached to such certifi­cates duly endorsed to Wakefern by such stockholder.  At such time as the stockholder shall be required to sell or deliver all of the shares of capital stock of Wakefern owned by such stockholder, Wakefern shall, without notice or demand, be authorized and en­titled to take such action as shall be necessary to transfer title to such shares to Wakefern.  Upon the request of the Board of Directors, each stockholder shall execute and deliver to Wakefern such agreements, documents or other papers necessary to further effectuate the escrow arrangement created hereby.

Section 3.  Right of Wakefern to Require Sale of All Stock.  Wakefern shall have the right and option at any time to purchase all, but not less than all, of the shares of capital stock of Wakefern owned by any stockholder upon the affirmative vote of at least fourteen (14) members of the Board of Directors then holding office at a special meeting duly called upon written notice setting forth such purpose, but only in the event that the Board of Directors affirmatively finds that good cause exists for requiring such stockholder to sell his or its stock to Wakefern and terminate his or its relationship with Wakefern.  For purposes of this Section 3, "good cause" shall mean any of the following:

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(a)  the filing of a petition for relief under Title 11 of the United States Code by or against the stockholder; or the consent, acquiescence or taking of any action by the stockholder, or the filing by or against the stockholder of any petition or action looking to or seeking any reorganization, arrangement, com­position, readjustment, liquidation, dissolution or similar relief under any other present or future statute, law or regulation; or the appointment, with or without the consent of the stockholder, of any trustee, custodian, receiver or liquidator of the stock­holder or any property or assets of the stockholder; or if the stockholder shall make an assignment for the benefit of creditors or shall be unable to pay its debts as they become due; or

(b)  if the stockholder shall no longer be engaged in a Shop Rite supermarket business serviced by Wakefern; or

(c)  if the stockholder or person controlling (as such term is defined in Section 3 of Article V of these By-Laws) the stockholder, directly or indirectly through one or more inter­mediaries or subsidiaries, (1) controls, is active in the manage­ment of, sits on the Board of Directors of, or owns or acquires more than (i) 4.9% of the capital stock or any class of voting stock of any person or entity which, directly or indirectly through one or more intermediaries or subsidiaries, owns or operates one or more supermarkets or retail food outlets, other than Shop Rite supermarkets, in any of the States of New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia, Connecticut, Massachusetts, Rhode Island, Vermont, New Hampshire or Maine or in Washington, D. C. or (2) such stockholder or person controlling such stockholder discloses to such other person or entity (des­cribed in clause (1) hereof) confidential information in respect of the business or operations of Wakefern or its affiliates; or

(d)  if all or any part of the capital stock of Wakefern held by an individual shall be transferred in a manner that would not be permitted under Section 9 of this Article; or

(e)  if, within thirty (30) days after the Board of Directors notifies the stockholder in writing of the Board's determination that the stockholder has violated or failed to perform or observe, in any material respect, any provision of these By-Laws, any rules and regulations adopted by the Board of Directors or any Committee established by these By-Laws (includ­ing, without limitation, the Wakefern Investment Policy and any policy relating to standards of ethical business conduct), or any agreement with Wakefern to which such stockholder, or any business in which such stockholder has a controlling interest, is a party, including, without limitation, any trademark license agreement or stock escrow agreement, such stockholder shall not have completely remedied such violation or failure to perform or observe or if such violation or failure to perform or observe is non-financial in nature, such stockholder shall not have promptly commenced and diligently pursued all steps necessary to remedy such violation or failure to perform or observe; or

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(f)  if the stockholder or person controlling (as such term is defined in Section 3 of Article V of these By-Laws) the stockholder, directly or indirectly through one or more intermedi­aries or subsidiaries, owns or acquires more than 4.9% of the capital stock or any class of voting stock and/or takes part in the management or serves on the Board of Directors of any person or entity which, directly or indirectly through one or more inter­mediaries or subsidiaries, owns or operates a business which com­petes with Wakefern in any of the States enumerated in Section 3(c) of this Article IX, or such stockholder discloses to such other person or entity confidential information in respect of the business or operations of Wakefern or its affiliates;

(g)  if a stockholder, a person either directly or in­directly through one or more intermediaries or subsidiaries, con­trolling a stockholder or a person either directly or indirectly through one or more intermediaries or subsidiaries, who owns five percent (5%) or more of the voting stock of a corporate stock­holder and who is active in the management of such corporate stockholder (i) gives Wakefern written notice of termination of any of the guarantees of the obligations, debts or liabilities of such stockholder previously given to Wakefern, or (ii) having been requested by Wakefern (acting by majority vote of the Board of Directors of Wakefern) to provide such a guarantee to Wakefern and/or to secure such guarantee, fails to do so within thirty (30) days after being notified of such request; or

(h)  if (i) a stockholder shall sell or otherwise dispose of all or substantially all of the Shop Rite supermarket business of such stockholder in a single transaction or in a series of re­lated transactions, or (ii) a stockholder shall merge or consoli­date with another entity (irrespective of whether such stockholder is the surviving, resulting or disappearing entity), or (iii) a change in control (as "control" is defined in Section 3 of Article V of these By-Laws) of a stockholder shall take place, and if any purchaser, transferee or successor (an "Acquiring Party") in any of the transactions described in (i), (ii) or (iii) is an "Unqual­ified Successor", as hereinafter described.  In the event any such transaction involving a stockholder is contemplated, such stock­holder shall give written notice thereof to Wakefern (the "Trans­action Notice"), which Notice shall contain information regarding the proposed transaction and each proposed Acquiring Party, includ­ing an identification and business experience resume of each per­son who it is anticipated will be directly responsible for manag­ing the Shop Rite supermarket business involved in such trans­action (the "New Management"), all in sufficient detail to enable the Board of Directors to make an informed decision as to whether or not such Acquiring Party is an Unqualified Successor.  If, within forty-five (45) days following receipt of the Transaction Notice, Wakefern shall not have notified such stockholder that the Board of

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Directors has concluded that the Acquiring Party is an Unqualified Successor, the transaction described in the Trans­action Notice shall not, if consummated in the manner described in the Transaction Notice, constitute "cause" under this Section 3.  For purposes of this subparagraph (h), an Acquiring Party shall be deemed to be an Unqualified Successor if the Board of Directors, by an affirmative vote of fourteen (14) directors, concludes or finds that the Acquiring Party, any person controlling the Acquir­ing Party or any member of the New Management:  has previously been convicted of any criminal activity involving moral turpitude or of such nature as would be likely to be damaging to the reputa­tion of Wakefern or the "Shop Rite" name and goodwill; has a history of defaulting on its financial obligations or is believed by the Board to be a poor credit risk for Wakefern; has not given Wakefern reasonable assurances of the Acquiring Party's intention to continue to operate the Shop Rite supermarket business involved in the transaction with experienced management; or does not possess a high moral character.  Notwithstanding the foregoing, if any transaction of the type described in the first sentence of this subparagraph (h) is to be undertaken by a stockholder or a person controlling such stockholder with a proposed Acquiring Party which is itself a stockholder of Wakefern or a person con­trolling such stockholder, the Acquiring Party shall be deemed not to be an Unqualified Successor unless either: (1) the combined volume of purchases from Wakefern of the stockholder and the Acquiring Party during the most recently completed fiscal year of Wakefern prior to the Transaction Notice (which shall be required to be given as provided above) is equal to or greater than thirty percent (30%) of Wakefern's total sales during such fiscal year, and if such combined sales exceed such percentage, the Acquiring Party shall ipsofacto be deemed to be an Unqualified Successor, without regard to any of the criteria set forth in the preceding sentence; or (2) the Board of Directors, by an affirmative vote of fourteen (14) directors, concludes or finds that the combined business of the transferring stockholder and the Acquiring Party would not be of sound financial condition or with respect to which the continued granting of credit of Wakefern would pose a serious risk of loss to Wakefern, or (3) the Acquiring Party fails to comply with any reasonable conditions designed to prevent any serious risk of loss to Wakefern which conditions may be imposed by the Board of Directors in giving its approval to any such transfer (such as additional collateral security for Wakefern) which the Board deems necessary or appropriate in order to protect the interests of Wakefern; or

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(i)  if a stockholder shall sell or otherwise transfer all or any part of its supermarket assets or business to another Wakefern stockholder and if the combined volume of purchases from Wakefern of the transferred supermarket business and of the trans­feree during the most recently completed fiscal year of Wakefern prior to the transfer exceed thirty percent (30%) of Wakefern's total sales during such fiscal year; or

(j)  if any report or a certificate required to be sub­mitted to Wakefern under these By-Laws, the rules and regulations of Wakefern or any agreement with Wakefern knowingly or fraud­ulently misrepresents or fails to state any material fact; or

(k)  if, in the opinion of the Wakefern Board of Directors (which determination shall be binding on the stock­holders), a stockholder shall fail to comply in any material respect with the Standards of Business Conduct as established or amended from time to time by the Wakefern Board of Directors; or

(l)  if a stockholder or any person directly or indirect­ly owning or controlling such stockholder shall fail to notify Wakefern in writing within ten (10) business days after it has become aware of (i) any person or entity acquiring five percent (5%) or more of the capital stock or any class of voting secur­ities of such stockholder, (ii) any person or entity owning five percent (5%) or more of the capital stock or any class of voting securities of such stockholder acquiring an additional two percent (2%) or more of the capital stock or any class of voting secur­ities of such stockholder, (iii) any change in the executive officers of such stockholder or (iv) any person or entity owning five percent (5%) or more of the capital stock or any class of voting securities of a stockholder (1) acquiring or owning more than fifteen (15%) of the capital stock or any class of voting securities of any supplier of Wakefern or (2) taking part in the management of such supplier.  For the purposes of this Section 3(1), in order for the notice provision contained in clause (iv) to be effective, such person or entity must agree in a certificate accompanying such notice to refrain from influencing Wakefern in any matter pertaining to the relationship between Wakefern and such supplier; or

(m)  if a stockholder shall purchase or otherwise acquire from any person or entity existing supermarket assets or business and if the volume of purchases from Wakefern by the acquiring stockholder, after giving effect to such acquisition, during the fiscal year of Wakefern in which such acquisition was effected or the immediately succeeding fiscal year of Wakefern exceed thirty percent (30%) of Wakefern's total sales during such fiscal year.

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Promptly following such affirmative vote by the Board of Directors to purchase all of the shares of capital stock of Wake­fern owned by such stockholder, as above provided, written notice thereof (the "notice of purchase") shall be given to such stock­holder (or to the personal representative of such stockholder if the stockholder is deceased), at the stockholder's address on the stockholder records of Wakefern, by registered or certified mail, return receipt requested.  Upon receipt of such notice, such stockholder (or his personal representative) shall thereupon be obligated to sell, assign, transfer and deliver to Wakefern, and Wakefern shall thereupon be obligated to purchase, all of the shares of stock of Wakefern owned by such stockholder out of funds legally available therefore at the price specified in Section 6 of this Article, which price shall be payable in the manner provided in Section 7 of this Article.

Section 4.  Right of Wakefern to Require Sale By Stock­holder of Part of Common B Stock and Common C Stock.

(a)  If at any time the investment of a stockholder in Wakefern Common B or Common C stock exceeds the minimum investment required under the Wakefern Investment Policy, as then in effect, referred to in Article XI of these By-Laws, Wakefern shall have the right, exercisable by written notice to such stockholder (the "notice of purchase") sent by registered or certified mail, return receipt requested, to require such stockholder to sell to Wakefern the number of shares of such stock constituting such stockholder's excess investment.

(b)  The purchase price payable to the selling stock­holder for such stockholder's excess investment stock and the manner of payment thereof shall be determined pursuant to Sections 6 and 7 of this Article.

Section 5. Right of Stockholder to Sell Stock and Indebtedness to Wakefern.

(a)  Each stockholder shall have the right at any time to require Wakefern to purchase all, but not less than all, of such stockholder's capital stock and indebtedness of Wakefern out of funds legally available therefor.  For purposes hereof, such in­debtedness shall include demand loans made by the stockholder to Wakefern, site deposits made by the stockholder and certificates of indebtedness of Wakefern issued to the stockholder to evidence Wakefern's obligation to issue additional capital stock to the stockholder.

(b)  The right of a stockholder (a "selling stockholder") to sell stock and indebtedness to Wakefern pursuant to this Section shall be exercisable by written notice from the selling stockholder to Wakefern (the "notice of sale"), addressed to the Chairman of the Board at the principal office of Wakefern, sent by registered or certified mail, return receipt requested.  Wakefern shall consummate the purchase of the selling stockholder's stock and indebtedness at a time and date to be determined in the sole discretion of Wakefern, but in no event sooner than thirty (30) days or later than ninety (90) days after Wakefern's receipt of the selling stockholder's notice of sale.

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(c)  The purchase price payable to the selling stock­holder for such stockholder's stock and the manner of payment thereof shall be determined pursuant to Sections 6 and 7 of this Article.  The purchase price payable to the selling stockholder for indebtedness of such stockholder shall be the face or prin­cipal amount thereof plus accrued interest thereon, if any, to the date of payment.

Section 6.  Purchase Price For Stock.  The purchase price for each share of stock purchased by Wakefern from a stockholder pursuant to Sections 3 or 4 of this Article shall be the higher of (1) One Hundred Dollars ($100.00) or (2) the book value of such

share as of the last day of the most recently completed fiscal year of Wakefern next preceding the date on which Wakefern gives a notice of purchase to such stockholder pursuant to Sections 3 or 4 of this Article, as the case may be.  The determination of book value shall be made by the then acting independent public accoun­tants for Wakefern, in accordance with generally accepted account­ing principles, consistently applied, which determination shall be final, conclusive and binding upon the selling stockholder and Wakefern.  Upon receipt by Wakefern of such accountant's written report of such determination, a copy thereof shall be promptly delivered to the selling stockholder.

The purchase price for each share of stock purchased by Wakefern from a stockholder pursuant to Section 5 of this Article shall be One Hundred Dollars ($100.00).

Section 7.  Payment of Purchase Price.

(a)  Wakefern shall notify the selling stockholder of the time and date of the closing of each sale pursuant to this Article (the "closing"), by written notice to the selling stockholder sent by registered or certified mail, return receipt requested, to the selling stockholder at its address appearing on the share records of Wakefern not less than thirty (30) days prior to such closing date.  Each such closing shall take place at the principal office of Wakefern.

(b)  In the event of the purchase of shares of stock by Wakefern from a stockholder pursuant to Sections 3, 4 or 10 of this Article, the total purchase price for such stockholder's stock and indebtedness shall be paid to such stockholder at the closing.

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(c)  In the event of the purchase of shares of stock by Wakefern pursuant to Section 5 of this Article, the total purchase price shall be paid as follows:

(1)  In the case of a selling stockholder whose dollar volume of purchases from Wakefern was less than three percent (3%) of Wakefern's total net sales during the fiscal year of Wakefern next preceding the fiscal year of Wakefern in which the notice of sale pursuant to Section 5 of this Article is received, the total purchase price for such selling stockholder's stock and indebted­ness shall be paid to such stockholder at the closing.

(2)  In the case of a selling stockholder whose dollar volume of purchases from Wakefern was equal to or in excess of three percent (3%), but less than five percent (5%), of Wakefern's total net sales during the fiscal year of Wakefern next preceding the fiscal year of Wakefern in which the notice of sale pursuant to Section 5 of this Article is received, the total purchase price for such selling stockholder's stock and indebtedness shall be paid in a lump sum, without interest, to such stockholder on the first anniversary of the closing.

(3)  In the case of a selling stockholder whose dollar volume of purchases from Wakefern was equal to or in excess of five percent (5%), but less than ten percent (10%), of Wakefern's total net sales during the fiscal year of Wakefern in which the notice of sale pursuant to Section 5 of this Article is received, the total purchase price for such selling stockholder's stock and indebted­ness shall be paid in a lump sum, to such stockholder on the second anniversary of the closing, which payment shall be made together with interest thereon from the first anniversary of the closing to the date of payment at a rate per annum equal to two (2) percentage points below the Prime Rate (as hereinafter defined); provided, however, that the rate of interest payable to such stock­holder shall in no event exceed ten percent (10%) per annum.

(4)  In the case of a selling stockholder whose dollar volume of purchases from Wakefern was equal to or greater than ten percent (10%) of Wakefern's total net sales during the fiscal year of Wakefern in which the notice of sale pursuant to Section 5 of this Article is received, the total purchase price for such selling stockholder's stock and indebtedness shall be paid in a lump sum, without interest, to such stockholder on the third anniversary of the closing, which payment shall be made together with interest thereon from the first anniversary of the closing to the date of payment at a rate per annum equal to two (2) percentage points below the Prime Rate (as hereinafter defined); provided, how­ever, that the rate of interest payable to such stock­holder shall in no event exceed ten percent (10%) per annum.

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(5)  For purposes of this subparagraph (c), the term "Prime Rate" shall mean the rate of interest charged from time to time by The Chase Manhattan Bank, N.A. on ninety (90) day loans to its most responsible and credit-worthy borrowers.

(d)  Upon the determination of the Board of Directors in accordance with Section 3 of this Article that a stockholder is required to sell its stock to Wakefern, or upon the sale of any shares to Wakefern by a stockholder, any and all indebtedness or other obligations owed to Wakefern by such selling stockholder shall immediately become due and payable without demand or notice. Wakefern shall be entitled to deduct from the payment of the pur­chase price payable to such stockholder the full amount of such indebtedness or obligations.  Nothing herein shall limit or pre­vent Wakefern from exercising all remedies available to it by law or in equity or in accordance with any agreement for the collect­ion of any indebtedness, all prior to the payment by Wakefern of the purchase price payable to the selling stockholder.

(e)  In the event that at any time the surplus of Wake­fern shall be insufficient to enable Wakefern to purchase or make any payment due with respect to shares of Wakefern which it is obligated or elects to purchase pursuant to this Article, Wakefern shall forthwith, at such times as may be necessary, take appro­priate steps, if legally possible, to effect a sufficient re­duction of its stated capital to enable such purchase or payment to be made.

Section 8.  Cessation of Dealing with Wakefern.  Effective upon the closing of the purchase by Wakefern of all the shares of stock of a stockholder, or upon the determination of the Board of Directors in accordance with Section 3 of this Article that such stockholder is required to sell its stock to Wakefern, its relationship with Wakefern shall be terminated.  Thereupon, Wakefern shall cease to be obligated to sell merchandise to said selling stockholder or to provide any other services which are rendered or provided by Wakefern to its stockholders generally.  Anything herein or in Article XII of these By-Laws to the contrary notwithstanding, the Board of Directors in its sole discretion and upon the request of a selling stockholder, may but shall not be obligated to permit such selling stockholder to continue to re­ceive merchandise and/or services from Wakefern for such period and upon such terms and conditions as the Board shall determine.

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Section 9.  Permissive Transfers of Stock.

Any individual stockholder may sell, transfer, or assign, by gift, bequest or otherwise, all or any part of his capital stock of Wakefern to (i) one or more of his parents, lineal descendants or spouse, provided, that each such permitted transferee is an adult and is active in the management of the business of such transferor stockholder which is serviced by Wakefern, (ii) an "Acquiring Party" who is not an "Unqualified Successor", as those terms are defined and used in subparagraph (h) of Section 3 of this Article, or (iii) a transferee Wakefern stockholder in a transaction that would not constitute "cause" pursuant to subparagraph (i) of Section 3 of this Article; provided, further, that such stock­holder or any proposed transferee shall not be in default of the performance of any obligations or observance of any provision of these By-Laws, any rules or regulations adopted by the Board of Directors or any committee thereof established by these By-Laws (including, without limitation, the Wakefern Investment Policy and payment policies), or any agreement with Wakefern to which such stockholder or transferee, or any business in which such stock­holder or transferee has a controlling interest, is a party, in­cluding, without limitation, any trademark license agreement, stock escrow agreement or supply and security agreement.  Each per­mitted transferee must execute and deliver to Wakefern an agree­ment, on a form prescribed by the Board of Directors, to observe and abide by these By-Laws, as amended from time to time, all rules and regulations of Wakefern and all agreements with Wakefern (including guarantees) to which the transferor-stockholder is party at the time of such transfer.

Section 10.  Mandatory Reacquisition of Common A Stock In Certain Events.

(a)  If at any time the control (as defined in Article V, Section 3 of these By-Laws) of a stockholder ("acquired stock­holder") is transferred, directly or indirectly, to one (1) or more other stockholder(s), the Common A Stock of such acquired stockholder, and of the individual or individuals who were share­holders of such acquired stockholder immediately prior to such acquisition, shall, as of the effective date of such transfer, be deemed to have been offered for sale to Wakefern and Wakefern shall be deemed to have accepted such offer.

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(b)  If at any time a stockholder ("transferring stock­holder") transfers, directly or indirectly, any substantial part of its supermarket assets and business to one (1) or more other stockholders or persons or entities controlling such other stock­holder(s), the Common A Stock of such transferring stockholder and of the individual or individuals who were shareholders of such transferring stockholder immediately prior to such transfer shall, as of the effective date of such transfer, be deemed to have been offered for sale to Wakefern and Wakefern shall be deemed to have accepted such offer.

(c)  The purchase price payable to the acquired stock­holder for such stockholder's Common A Stock and the manner of payment thereof shall be determined pursuant to Sections 6 and 7 of this Article.

Section 11.  Reissuance and Sale of Common A Treasury Stock To Stockholders.  In the event Wakefern shall acquire Common A Stock from any stockholder, such Common A Stock shall be resold by Wakefern as soon thereafter as is practicable, but in any event no later than three (3) months following such acquisition.  Since it is in the best interests of Wakefern and its stockholders that the Common A Stock be evenly distributed among the stockholders (irrespective of class), such stock shall be offered for resale by Wakefern to such persons or businesses as shall be designated by the Board and as will avoid concentration in the ownership of Common A Stock and result in the widest possible distribution of Common A stock among all stockholders of Wakefern.  The sales price of each share of stock resold pursuant to the provisions of this Section 11 shall be One Hundred Dollars ($100.00).

ARTICLE X

USE OF SHOP RITE NAME AND OTHER TRADE NAME

AND TRADEMARKS OF WAKEFERN

No stockholder shall use or permit the use of the "Shop Rite" name, logotype or mark as a trade name, trademark, or service mark, or any other trade names or trademarks of Wakefern, except after application to and approval by, and upon such terms and conditions (including compensation for such use), as may be established by the Board of Directors, and its use must comply with the image and goodwill associated with "Shop Rite" as has been developed by Wakefern and its members, and as articulated by the Board of Directors from time to time.

ARTICLE XI

INVESTMENT REQUIREMENTS OF STOCKHOLDERS

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Each stockholder shall be required to make additional investments in capital stock of Wakefern pursuant to the Wakefern Investment Policy established by the Board of Directors, with the advice of the Finance Committee.  The investment policy may be modified from time to time by the affirmative vote of not less than fourteen (14) members of the Board of Directors as the needs of Wakefern require.  Investment requirements shall be based upon the dollar volume of purchases from Wakefern of each stockholder.  To evidence their additional investments, stockholders shall receive Class C Stock, except that stockholders owning more than thirty (30) shares of Class A Stock shall receive only Class B Stock.  The purchase price for each share of stock issued and sold pursuant to the Wakefern Investment Policy shall be the book value of such share as of the last day of the fiscal year of Wakefern immediately preceding the date of such issuance/and sale.  The Board of Directors, by a vote of not less than fourteen (14) directors, shall have the power from time to time to determine, on a uniform basis as to all Wakefern stockholders, the ratio between the required minimum investment of each stockholder per store and such stockholder's average weekly purchases per store from Wake­fern and shall also have the power to determine the method of arriving at such average weekly purchases and to set minimum and maximum amounts of required investment.

ARTICLE XII

RIGHT TO RECEIVE MERCHANDISE AND SERVICE FROM WAKEFERN

Except as herein provided, only stockholders in good standing who are parties to a valid and subsisting Trademark License Agreement with Wakefern entitling such stockholders to use the trademark "ShopRite" who submit two (2) financial statements a year (year-end and mid-year) to Wakefern's Chief Financial Officer and who do not, absent a specific waiver by an affirmative vote of fourteen (14) members of the Board, directly or indirectly oper­ate, or own a controlling interest in any non-ShopRite supermarket or retail outlet engaged in the sale of product which is distri­buted by Wakefern doing business in any of the states mentioned in subparagraph (c) of Section 3 of Article IX of these By-Laws and whose principals, partners or owners who directly or indirectly, through one (1) or more intermediaries or subsidiaries, own five percent (5%) or more of the voting stock of a corporate stockhold­er and who control or, in the case of a company whose shares are publicly traded, are active in the management of such corporate stockholder, have given written guarantees personally guarantying the payment of the obligations, debts or liabilities of such stock

holder to Wakefern, shall be entitled to purchase and receive mer­chandise and services from Wakefern.  In addition to stockholders, persons, entities or businesses who are approved by the Board of Directors or who meet criteria established by the Board of Dir­ectors from time to time may receive merchandise and services from Wakefern on such terms and conditions as may be approved by the Board or its designees.

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No stockholder, person, entity or business shall be supplied with merchandise or services if the Board of Directors shall have determined in accordance with Article IX of these By-Laws that such stockholder is required to sell his or its stock to Wakefern, or if, in the reasonable discretion of the Board of Directors, subject however to the provisions of Article XIII of these By-Laws, such supplying of merchandise or services would adversely affect the continued ability of Wakefern to efficiently and economically continue to service its stockholders, would adversely affect Wakefern's volume, would unreasonably expose Wakefern to financial risks, or would otherwise have an adverse impact on the purchasing, warehousing or distributing activities of Wakefern.

No stockholder of Wakefern, person, entity or business shall be entitled to purchase and receive merchandise and services from Wakefern for sale or use in connection with an establishment operated under a name other than the "Shop Rite" name unless the Board of Directors, in its sole discretion, determines that the operation of such non-"Shop Rite" establishment by a stockholder or stockholders, person, entity or business would not interfere with the continued promotion and development by Wakefern of the "Shop Rite" trademark, trade name, brand name, goodwill, and image, would not interfere with the stockholder's or stockholders' con­tinued responsibilities to promote, develop and further the "Shop Rite" name and image, and would not place existing "Shop Rite" stores, person, business or entity operated by stockholders at a competitive disadvantage through access by the non-"Shop Rite" store (or its management) to competitively significant and/or con­fidential information and/or services provided by Wakefern to its stockholders operating "Shop Rite" stores.

In the event that the supermarket or other business of a stockholder (a "selling stockholder") being serviced by Wakefern is sold or otherwise disposed of, whether by merger, consolid­ation, sale of capital stock, sale of assets or otherwise, the right, if any, of the purchaser or acquiror ("purchasing stock­holder") to become a stockholder of Wakefern in place of the sell­ing stockholder shall not give the purchasing stockholder the right to purchase merchandise or receive any services from Wake­fern for any supermarket or other retail establishment other than those of the selling stockholder which were being serviced by Wake­fern at the time of such sale or other disposition.

ARTICLE XIII

PAYMENT FOR MERCHANDISE PURCHASED FROM WAKEFERN

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"All store statements billed to a stockholder by Wakefern and its subsidiaries, excepting ShopRite Beverages, Inc., shall be due and payable on the Tuesday following receipt of such state­ment, with payment to be effected by wire transfer no later than noon on such Tuesday.  In the event that a statement is not paid in full by such time, the defaulting stockholder shall lose his or its entire prompt payment discount and any other benefits accruing to the stockholder, as determined by the Board of Directors from time to time with respect to timely payments.  In the event that payment due on a given Tuesday is not paid in full by a stockholder by the close of business on the Wednesday following such Tuesday, Wakefern shall charge and the stockholder shall be obligated to pay, a service charge on the unpaid balance from time to time at the rate of one percent (1%) per week, provided, however, that such service charge shall in no event exceed the maximum amount, if any, allowed by applicable law.  In the event that payment due on a given Tuesday is not made in full by the close of business on the Thursday, following such Tuesday, then, unless otherwise deter­mined by the Board of Directors, no further orders shall be accept­ed by Wakefern from, nor merchandise delivered to, the defaulting stockholder, except on a C.O.D. basis, until the entire unpaid balance (including service charge) is paid in full to Wakefern by cash or certified or cashier's check. In the event that a bank holiday falls on Monday or Tuesday of a given week, the payment and late dates established herein shall be delayed to the next succeeding business day.  The failure or refusal of a stockholder to pay any such invoice of Wakefern within five (5) calendar days after written notice of default is given by Wakefern to such stockholder shall be deemed to constitute "good cause" for requiring such stockholder to sell his or its stock to Wakefern within the meaning of Section 3 of Article IX of these By-Laws.

Any and all legal fees and related costs, including, but not limited to, attorneys' fees, experts fees, court costs, secre­tarial, clerical costs, filing fees and recording costs incurred by Wakefern as a result directly or indirectly, of actions or lawsuits threatened or undertaken or commenced by a stockholder or officer, director, affiliate of a stockholder against Wakefern or any of its affiliates, officers, directors, employees, agents, members or stockholders, except to the extent the Member is suc­cessful in whole, on the merits, and obtains a final judgment against Wakefern, shall be billed to the responsible stockholder or stockholders on store statements and shall be promptly paid or reimbursed to Wakefern pursuant to and subject to the terms of this Article XIII."

ARTICLE XIV

SEAL

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The Board of Directors shall provide a corporate seal, which shall bear the name of Wakefern and the words and figures indicating the state and year in which Wakefern was incorporated or such other words or figures as the Board of Directors approve and adopt.

ARTICLE XV

FISCAL YEAR

The fiscal year of Wakefern shall be as determined by the Board of Directors from time to time.

ARTICLE XVI

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given by these By-Laws or the Certificate of Incorporation or the laws of the State of New Jersey, the person entitled thereto may, in per­son or by attorney thereupon authorized, in writing or by tele­graph, telex or cable, waive such notice whether before or after the meeting or other matter in respect of which such notice is to be given, and in such event such notice need not be given to such person and such waiver shall be deemed equivalent to such notice.  Neither the purpose of nor the business to be transacted at such meeting need be specified in any written waiver of notice.  Atten­dance of a person at a meeting shall constitute waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not law­fully called or convened.

ARTICLE XVII

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Wakefern may indemnify, in accordance with and to the full extent permitted by the law of the State of New Jersey as in effect at the time of the adoption of this Article or as such laws may be amended from time to time, any "corporate agent" (as such term is defined in N.J.S. 14A:3-5(1)) of Wakefern, and shall so indemnify such director, officer and member of the Site Develop­ment Committee, who is made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was such a corporate agent of Wakefern or any constituent corporation absorbed in a consolid­ation or merger, or serves or served as such with another corpor­ation, partnership, joint venture, trust, or other enterprise at the request of Wakefern or any such constituent corporation.  Wakefern shall have the right, pursuant to action of the Board of Directors, to purchase and maintain insurance on behalf of any corporate agent of Wakefern against any expenses incurred in any proceeding and any liabilities asserted against him by reason of his being or having been a corporate agent, irrespective of whether or not Wakefern would have the power to indemnify him against such expenses and liabilities under the provisions of this Article or under the provisions of N.J.S. 14A:3-5.

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ARTICLE XVIII

EQUAL TREATMENT OF STOCKHOLDERS

In accordance with the cooperative plan under which Wake­fern is operated, Wakefern shall offer merchandise for sale to all stockholders on a non-discriminatory basis; provided, however, that a stockholder who within thirty (30) days fails to execute any Stockholders' Agreement that is entered into by Wakefern and stockholders whose aggregate purchases of products from Wakefern accounted for fifty-one percent (51%) or more of Wakefern's total sales of product to its members in the fiscal year immediately preceding the date on which such Stockholders' Agreement was entered into by such stockholders shall be assessed a weekly sur­charge on all products and services provided by Wakefern (the total store statement) of three percent (3%); provided, however, the Wakefern Board of Directors may in its sole discretion modify or waive in whole or part such surcharge.

ARTICLE XIX

COOPERATIVE PATRONAGE DIVIDENDS

Section 1.  Wakefern shall operate upon the cooperative plan.

Section 2.  All stockholders or wholly-owned subsidiaries of Wakefern who purchase merchandise from Wakefern shall be "patrons" thereof, as that term currently is defined in Treasury Regulations Section 1.1388-1(e) of the Internal Revenue Code of 1986, as amended (the "Code").

Section 3.  Within a reasonable period of time following the close of each fiscal year, the Board of Directors shall deter­mine, or cause to be determined, the Net Earnings (as defined in Section 7) of Wakefern for the fiscal year.  Thereafter, within the Payment Period (as defined in Section 7) and in the manner provided in Section 4, the Board of Directors shall distribute as a "patronage dividend" to each patron a share of the Net Earnings equal to the patron's Purchaser Percentage (as defined in Section 7) in respect of such fiscal year so that all of said Net Earnings (otherwise termed "patronage") are distributed.  In the event that there is a Net Loss (as defined in Section 7) in respect of a fiscal year, the Board of Directors shall charge as an assessment during the Payment Period to each patron a percentage of such Net Loss equal to such patron's Purchaser Percentage so that all of Net Loss is assessed.

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Section 4.  Unless a patron ceases being a stockholder or wholly-owned subsidiary of Wakefern and/or the Board of Directors directs another method of payment, patronage dividends for each fiscal year of Wakefern shall be paid by allowing a credit against the cost of each patron's purchases made within the Payment Period for such fiscal year.  For all purposes (including, without limitation, federal, state and local income tax purposes), both Wake­fern and each patron shall treat the offset as if the patron paid Wakefern the total amount due on his future purchases, and Wake­fern then distributed the amount equal to the patronage dividend to the patron.

In the event that a patron shall cease being a stock­holder or wholly-owned subsidiary of Wakefern, said patron shall be entitled to patronage dividends for both the prior fiscal year and the fiscal year in which the patron ceases to be a stockholder or wholly-owned subsidiary of Wakefern, as the case may be.  In each case, the amount of such former patron's patronage dividends shall be based upon such patron's Purchases Percentage for the relevant fiscal year.  In the event a former patron is entitled to patronage dividends for the year prior to the fiscal year in which the former patron ceases to be a stockholder or wholly-owned sub­sidiary of Wakefern, as the case may be, but shall not have made sufficient purchases during the current fiscal year to have re­ceived a full offset, as provided in the first paragraph of this Section 4, then, to the extent so unpaid, said patronage dividend will be paid in cash within the Payment Period.

Notwithstanding any other provision of this Article XIX, if a former stockholder or wholly-owned subsidiary of Wakefern is indebted to Wakefern pursuant to Section 3 of this Article due to a Net Loss incurred by Wakefern for such prior fiscal year, the former stockholder or wholly-owned subsidiary, as the case may be, shall pay such amount due in cash within three (3) months after the amount of the Net Loss is determined.

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Section 5.  Wakefern shall have the right to offset against any amount required to be paid as a patronage dividend to any patron any amounts then due and payable by the patron to Wakefern.

Section 6.  The Board of Directors of Wakefern shall allo­cate among the patrons certain administrative, overhead, operation­al and other costs, using such methods of allocation, and charging to the patrons at such times, as are approved from time to time by the Board of Directors.  Until changed by the Board of Directors, (i) the amount of such costs to be allocated to each patron in re­spect of each fiscal year of Wakefern shall be determined by tak­ing the product of such patron's Sales Percentage (as defined in Section 7) for such fiscal year and the Administrative Costs (as defined in Section 7) of Wakefern of such fiscal year and (ii) each patron's allocation, as so determined, shall be billed to such patron in equal weekly installments throughout the fiscal year.  Adjustments to the methods of determining the amount to be allocated to any patron or patrons because of a special circum­stance relating to such patron or patrons (e.g., such patrons are operating a replacement or new store or have been impacted by com­petition) may be established from time to time by the Board of Directors.

Section 7.  For purposes of this Article XIX, the follow­ing terms shall have the meanings assigned to them below:

"Administrative Costs" means, with respect to any fiscal year of Wakefern, all administrative, overhead, operational and other costs and expenses included in the Annual Profit Plan of Wakefern approved by the Board of Directors no later than thirty (30) days after the beginning of such fiscal year.

"Net Earnings" means, with respect to any fiscal year of Wakefern, the consolidated net earnings of Wakefern for such fis­cal year after taking account of all deductions and expenses (other than the deduction for patronage dividends attributable to such fiscal year), including an expense reserve of not less than $50,000 and not more than of $75,000 and charges for local, state and federal taxes, if any, with respect to such fiscal year (deter­mined after taking account of patronage dividends attributable to (including amounts to be distributed after the close of) such fiscal year).

"Net Loss" means, with respect to any fiscal year of Wake­fern, the consolidated net loss of Wakefern for such fiscal year after taking account of all deductions and expenses (other than the deduction for patronage dividends attributable to such fiscal year), including charges for local, state and federal taxes, if any, with respect to such fiscal year (determined after taking account of patronage dividends attributable to (including amounts to be distributed after the close of) such fiscal year).

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"Payment Period" means, with respect to any fiscal year of Wakefern, the eight and one-half (8-1/2) month period following the close of such fiscal year.

"Purchaser Percentage" means, with respect to each patron, the percentage determined by dividing the aggregate dollar volume of business (computed on the basis that, except pursuant to a resolution of the Board of Directors adopted prior to the be­ginning of the applicable fiscal year, all purchases of all mer­chandise ordered from or through Wakefern are from a single pro­duct department) done by such patron with Wakefern during any fiscal year by the aggregate dollar volume of business (computed on the basis that, except pursuant to a resolution of the Board of Directors adopted prior to the beginning of the applicable fiscal year, all purchases of all merchandise ordered from or through Wakefern are from a single product department) done by all patrons with Wakefern during such fiscal year.

"Sales" means, with respect to each patron, for any 52/53 week period ending the last Saturday in June in the year in which the relevant fiscal year of Wakefern begins, the aggregate revenue derived during such period from the merchandise sales of each of such patron's supermarkets and, to the extent determined by the Board of Directors, retail/wholesale outlets, but excluding such items as are established by the Board of Directors from time to time.

"Sales Percentage" means, with respect to each patron, for purposes of calculating an assessment for any fiscal year of Wakefern, the percentage determined by dividing the Sales by that patron by the Total Sales, as the same may be adjusted by the Board of Directors from time to time.

"Total Sales" means, with respect to any 52-week period ending the last Saturday in June in the year in which the relevant fiscal year of Wakefern begins, the aggregate Sales of all patrons during such period.

Section 8.  All determinations and actions of the Board of Directors under this Article shall be in its sole discretion and shall be set forth in a timely resolution to be included in the Minutes of the Board of Directors.

Section 9.  Any amendment of the foregoing provisions of this Article shall require the affirmative vote of not less than fifteen (15) members of the Board of Directors.

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ARTICLE XX

AMENDMENTS

These By-Laws, or any of them, may be altered, amended or repealed, or new By-Laws may be made, upon the majority vote, given at a meeting or the written consent without a meeting, of the holders of record of shares of each class of capital stock of Wakefern entitled to vote thereon, voting separately as a class, or by the affirmative vote of not less than fourteen (14) members of the Board of Directors, or by such greater number of directors as may be specifically provided in the By-Laws provision to be amended.  By-Laws made, altered or amended by the Board of Directors shall be subject to alteration, amendment or repeal by the requisite class vote of the stockholders of Wakefern as afore­said.

corporate\bylaws

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EX-13

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

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	10
Consolidated Statements of Operations	11
Consolidated Statements of Shareholders’ Equity           and Comprehensive Income	12
Consolidated Statements of Cash Flows	13
Notes to Consolidated Financial Statements	14
Management’s Report on Internal Control Over           Financial Reporting	27
Report of Independent Registered Public Accounting Firm	27
Stock Price and Dividend Information	28
Corporate Directory	Inside back cover

1

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES


Dear Fellow Shareholders

W e are pleased to write to you about Village’s record results in fiscal 2007 and our future plans. Net income rose 24% to $20.5 million in fiscal 2007. Net income has increased at a compound annual rate of 26% over the last ten years. This performance is a result of the hard work and creativity of our 4,400 associates in satisfying the evolving needs of our customers.

Sales increased 2.9% to $1.05 billion. Same store sales also increased 2.9% . Same store sales have increased 41 consecutive quarters.

Village generated $35.9 million of operating cash flow in fiscal 2007. We spent $15.7 million on capital expenditures, made debt payments of $7.0 million and paid dividends of $3.7 million.

The Board of Directors declared a two-for-one stock split in March 2007. The Board also increased the dividend rate four times in fiscal 2007, and again in September 2007. The annualized dividend rate is now $1.00 per Class A share and $.65 per Class B share. These dividend rates are 79% higher than one year ago. Total return to Class A shareholders in fiscal 2007 was 37%.

We are excited about Village’s expansion plans for fiscal 2008. On August 11, 2007, Village acquired the fixtures and lease for a store in Galloway Township, NJ that had been operated by a competitor. The Galloway store re-opened as a ShopRite, after an extensive remodel, on October 3.

The grand opening of the Franklin Township, NJ superstore is scheduled for October 31. We expect the construction of the Marmora, NJ store and a replacement store in Washington, NJ to begin later in fiscal 2008, pending final regulatory approvals. In addition, Village is in the process of obtaining approval for a major expansion of the Morris Plains, NJ store. These new locations in Galloway, Franklin and Marmora are contiguous to other Village stores, thereby leveraging our management resources and local knowledge.

Although we are pleased with Village’s outstanding performance in recent years, we prepare daily for future challenges. Your company remains focused on offering high quality products at consistently low prices, providing superior customer service, creating unique marketing initiatives, and expanding and improving our store base.

We thank you for your continued support.

October 2007

	James Sumas,      Chairman of the Board		Perry Sumas, President

2

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Selected Financial Data
(Dollars in thousands except per share and square feet data)

	July 28,			July 29,			July 30,			July 31,			July 26,
	2007			2006			2005			2004			2003
For year
Sales	$	1,046,435		$	1,016,817		$	983,679		$	957,647		$	902,420
Net income		20,503			16,487			15,542			13,263			11,100
Net income as a % of sales		1.96	%		1.62	%		1.58	%		1.38	%		1.23	%
Net income per share (1):
Class A common stock:				Revised			Revised			Revised			Revised
Basic	$	3.89		$	3.14		$	2.98		$	2.60		$	2.20
Diluted		3.14			2.55			2.43			2.10			1.77
Class B common stock:
Basic		2.53			2.04			1.93			1.69			1.43
Diluted		2.47			2.01			1.91			1.66			1.40
Cash dividends declared per share:
Class A		.690			.405			.285			.155			.065
Class B		.449			.264			.185			.101			.040
At year end
Total assets	$	283,123		$	269,475		$	253,407		$	229,425		$	214,578
Long-term debt		21,767			27,110			33,550			29,239			37,241
Working capital		22,359			44,096			37,228			31,886			28,245
Shareholders’ equity		167,565			150,505			133,244			120,091			106,777
Book value per share		25.73			23.25			20.59			19.04			17.28
Other data
Same store sales increase		2.9	%		3.3	%		4.2	%		4.2	%		1.6	%
Total square feet		1,272,000			1,272,000			1,272,000			1,252,000			1,252,000
Average total sq. ft. per store		55,000			55,000			55,000			54,000			54,000
Selling square feet		1,009,000			1,009,000			1,009,000			991,000			991,000
Sales per average square foot of selling space	$	1,037		$	1,008		$	984		$	966		$	911
Number of stores		23			23			23			23			23
Sales per average number of stores	$	45,497		$	44,209		$	42,769		$	41,637		$	39,236
Capital expenditures	$	15,692		$	14,296		$	17,933		$	14,278		$	10,851
Fiscal 2004 contains 53 weeks. All other fiscal years contain 52 weeks.
	Unaudited Quarterly Financial Data
	(Dollars in thousands except per share amounts)
	First			Second			Third			Fourth			Fiscal
	Quarter			Quarter			Quarter			Quarter			Year
2007
Sales	$	251,469		$	270,396		$	255,314		$	269,256		$	1,046,435
Gross profit		67,378			71,572			69,679			73,312			281,941
Net income		4,220			5,063			4,888			6,332			20,503
Net income per share (1):
Class A common stock:	Revised			Revised
Basic		.80			.96			.93			1.20			3.89
Diluted		.65			.78			.75			.96			3.14
Class B common stock:
Basic		.52			.63			.60			.78			2.53
Diluted		.51			.61			.59			.76			2.47
2006
Sales	$	243,445		$	266,038		$	244,873		$	262,461		$	1,016,817
Gross profit		63,409			68,932			66,783			70,373			269,497
Net income		2,968			4,447			4,049			5,023			16,487
Net income per share (1) (Revised):
Class A common stock:
Basic		.57			.85			.77			.96			3.14
Diluted		.46			.69			.63			.77			2.55
Class B common stock:
Basic		.37			.55			.50			.62			2.04
Diluted		.36			.54			.49			.61			2.01

(1) Net income per share amounts have been revised for periods prior to the third quarter of fiscal 2007 to reflect the two-class method. See Note 1 to the consolidated financial statements. All per share amounts have been adjusted to reflect a two-for-one stock split in fiscal 2007.

3

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in thousands except per share and per square foot data)

OVERVIEW

     Village Super Market, Inc. (the “Company” or “Village”) operates a chain of 23 ShopRite supermarkets in New Jersey and eastern Pennsylvania. The Company is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food cooperative. This ownership interest in Wakefern provides Village many of the economies of scale in purchasing, distribution, advanced retail technology and advertising associated with larger chains.

     The Company’s stores, five of which are owned, average 55,000 total square feet. Larger store sizes enable Village to offer the specialty departments that customers desire for one-stop shopping, including pharmacies, natural and organic departments, ethnic and international foods, and home meal replacement. During fiscal 2007, sales per store was $45,497 and sales per square foot of selling space was $1,037. Management believes these figures are among the highest in the supermarket industry.

     On August 11, 2007, the Company acquired the fixtures and lease of a store location in Galloway Township, New Jersey from Wakefern for $3,500. This store had previously been operated by a competitor. The Company began operating a pharmacy at this location on August 11, 2007. The remainder of this 55,000 sq. ft. store opened on October 3, 2007 after the completion of a remodel.

     We consider a variety of indicators to evaluate our performance, such as same store sales; sales per store; percentage of total sales by department (mix); shrink; departmental gross profit percentage; sales per labor hour; and hourly labor rates. In recent years, Village, as well as many of our competitors, has faced increases in rates for electricity and gas and in employee health and pension costs. These trends are expected to continue in fiscal 2008.

     The Company utilizes a 52 - 53 week fiscal year, ending on the last Saturday in the month of July. Fiscal 2007, 2006 and 2005 contain 52 weeks.

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

	July 28,		July 29,		July 30,
	2007		2006		2005
Sales	100.00	%	100.00	%	100.00	%
Cost of sales	73.06		73.50		73.92
Gross profit	26.94		26.50		26.08
Operating and administrative expense	22.48		22.47		22.23
Depreciation and amortization	1.18		1.15		1.08
Operating income	3.28		2.88		2.77
Income from partnerships	—		—		.15
Interest expense	(.26	)	(.31	)	(.33	)
Interest income	.35		.21		.11
Income before income taxes	3.37		2.78		2.70
Income taxes	1.41		1.16		1.12
Net income	1.96	%	1.62	%	1.58	%

4

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial
Condition and Results of Operations (Continued)

SALES

     Sales were $1,046,435 in fiscal 2007, an increase of $29,618, or 2.9% from the prior year. Same store sales also increased 2.9% . Improved sales in the recently remodeled Springfield and Bernardsville stores and the replacement store in Somers Point contributed to the sales increase. These improvements were partially offset by reduced sales in two stores due to competitive store openings. Improved transaction count and average transaction size were both responsible for the increase in same store sales. New stores and replacement stores are included in same store sales in the quarter after the store has been in operation for four full quarters. Store renovations are included in same store sales immediately.

     Sales were $1,016,817 in fiscal 2006, an increase of $33,138, or 3.4% from the prior year. Same store sales increased 3.3% . Improved sales in the recently remodeled Springfield and Bernardsville stores and the replacement store in Somers Point, and higher sales in one store due to the closing of a competitor’s store contributed to the same store sales increase. These improvements were partially offset by reduced sales in one store due to a competitive store opening. The Somers Point replacement store, which opened October 27, 2004, was included in same store sales beginning in the second quarter of fiscal 2006.

GROSS PROFIT

     Gross profit as a percentage of sales increased .44% in fiscal 2007 compared to the prior year principally due to higher gross margins in the grocery and meat departments (.30%), improved product mix (.08%) and higher patronage dividends from Wakefern (.08%). These improvements were partially offset by increased promotional spending (.05%) and higher LIFO expense in the current year (.04%).

     Gross profit as a percentage of sales increased .42% in fiscal 2006 compared to the prior year principally due to higher gross margins in most departments (.33%) and improved product mix (.07%).

OPERATING AND ADMINISTRATIVE EXPENSE

     Operating and administrative expense increased by .01% as a percentage of sales in fiscal 2007 compared to the prior year. Increases in utility costs (.07%), repairs and maintenance (.06%) and professional fees (.05%) were offset by lower payroll and fringe benefit costs (.05%) and small declines in most other areas (.12%).

     Operating and administrative expense increased by .24% as a percentage of sales in fiscal 2006 compared to the prior year primarily due to increased fringe benefit costs (.22%), utility costs (.08%), repair and maintenance costs (.07%) and amounts accrued related to a non-income tax audit (.05%). These increases were partially offset by lower advertising costs (.06%) and the prior year containing a charge for future lease obligations for a closed stand-alone drug store (.06%). Fringe benefits costs increased primarily due to increased expense for employee pension and medical plans and compensation costs recognized under share-based compensation plans. Utility costs increased due to increases in energy prices.

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization expense was $12,398, $11,679 and $10,595 in fiscal 2007, 2006 and 2005, respectively. Depreciation and amortization expense increased in fiscal 2007 and 2006 compared to the prior years due to depreciation related to fixed asset additions.

INCOME FROM PARTNERSHIPS

     The Company is a limited partner in a real estate partnership that sold its only asset and distributed the proceeds to the partners in fiscal 2005. Village received proceeds of $3,096 and recorded income from the partnership of $1,509, which is the excess of the proceeds above the Company’s investment in the partnership and certain receivables due from the partnership.

INTEREST EXPENSE

     Interest expense was $2,687, $3,145 and $3,259 in fiscal 2007, 2006 and 2005, respectively. Interest expense declined in fiscal 2007 due to reductions in debt outstanding.

     Interest expense declined in fiscal 2006 due to reductions in debt outstanding, partially offset by higher interest rates on variable rate debt outstanding.

INTEREST INCOME

     Interest income was $3,673, $2,140 and $1,060 in fiscal 2007, 2006 and 2005, respectively. Interest income increased in fiscal 2007 due to higher rates received on investments at Wakefern and higher average levels of invested balances.

     Interest income increased in fiscal 2006 due to higher rates received on cash investments at Wakefern and higher average levels of invested balances.

INCOME TAXES

     The Company’s effective income tax rate was 41.9%, 41.8% and 41.5% in fiscal 2007, 2006 and 2005, respectively. The effective income tax rate increased in fiscal 2006 as a result of an increase in state income tax rates.

     Included in the Company’s current tax provision in fiscal 2007, 2006 and 2005 is $705, $707 and $684, respectively, related to a state tax planning strategy which has not been recognized for financial reporting purposes, net of federal benefit. As of July 28, 2007, the Company has provided for a total of $3,464 for this tax contingency, net of federal benefit. In the event these tax matters are resolved in the Company’s favor in future years, the effective tax rate in that fiscal year would be lower. The Company can not reasonably estimate the period of settlement with the relevant tax authority.

CRITICAL ACCOUNTING POLICIES

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

     The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

IMPAIRMENT

     The Company reviews the carrying values of its long-lived assets, such as property, equipment and fixtures for possible impairment whenever events or changes in circumstances indicate that the carrying amount of

5

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial
Condition and Results of Operations (Continued)

assets may not be recoverable. Such review analyzes the undiscounted estimated future cash flows from asset groups at the store level to determine if the carrying value of such assets are recoverable from their respective cash flows. If an impairment is indicated, it is measured by comparing the discounted cash flows for the long-lived asset groups held for use to their carrying value.

     Goodwill is tested for impairment at the end of each fiscal year, or as circumstances dictate. Since the Company’s stock is not widely traded, management utilizes valuation techniques, such as earnings multiples, to assess goodwill for impairment. Calculating the fair value of a reporting unit requires the use of estimates. Management believes the fair value of Village’s one reporting unit exceeds its carrying value at July 28, 2007. Should the Company’s carrying value of its one reporting unit exceed its fair value, the amount of any resulting goodwill impairment may be material to the Company’s financial position and results of operations.

PATRONAGE DIVIDENDS

     As a stockholder of Wakefern, Village earns a share of Wakefern’s earnings, which is distributed as a “patronage dividend” (see Note 3). This dividend is based on a distribution of Wakefern’s operating profits for its fiscal year (which ends September 30) in proportion to the dollar volume of purchases by each member from Wakefern during that fiscal year. Patronage dividends are recorded as a reduction of cost of sales as merchandise is sold. Village accrues estimated patronage dividends due from Wakefern quarterly based on an estimate of the annual Wakefern patronage dividend and an estimate of the Company’s share of this annual dividend based on Village’s estimated proportional share of the dollar volume of business transacted with Wakefern that year. The amount of patronage dividends receivable based on these estimates were $6,400 and $5,740 at July 28, 2007 and July 29, 2006, respectively.

PENSION PLANS

     The determination of the Company’s obligation and expense for Company-sponsored pension plans is dependent, in part, on Village’s selection of assumptions used by actuaries in calculating those amounts. These assumptions are described in Note 8 and include, among others, the discount rate, the expected long-term rate of return on plan assets and the rate of increase in compensation costs. In accordance with generally accepted accounting principles, actual results that differ from the Company’s assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense in future periods. While management believes that its assumptions are appropriate, significant differences in actual experience or significant changes in the Company’s assumptions may materially effect pension obligations and future expense.

     The objective of the discount rate assumption was to reflect the rate at which the Company’s pension obligations could be effectively settled based on the expected timing and amounts of benefits payable to participants under the plans. Our methodology for selecting the discount rate as of July 28, 2007 was to match the plans cash flows to that of a yield curve on high-quality fixed-income investments. The Company maintained the discount rate at 6.25% at July 28, 2007, the same rate as July 29, 2006. Village evaluated the expected long-term rate of return on plan assets of 7.5% and the expected increase in compensation costs of 4 to 4.5% and concluded no changes in these assumptions were necessary in estimating pension plan obligations and expense.

     Sensitivity to changes in the major assumptions used in the calculation of the Company’s pension plans is as follows:

		Projected benefit
	Percentage	obligation	Expense
	point change	decrease(increase)	decrease (increase)
Discount rate	+/- 1.0%	$4,090($5,168)	$314($ 369)
Expected return on assets	+/- 1.0%	—	$168($ 168)

     Village contributed $2,679 and $3,123 in fiscal 2007 and 2006, respectively, to these Company-sponsored pension plans. Village expects to contribute $2,000 in fiscal 2008 to these plans.

SHARE-BASED EMPLOYEE COMPENSATION

     The Company accounts for share-based compensation under FASB No. 123(R), which requires all share-based payments to employees to be recognized in the financial statements as compensation expense based on the fair market value on the date of grant. Village determines the fair market value of stock option awards using the Black-Scholes option pricing model. This option pricing model incorporates certain assumptions, such as a risk-free interest rate, expected volatility, expected dividend yield and expected life of options, in order to arrive at a fair value estimate.

TAX CONTINGENCIES

     The Company is subject to periodic audits by various taxing authorities. These audits may challenge certain of the Company’s tax positions such as the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating any exposures connected with these various tax filing positions, we record allowances for probable exposures, which require significant management judgment. Actual results could materially differ from these estimates and could significantly affect the effective tax rate and cash flows in future years.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS

     Net cash provided by operating activities was $35,875 in fiscal 2007 compared to $35,514 in fiscal 2006. An increase in net income in fiscal 2007 was offset by less of an increase in payables in fiscal 2007 than in fiscal 2006.

     During fiscal 2007, Village used cash on hand and cash provided by operating activities of $35,875 to fund capital expenditures of $15,692, debt payments of $6,980 and dividends of $3,711. In addition, during fiscal 2007 Village invested $29,241 in notes receivable from Wakefern. Capital expenditures consisted of several small remodels and the funding of the ongoing construction of a new leased store in Franklin, New Jersey. Debt payments made include the fourth installment of $4,286 on the Company’s unsecured Senior Notes.

     Net cash provided by operating activities was $35,514 in fiscal 2006 compared to $29,473 in fiscal 2005. This increase is primarily due to a larger increase in accounts payable to Wakefern and accounts payable and accrued expenses in the current fiscal year, and increased net income,

6

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial
Condition and Results of Operations (Continued)

depreciation and amortization expense. These increased cash flows were partially offset by a reduction in deferred taxes in the current fiscal year compared to increased deferred taxes in the prior fiscal year. Accounts payable increased more in fiscal 2006 than in fiscal 2005 due to the timing of payments and higher taxes payable.

     During fiscal 2006, the Company used cash provided by operating activities to fund capital expenditures of $14,296, debt payments of $6,833 and dividends of $3,028. Major capital expenditures were the expansion and remodel of the Springfield store, an ongoing major remodel of the Rio Grande store and smaller remodels of the Elizabeth and Chester stores. Debt payments made include the third installment of $4,286 on the Company’s unsecured Senior Notes.

LIQUIDITY AND DEBT

     Working capital was $22,359, $44,096 and $37,228 at July 28, 2007, July 29, 2006 and July 30, 2005, respectively. Working capital ratios at the same dates were 1.30, 1.60 and 1.54 to one, respectively. Working capital declined due to the investment in notes receivable from Wakefern in fiscal 2007. The Company’s working capital needs are reduced, since inventory is generally sold by the time payments to Wakefern and other suppliers are due.

     Village has budgeted approximately $24 million for capital expenditures in fiscal 2008. Planned expenditures include the completion of the new store in Franklin, New Jersey, the remodel of the aquired Galloway store, and the beginning of the construction of a replacement store in Washington, New Jersey and a new store in Marmora, New Jersey. The Company is loaning the developer of the Franklin store a portion of the funds necessary to prepare the site and construct the store. The maximum amount of this loan, which is secured by a mortgage on the property, is approximately $6,700 ($4,885 outstanding at July 28, 2007). The Company expects the amount of this loan to increase through October 31, 2007, when the store is expected to open. This loan is due to be repaid upon the opening of the store. This loan to the developer is presented as capital expenditures in the financial statements in accordance with EITF Issue No. 97-10, “The Effect of Lessee Involvement in Asset Construction”. The Company’s primary sources of liquidity in fiscal 2008 are expected to be cash and cash equivalents on hand at July 28, 2007 and operating cash flow generated in fiscal 2008. The Company anticipates cash flow generation in fiscal 2008 to be in the range experienced in the previous three fiscal years.

     On September 19, 2006 the Company invested $27,698 in notes receivable from Wakefern. As of July 28, 2007 the balance of this investment, including reinvested interest, was $29,241. These funds were previously invested in demand deposits at Wakefern. The initial fifteen-month term of these notes is automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, Village notifies Wakefern requesting payment on the due date. As of July 28, 2007, Village had not provided this notification. Therefore, these notes now mature on September 17, 2008. Approximately half of these notes earn interest at the prime rate less 1.25% and approximately half of the notes earn a fixed rate of 7%.

     The Company has available a $20,000 unsecured revolving credit line, which expires September 16, 2009. The revolving credit line can be used for general corporate purposes. 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. There were no amounts outstanding at July 28, 2007 and July 29, 2006 under this facility.

     The revolving loan agreement contains covenants which, among other conditions, require a maximum liabilities to tangible net worth ratio, a minimum fixed charge coverage ratio and a positive net income. At July 28, 2007, the Company was in compliance with all terms and covenants of the revolving loan agreement.

     In addition, the Company’s Senior Note agreement contains covenants which, among other conditions, require certain levels of net worth, a minimum fixed charge coverage ratio, lien limitations and limitations on additional indebtedness. At July 28, 2007, the Company was in compliance with all terms and covenants of this debt agreement.

     Under the above covenants, Village had approximately $64,000 of net worth available at July 28, 2007 for the payment of dividends.

     During fiscal 2007, Village declared cash dividends of $3,711, an increase of 71% from the prior fiscal year. Dividends in fiscal 2007 consisted of $.69 per Class A common share and $.449 per Class B common share.

     During fiscal 2006, Village declared cash dividends of $2,172, an increase of 44% from the prior fiscal year. Dividends in fiscal 2006 were comprised of $.405 per Class A common share and $.264 per Class B common share.

7

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial
Condition and Results of Operations (Continued)

CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The table below presents significant contractual obligations of the Company at July 28, 2007:

	Payments Due By Fiscal Period
	2008		2009		2010		2011		2012		Thereafter		Total
Long-term debt (2)	$	4,860	$	4,286	$	4,286	$	—	$	—	$	—	$	13,432
Capital leases (3)		1,932		1,847		1,643		1,310		1,310		33,988		42,030
Operating leases (3)		8,773		8,424		7,409		6,627		5,845		73,580		110,658
Notes payable to
related party		134		144		89		17		—		—		384
	$	15,699	$	14,701	$	13,427	$	7,954	$	7,155	$	107,568	$	166,504

(1)	In addition, the Company is obligated to purchase 85% of its primary merchandise requirements from Wakefern (see Note 3).
(2)	Interest expense on long-term debt outstanding at July 28, 2007 is estimated to be as follows in future fiscal years: 2008 - $773; 2009 - $401; 2010 - $45; and none thereafter. Interest expense on variable rate borrowings related to an interest rate swap agreement is based on estimates of LIBOR plus 3.36% for the length of that agreement. The estimate of interest expense does not include interest expense related to capital leases as the total amount of capital lease payments, including principal and interest, are included in the above table.
(3)	The above amounts for capital leases and operating leases do not include certain obligations under these leases for other charges. These charges consisted of the following in fiscal 2007: real estate taxes - $2,790; common area maintenance -$1,188; insurance - $249; and contingent rentals - $818.
(4)	Pension plan funding requirements are excluded from the above table as estimated contribution amounts for future years are uncertain. Required future contributions will be determined by, among other factors, actual investment performance of plan assets, interest rates required to be used to calculate pension obligations, and changes in legislation. The Company expects to contribute $2,000 in fiscal 2008 to fund Company-sponsored defined benefit pension plans compared to actual contributions of $2,679 in fiscal 2007.

NEW ACCOUNTING STANDARDS

     In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (FIN) No 48, “Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109.” FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. FIN 48 states that a tax benefit from an uncertain position may be recognized if it is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon effective settlement with a taxing authority having full knowledge of all relevant information. Village currently recognizes a tax position if it is probable of being sustained. FIN 48 is effective for fiscal years beginning after December 15, 2006. Village is currently evaluating the impact that adopting FIN 48 will have on its operations and financial condition.

     In September 2006, the FASB issued FASB No. 157, “Fair Value Measurements”. FASB 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. FASB 157 applies only to fair value measurements that are already required or permitted by other accounting standards. FASB 157 is effective for fiscal years beginning after November 15, 2007. Village is currently evaluating the impact that adopting FASB 157 will have on its operations and financial condition.

     In February 2007, the FASB issued FASB No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”. FASB 159 permits entities to make an irrevocable election to measure certain financial instruments and other assets and liabilities at fair value on an instrument-by-instrument basis. Unrealized gains and losses on items for which the fair value option has been elected should be recognized into net earnings at each subsequent reporting date. FASB 159 is effective for fiscal years beginning after November 15, 2007. Village is currently assessing the impact of FASB 159 on its financial statements.

RELATED PARTY TRANSACTIONS

     The Company holds an investment in Wakefern, its principal supplier. Village purchases substantially all of its merchandise from Wakefern in accordance with the Wakefern Stockholder Agreement. As part of this agreement, Village is required to purchase certain amounts of Wakefern common stock. At July 28, 2007, the Company’s indebtedness to Wakefern for the outstanding amount of this stock subscription was $384. The maximum per store investment increased to $675 (from $650) on September 21, 2006, resulting in an additional $550 investment, which was paid in fiscal 2007. Wakefern distributes as a “patronage dividend” to each member a share of its earnings in proportion to the dollar volume of purchases by the member from Wakefern during the year. Additional information is provided in Note 3 to the consolidated financial statements.

     On September 19, 2006 Village invested $27,698 in notes receivable from Wakefern. As of July 28, 2007 the balance of this investment, including reinvested interest, was $29,241. These funds were previously invested in demand deposits at Wakefern. The initial fifteen-month term of these notes is automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notifies Wakefern requesting payment on the due date. As of July 28, 2007, Village had not provided this notification. Therefore, these notes now mature on September 17, 2008. Approximately half of these notes earn interest at the prime rate less 1.25% and approximately half of the notes earn a fixed rate of 7%.

8

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial
Condition and Results of Operations (Continued)

     At July 28, 2007 Village had demand deposits invested at Wakefern in the amount of $39,448. These deposits earn overnight money market rates.

     The Company subleases the Vineland store from Wakefern at a current annual rent of $700. The annual rent increases to $750 in fiscal 2009. Beginning in fiscal 2014, Village has options to extend this lease at increasing annual rents.

     Village leases a supermarket from a realty firm partly owned by officers of Village. The Company paid rent to this related party of $626, $565 and $549 in fiscal years 2007, 2006 and 2005, respectively. This lease expires in fiscal 2011 with options to extend at increasing annual rents.

     The Company has ownership interests in four real estate partnerships. Village paid aggregate rents to two of these partnerships for leased stores of approximately $722, $724 and $634 in fiscal years 2007, 2006 and 2005, respectively.

IMPACT OF INFLATION AND CHANGING PRICES

     Although the Company cannot accurately determine the precise effect of inflation or deflation on its operations, it estimates that product prices overall experienced more inflation in fiscal 2007 than in fiscal 2006 and less inflation in fiscal 2006 and fiscal 2005 than in fiscal 2004. The Company recorded a pre-tax LIFO charge of $746, $256 and $425 in fiscal 2007, 2006 and 2005, respectively. The company calculates LIFO charges based on a regional CPI index for food at home published by the Department of Labor, which indicated CPI increases of 4.1%, 1.9% and 2.5% in fiscal 2007, 2006 and 2005, respectively.

MARKET RISK

     Village is exposed to market risks arising from adverse changes in interest rates. During fiscal 2007, the Company’s only variable rate borrowings relate to an interest rate swap agreement. On October 18, 2001, Village entered into an interest rate swap agreement with a major financial institution pursuant to which the Company pays a variable rate of six-month LIBOR plus 3.36% (8.69% at July 28, 2007) on an initial notional amount of $10,000, expiring in September 2009, in exchange for a fixed rate of 8.12% . The swap agreement notional amount decreases in amounts and on dates corresponding to the repayment of the fixed rate obligation it hedges. At July 28, 2007, the remaining notional amount of the swap agreement was $4,286. A 1% increase in interest rates, applied to the Company’s borrowings at July 28, 2007, would result in an annual increase in interest expense and a corresponding reduction in cash flow of approximately $43. The fair value of the Company’s fixed rate debt approximates carrying value at July 28, 2007.

     At July 28, 2007, the Company had demand deposits of $39,448 at Wakefern earning interest at overnight money market rates, which are exposed to the impact of interest rate changes. At July 28, 2007, the Company had $29,241 of 15-month notes receivable due from Wakefern. Approximately half of these notes earn a fixed rate of 7% and approximately half earn prime less 1.25% .

FORWARD-LOOKING STATEMENTS

     This Annual Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual events and results may vary significantly from those contemplated or implied by such forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof. The following are among the principal factors that could cause actual results to differ materially from the forward-looking statements: 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 availability of capital; the liquidity of the Company; the success of operating initiatives; consumer spending patterns; the impact of higher energy prices; increased cost of goods sold, including increased costs from the Company’s principal supplier, Wakefern; the results of litigation; the results of union contract negotiations; competitive store openings; the rate of return on pension assets; and other factors detailed herein and in other filings of the Company.

9

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Consolidated Balance Sheets
(in thousands)

	July 28,			July 29,
	2007			2006
ASSETS
Current Assets
Cash and cash equivalents	$	53,846		$	72,711
Merchandise inventories		29,792			29,523
Patronage dividend receivable		6,400			5,740
Other current assets		7,994			9,809
Total current assets		98,032			117,783
Notes receivable from Wakefern		29,241			—
Property, equipment and fixtures, net		125,833			122,539
Investment in Wakefern		16,391			15,670
Goodwill		10,605			10,605
Other assets		3,021			2,878
	$	283,123		$	269,475
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Notes payable	$	4,860		$	5,388
Capitalized lease obligations		515			457
Notes payable to Wakefern		134			580
Accounts payable to Wakefern		41,910			41,791
Accounts payable and accrued expenses		28,254			25,471
Total current liabilities		75,673			73,687
Long-term Debt
Notes payable		8,572			13,432
Capitalized lease obligations		12,945			13,460
Notes payable to Wakefern		250			218
Total long-term debt		21,767			27,110
Deferred income taxes		6,103			8,157
Pension liabilities		7,267			6,528
Other liabilities		4,748			3,488
Commitments and Contingencies (Notes 3, 4, 6, 9 and 10)
Shareholders’ Equity
Preferred stock, no par value:
Authorized 10,000 shares, none issued		—			—
Class A common stock, no par value:
Authorized 10,000 shares, issued 3,636 shares at
July 28, 2007 and July 29, 2006		22,649			20,909
Class B common stock, no par value:
Authorized 10,000 shares, issued and outstanding
3,188 shares		1,035			1,035
Retained earnings		150,596			133,818
Accumulated other comprehensive loss		(4,526	)		(2,801	)
Less treasury stock, Class A, at cost (312 shares at July 28, 2007
and 350 shares at July 29, 2006)		(2,189	)		(2,456	)
Total shareholders’ equity		167,565			150,505
	$	283,123		$	269,475

See notes to consolidated financial statements.

10

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Consolidated Statements of Operations
(in thousands, except per share amounts)

				Years Ended
	July 28,			July 29,			July 30,
	2007			2006			2005
Sales	$	1,046,435		$	1,016,817		$	983,679
Cost of sales		764,494			747,320			727,161
Gross profit		281,941			269,497			256,518
Operating and administrative expense		235,226			228,474			218,649
Depreciation and amortization		12,398			11,679			10,595
Operating income		34,317			29,344			27,274
Income from partnerships		—			—			1,509
Interest expense		(2,687	)		(3,145	)		(3,259	)
Interest income		3,673			2,140			1,060
Income before income taxes		35,303			28,339			26,584
Income taxes		14,800			11,852			11,042
Net income	$	20,503		$	16,487		$	15,542
Net income per share:
Class A common stock:				Revised			Revised
Basic	$	3.89		$	3.14		$	2.98
Diluted	$	3.14		$	2.55		$	2.43
Class B common stock:
Basic	$	2.53		$	2.04		$	1.93
Diluted	$	2.47		$	2.01		$	1.91

See notes to consolidated financial statements.

11

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity
and Comprehensive Income
(in thousands)

Years Ended July 28, 2007, July 29, 2006 and July 30, 2005

										Accumulated
	Class A			Class B						other			Treasury Stock					Total
	common stock			common stock			Retained			comprehensive			Class A					shareholders’
	Shares issued	Amount		Shares issued	Amount		earnings			gain (loss)			Shares		Amount			equity
Balance, July 31, 2004	3,526	$	19,037	3,188	$	1,035	$	105,502		$	(2,660	)	408		$	(2,823	)	$	120,091
Net income	—		—	—		—		15,542			—		—			—			15,542
Other comprehensive loss -
additional minimum pension
liability, net of deferred tax
benefit of $1,335	—		—	—		—		––			(2,002	)	—			—			(2,002	)
Comprehensive income																			13,540
Dividends	—		—	—		—		(1,510	)		—		—			—			(1,510	)
Exercise of stock options
and related tax benefits	—		314	—		—		(27	)		—		(58	)		408			695
Treasury stock purchases	—		—	—		—		––			—		2			(55	)		(55	)
Share-based
compensation expense	110		483	—		—		––			—		—			—			483
Balance, July 30, 2005	3,636		19,834	3,188		1,035		119,507			(4,662	)	352			(2,470	)		133,244
Net income	—		—	—		—		16,487			—		—			—			16,487
Other comprehensive
income - reduction of minimum
pension liability, net of deferred
tax expense of $1,241	—		—	—		—		––			1,861		—			—			1,861
Comprehensive income																			18,348
Dividends	—		—	—		—		(2,172	)		—		—			—			(2,172	)
Exercise of stock options
and related tax benefits	—		22	—		—		(4	)		—		(2	)		14			32
Share-based
compensation expense	—		1,053	—		—		––			—		—			—			1,053
Balance, July 29, 2006	3,636		20,909	3,188		1,035		133,818			(2,801	)	350			(2,456	)		150,505
Net income	—		—	—		—		20,503			—		—			—			20,503
Other comprehensive
income - reduction of minimum
pension liability, net of deferred
tax expense of $1,722	—		—	—		—		––			2,562		—			—			2,562
Comprehensive income																			23,065
FASB 158 adjustment, net of
deferred tax benefit of $2,873	—		—	—		—		––			(4,287	)	—			—			(4,287	)
Dividends	—		—	—		—		(3,711	)		—		—			—			( 3,711	)
Exercise of stock options
and related tax benefits	—		631	—		—		(14	)		—		(38	)		267			884
Share-based
compensation expense	—		1,109	—		—		––			—		—			—			1,109
Balance, July 28, 2007	3,636	$	22,649	3,188	$	1,035	$	150,596		$	(4,526	)	312		$	(2,189	)	$	167,565

See notes to consolidated financial statements.

12

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows
(in thousands)

				Years Ended
	July 28, 2007			July 29, 2006			July 30, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	20,503		$	16,487		$	15,542
Adjustments to reconcile net income to net cash
provided by operating activities:
Income from partnership		—			—			(1,509	)
Gain on sale of assets		—			(459	)		—
Depreciation and amortization		12,398			11,679			10,595
Tax benefit related to share-based compensation		—			—			314
Non-cash share-based compensation		1,109			1,053			483
Deferred taxes		(621	)		(1,125	)		2,189
Provision to value inventories at LIFO		746			256			425
Changes in assets and liabilities:
Merchandise inventories		(1,015	)		397			375
Patronage dividend receivable		(660	)		(270	)		(104	)
Accounts payable to Wakefern		119			2,881			1,204
Accounts payable and accrued expenses		2,499			5,121			519
Other assets and liabilities		797			(506	)		(560	)
Net cash provided by operating activities		35,875			35,514			29,473
CASH FLOWS FROM INVESTING ACTIVITIES
(Investment in) maturity of note receivable from Wakefern		(29,241	)		—			20,274
Capital expenditures		(15,692	)		(14,296	)		(17,933	)
Proceeds from partnership distribution		—			—			2,516
Proceeds from sale of assets		—			480			—
Net cash (used in) provided by investing activities		(44,933	)		(13,816	)		4,857
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options		266			10			381
Tax benefit related to share-based compensation		618			22			—
Principal payments of long-term debt		(6,980	)		(6,833	)		(7,694	)
Dividends		(3,711	)		(3,028	)		(1,092	)
Treasury stock purchases		—			—			(55	)
Net cash used in financing activities		(9,807	)		(9,829	)		(8,460	)
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS		(18,865	)		11,869			25,870
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR		72,711			60,842			34,972
CASH AND CASH EQUIVALENTS, END OF YEAR	$	53,846		$	72,711		$	60,842
SUPPLEMENTAL DISCLOSURES OF
CASH PAYMENTS MADE FOR:
Interest	$	2,829		$	3,245		$	3,331
Income taxes	$	14,192		$	10,706		$	8,964
NONCASH SUPPLEMENTAL DISCLOSURES:
Capital lease obligation incurred	$	—		$	—		$	11,382
Investment in Wakefern	$	721		$	—		$	( 205	)
Dividends declared and unpaid	$	—		$	—		$	856

See notes to consolidated financial statements.

13

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(All amounts are in thousands, except per share and sq. ft. data)

Nature of operations

     Village Super Market, Inc. (the “Company” or “Village”) 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.

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 2007, 2006 and 2005 contain 52 weeks.

Reclassifications

     Certain amounts have been reclassified in the fiscal 2006 and 2005 consolidated financial statements to conform to the fiscal 2007 presentation, including reductions in cash and cash equivalents and accounts payable to Wakefern of $2,000 at both July 29, 2006 and July 30, 2005.

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 to the customer. Sales tax is excluded from revenue. Discounts provided to customers through ShopRite coupons and loyalty programs are recognized as a reduction of sales as the products are sold.

Cash and cash equivalents

     The Company considers all highly liquid investments purchased with a maturity of three months or less and proceeds due from credit and debit card transactions with settlement terms of less than five days to be cash equivalents. Included in cash and cash equivalents at July 28, 2007 and July 29, 2006 are $39,448 and $57,354, respectively, of demand deposits invested at Wakefern at overnight money market rates.

Merchandise inventories

     Approximately 67% of merchandise inventories are stated at the lower of LIFO (last-in, first-out) cost or market. If the FIFO (first-in, first-out) method had been used, inventories would have been $12,541 and $11,795 higher than reported in fiscal 2007 and 2006, respectively. All other inventories are stated at the lower of FIFO cost or market.

Vendor allowances and rebates

     The Company receives vendor allowances and rebates, including the patronage dividend and amounts received as a pass through from Wakefern, related to the Company’s buying and merchandising activities. Vendor allowances and rebates are recognized as a reduction in cost of sales when the related merchandise is sold or when the required contractual terms are completed.

Property, equipment and fixtures

     Property, equipment and fixtures are recorded at cost. Interest cost incurred to finance construction is capitalized as part of the cost of the asset.  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 estimated useful 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.

Investments

     The Company’s investments in its principal supplier, Wakefern, and a Wakefern affiliate, Insure-Rite, Ltd., are stated at cost (see Note 3). Village evaluates its investments in Wakefern and Insure-Rite, Ltd. for impairment through consideration of previous, current and projected levels of profit of those entities.

     The Company’s 20%-50% investments in certain real estate partnerships are accounted for under the equity method. One of these partnerships is a variable interest entity under FASB Interpretation No. 46 (Revised), “Consolidation of Variable Interest Entities”, which does not require consolidation as Village is not the primary beneficiary (see Note 6).

Store opening and closing costs

     All store opening costs are expensed as incurred. The Company records a liability for the future minimum lease payments and related costs for closed stores from the date of closure to the end of the remaining lease term, net of estimated cost recoveries that may be achieved through subletting, discounted using a risk-adjusted interest rate.

     Village closed a stand-alone drugstore on December 5, 2004 and remains obligated for future lease commitments for this store. The Company recorded a $576 charge in fiscal 2005, which is included in operating and administrative expense in the consolidated statement of operations. On March 1, 2006, the Company exercised an option to extend this lease for competitive purposes. Accordingly, Village no longer accounts for this lease commitment as an exit activity and reversed the remaining $211 liability in fiscal 2006.

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 estimated useful lives of the related assets. Amounts representing interest expense relating to the lease obligations are recorded to effect constant rates of interest over the terms of the leases. Leases which do not qualify as capital leases are classified as operating leases. The Company accounts for rent holidays, escalating rent provisions, and construction allowances on a straight-time basis over the term of the lease.

Advertising

     Advertising costs are expensed as incurred. Advertising expense was $7,879, $7,554 and $7,793 in fiscal 2007, 2006 and 2005, respectively.

Income taxes

     Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement

14

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 operations in the period that includes the enactment date.

Comprehensive income

     For fiscal 2007, 2006 and 2005, comprehensive income consists of net income and the additional minimum pension liability adjustment, net of income taxes.

Use of estimates

     In conformity with U.S. 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. Some of the more significant estimates are patronage dividends, pension accounting assumptions, share-based compensation assumptions, tax contingincy allowances, and the impairment of long-lived assets and goodwill. Actual results could differ from those estimates.

Fair value of financial instruments

     Cash and cash equivalents, patronage dividends receivable, 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 Company’s derivative instrument is carried at fair value. The carrying value of the Company’s notes receivable from Wakefern and short and long-term notes payable approximates their 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 investments.

Derivative instruments and hedging activities

     The Company accounts for its limited activities involving derivative and hedging transactions in accordance with FASB 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended. This statement establishes accounting and reporting standards for derivative instruments and for hedging activities and requires an entity to recognize all derivative instruments either as an asset or a liability in the balance sheet and to measure such instruments at fair value. These fair value adjustments are included either in the determination of net income or as a component of accumulated other comprehensive income depending on the nature of the transaction.

     Village has one derivative instrument, an interest rate swap agreement, which it entered into in October 2001, to manage its exposure to interest rate fluctuations (see Note 4). The Company has structured this swap agreement to be an effective, fair value hedge of the underlying fixed rate obligation. The changes in the fair value of the interest rate swap agreement and the underlying fixed rate obligation are recorded as equal and offsetting unrealized gains and losses in interest expense in the consolidated statement of operations. As a result, there is no impact to earnings resulting from hedge ineffectiveness. Village is exposed to credit risk in the event of the inability of the counter party to perform under its outstanding derivative contract. Management believes it has minimized such risk by entering into a transaction with a counter party that is a major financial institution with a high credit rating.

Long-lived assets

     The Company reviews long-lived assets, such as property, equipment and fixtures on an individual store basis for impairment when circumstances indicate the carrying amount of an asset group may not be recoverable. Such review analyzes the undiscounted estimated future cash flows from such assets to determine if the carrying value of such assets are recoverable from their respective cash flows. If an impairment is indicated, it is measured by comparing the discounted cash flows for the long-lived assets to their carrying value.

Goodwill

     Goodwill is tested at the end of each fiscal year, or as circumstances dictate, for impairment pursuant to the provisions of FASB 142, “Goodwill and Other Intangible Assets.” An impairment loss is recognized to the extent that the carrying amount of goodwill exceeds its implied fair value. Village operates as a single reporting unit for purposes of evaluating goodwill for impairment and primarily considers earnings multiples and other valuation techniques to measure fair value as its stock is not widely traded.

15

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Ner income per share

     On March 21, 2007, the Company’s Board of Directors declared a two-for-one stock split of the Class A and Class B common stock. Shares were distributed on April 26, 2007. All share and per share amounts have been adjusted for all periods to reflect the stock split.

     The Company has two classes of common stock. Class A common stock is entitled to one vote per share and to cash dividends as declared 54% greater than those paid on Class B common stock. Class B common stock is entitled to 10 votes per share. Class A and Class B common stock share equally on a per share basis in any distributions in liquidation. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time. Class B common stock is not transferable except to another holder of Class B common stock or by will under the laws of intestacy or pursuant to a resolution of the Board of Directors of the Company approving the transfer. As a result of this voting structure, the holders of the Class B common stock control greater than 50% of the total voting power of the shareholders of the Company and control the election of the Board of Directors.

   During 2007, the staff of the Division of Corporation Finance of the SEC reviewed the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2006. The Company considered this review and determined that the two-class method of computing and presenting net income per share was appropriate in accordance with FASB Statement No. 128, “Earnings Per Share,” and EITF Issue No. 03-6, “Participating Securities and the Two-Class Method under FASB Statement No. 128”. Net income per share for prior periods has been revised to reflect this change. The two-class method is an earnings allocation formula that calculates basic and diluted net income per share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Under the two-class method, Class A common stock is assumed to receive a 54% greater participation in undistributed earnings than Class B common stock, in accordance with the classes respective dividend rights.

     Diluted net income per share for Class A common stock is calculated utilizing the if-converted method, which assumes the conversion of all shares of Class B common stock to Class A common stock on a share-for-share basis, as this method is more dilutive than the two-class method. Diluted net income per share for Class B common stock does not assume conversion of Class B common stock to shares of Class A common stock.

The tables below reconcile the numerators and denominators of basic and diluted net income per share for all periods presented.

	2007					2006 (Revised)					2005 (Revised)
	Class A		Class B			Class A		Class B			Class A		Class B
Numerator:
Net income allocated, basic	$	12,442	$	8,061		$	9,985	$	6,502		$	9,383	$	6,159
Conversion of Class B to Class A shares		8,061		—			6,502		—			6,159		—
Effect of share-based compensation
on allocated net income		—		(179	)		—		(107	)		—		(58	)
Net income allocated, diluted	$	20,503	$	7,882		$	16,487	$	6,395		$	15,542	$	6,101
Denominator:
Weighted average shares
outstanding, basic		3,196		3,188			3,181		3,188			3,148		3,188
Conversion of Class B to Class A shares		3,188		—			3,188		—			3,188		—
Dilutive effect of share-based compensation		146		—			101		—			55		—
Weighted average shares
outstanding, diluted		6,530		3,188			6,470		3,188			6,391		3,188
Net income per share is as follows:
	2007					2006 (Revised)					2005 (Revised)
	Class A		Class B			Class A		Class B			Class A		Class B
Basic	$	3.89	$	2.53		$	3.14	$	2.04		$	2.98	$	1.93
Diluted	$	3.14	$	2.47		$	2.55	$	2.01		$	2.43	$	1.91

     In fiscal 2006 and 2005, the Company utilized the if-converted method of calculating both basic and diluted net income per share, as that method resulted in greater dilution than the two-class method. Net income per share for fiscal 2006 and 2005 as previously reported was as follows:

	2006		2005
Net income per share as previously reported:
Basic	$	2.59	$	2.45
Diluted	$	2.55	$	2.43

     Options to purchase 14 and 4 Class A shares were excluded from the calculation of diluted net income per share at July 28, 2007 and July 29, 2006, respectively, as a result of their anti-dilutive effect (none at July 30, 2005).

16

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share-based Compensation

     The Company adopted FASB 123(R), “Share-Based Payment,” on May 1, 2005 utilizing the modified prospective application. FASB 123(R) requires all share-based payments to employees to be recognized in the financial statements as compensation costs based on the fair market value on the date of the grant. As the Company had previously adopted the fair value recognition provisions of FASB 123, “Accounting for Stock-Based Compensation” during fiscal 2003, the adoption of FASB 123(R) had no impact on the consolidated results of operations for fiscal 2005.

Benefit Plans

     Effective July 28, 2007, Village adopted the recognition and disclosure provisions of FASB 158, “Employers’ Accounting for Defined Benefit Pension and Other Post-Retirement Plans", which requires the recognition of the funded status of the Company’s retirement plans on the consolidated balance sheet. Actuarial gains or losses, prior service costs or credits and transition obligations not previously recognized are now required to be recorded as a component of Accumulated Other Comprehensive Income.

New Accounting Standards

     In June 2006, the FASB issued FASB Interpretation (FIN) No 48, “Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109.” FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. FIN 48 states that a tax benefit from an uncertain position may be recognized if it is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon effective settlement with a taxing authority having full knowledge of all relevant information. The Company currently recognizes a tax position if it is probable of being sustained. FIN 48 is effective for fiscal years beginning after December 15, 2006. Village is currently evaluating the impact that adopting FIN 48 will have on its operations and financial condition.

     In September 2006, the FASB issued FASB No. 157, “Fair Value Measurements”. FASB 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. FASB 157 applies only to fair value measurements that are already required or permitted by other accounting standards. FASB 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact that adopting FASB 157 will have on its operations and financial condition.

     In February 2007, the FASB issued FASB No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”. FASB 159 permits entities to make an irrevocable election to measure certain financial instruments and other assets and liabilities at fair value on an instrument-by-instrument basis. Unrealized gains and losses on items for which the fair value option has been elected should be recognized into net earnings at each subsequent reporting date. FASB 159 is effective for fiscal years beginning after November 15, 2007. Village is currently assessing the impact of FASB 159 on its financial statements.

NOTE 2 — PROPERTY, EQUIPMENT AND FIXTURES

Property, equipment and fixtures are comprised as follows:

	July 28,			July 29,
	2007			2006
Land and buildings	$	54,241		$	53,997
Store fixtures and equipment		110,740			103,260
Leasehold improvements		53,248			51,251
Leased property under capital leases		16,613			16,613
Construction in progress		7,173			1,460
Vehicles		1,183			1,335
		243,198			227,916
Accumulated depreciation		(111,895	)		(100,470	)
Accumulated amortization of property under capital leases		(5,470	)		(4,907	)
Property, equipment and fixtures, net	$	125,833		$	122,539

     Amortization of leased property under capital leases is included in depreciation and amortization expense.

17

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 3 — RELATED PARTY INFORMATION – WAKEFERN

     The Company’s ownership interest in its principal supplier, Wakefern, which is operated on a cooperative basis for its stockholder members, is 15.5% of the outstanding shares of Wakefern at July 28, 2007. The investment is pledged as collateral for any obligations to Wakefern. In addition, all obligations to Wakefern are personally guaranteed by the principal shareholders of Village.

     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. If this purchase obligation is not met, Village is required to pay Wakefern’s profit contribution shortfall attributable to this failure. Similar payments are due if Wakefern loses volume by reason of the sale of Company stores or a merger with another entity. Village fulfilled the above obligation in fiscal 2007, 2006 and 2005. The Company also has an investment of approximately 8.3% in Insure-Rite, Ltd., a Wakefern affiliated company, that provides Village with liability and property insurance coverage.

     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 based on the amount of each store’s purchases from Wakefern. At July 28, 2007, the Company’s indebtedness to Wakefern for the outstanding amount of these stock subscriptions was $384. Installment payments are due as follows: 2008 - $134; 2009 - $144; 2010 -$89; and 2011 - $17. The maximum per store investment increased to $675 (from $650) on September 21, 2006, resulting in an additional $550 investment, which was paid in fiscal 2007. Village receives 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.

     Village purchases substantially all of its merchandise from Wakefern. Wakefern distributes as a “patronage dividend” to each member a share of its earnings in proportion to the dollar volume of purchases by the member from Wakefern during the year. Patronage dividends and other product incentives and rebates amounted to $13,957, $12,808 and $12,363 in fiscal 2007, 2006 and 2005, respectively.

     Wakefern provides the Company with support services in numerous areas including advertising, supplies, liability and property insurance, technology support and other store services. Village incurred charges of $20,646, $19,856 and $20,011 from Wakefern in fiscal 2007, 2006 and 2005, respectively, for these services, which are reflected in operating and administrative expense in the consolidated statements of operations. Additionally, the Company has certain related party leases (see Note 6) with Wakefern.

     On September 19, 2006, the Company invested $27,698 in notes receivable from Wakefern. As of July 28, 2007 the balance of this investment, including reinvested interest, was $29,241. These funds were previously invested in demand deposits at Wakefern. The initial fifteen-month term of these notes is automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, Village notifies Wakefern requesting payment on the due date. As of July 28, 2007, Village had not provided this notification. Therefore, these notes now mature on September 17, 2008. Approximately half of these notes earn interest at the prime rate less 1.25% and approximately half of the notes earn a fixed rate of 7%.

     At July 28, 2007, the Company had demand deposits invested at Wakefern in the amount of $39,448. These deposits earn overnight money market rates.

     Interest income earned on investments with Wakefern was $3,673, $2,140 and $1,060 in fiscal 2007, 2006 and 2005, respectively.

18

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 4 — DEBT

	July 28,		July 29,
	2007		2006
Senior notes payable (a)	$	12,857	$	17,143
Notes payable, interest at 4.39% to 6.68%, payable in monthly installments
through January 2008, collateralized by certain equipment		575		1,677
		13,432		18,820
Less current portion		4,860		5,388
	$	8,572	$	13,432

Aggregate principal maturities of notes payable as of July 28, 2007 are as follows:

Year ending July:
2008	$	4,860
2009		4,286
2010		4,286
Thereafter		—

     (a) On September 16, 1999, the Company issued $30,000 of 8.12% unsecured Senior Notes. Interest on these notes is due semi-annually. The principal is due in seven equal annual installments beginning September 16, 2003 and ending September 16, 2009.

     The Senior Note agreement contains covenants which, among other conditions, require certain levels of net worth, a minimum fixed charge coverage ratio, lien limitations and limitations on additional indebtedness. At July 28, 2007, the Company was in compliance with all covenants of this debt agreement.

     On October 18, 2001, Village entered into an interest rate swap agreement with a highly rated major financial institution pursuant to which Village pays a variable rate of six-month LIBOR plus 3.36% (8.69% at July 28, 2007) on a notional amount of $10,000 expiring in September 2009 in exchange for a fixed rate of 8.12% . The swap agreement notional amount ($4,286 at July 28, 2007) decreases in amounts and on dates corresponding to the repayment of the fixed rate obligation it hedges. This interest rate swap agreement increased interest expense by $30 and $10 in fiscal 2007 and 2006, respectively, and reduced interest expense by $92 in fiscal 2005. The Company has structured this interest rate swap agreement to be an effective, fair value hedge.

     (b) Village has available a $20,000 unsecured revolving credit line, which expires September 16, 2009. The revolving credit line can be used for general corporate purposes. 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 Village’s fixed charge coverage ratio. There were no amounts outstanding at July 28, 2007 and July 29, 2006 under this facility.

     The revolving loan agreement provides for up to $3,000 of letters of credit ($382 outstanding at July 28, 2007), which secure obligations for self-insured workers’ compensation claims from 1995 to 1998 and construction performance guarantees to municipalities.

     This loan agreement contains covenants which, among other conditions, require a maximum liabilities to tangible net worth ratio, a minimum fixed charge coverage ratio and a positive net income. At July 28, 2007, the Company was in compliance with all covenants of the revolving loan agreement. Under the above covenants, Village had approximately $64,000 of net worth available at July 28, 2007 for the payment of dividends.

19

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 5 — INCOME TAXES

The components of the provision for income taxes are:

	2007			2006			2005
Federal:
Current	$	12,063		$	10,303		$	6,731
Deferred		(728	)		(1,175	)		1,838
State:
Current		3,358			2,674			2,122
Deferred		107			50			351
	$	14,800		$	11,852		$	11,042

     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:

	July 28,		July 29,
	2007		2006
Deferred tax liabilities:
Tax over book depreciation	$	10,824	$	11,031
Patronage dividend receivable		2,403		2,149
Investment in partnerships		944		1,118
Other		170		169
Total deferred tax liabilities		14,341		14,467
Deferred tax assets:
Amortization of capital leases		947		903
Compensation related costs		1,948		1,269
Pension costs		3,017		1,867
Accrual for special charges		630		667
Other		367		360
Total deferred tax assets		6,909		5,066
Net deferred tax liability	$	7,432	$	9,401

     Net current deferred taxes of $1,329 and $1,244 are included in accounts payable and accrued expenses at July 28, 2007 and July 29, 2006, respectively.

     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 and reversal of deferred tax liabilities, such tax assets will more likely than not be fully realized. Accordingly, no valuation allowance was deemed to be required at July 28, 2007 and July 29, 2006.

     The effective income tax rate differs from the statutory federal income tax rate as follows:

	2007		2006		2005
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal tax benefit	6.4		6.2		6.0
Other	.5		.6		.5
Effective income tax rate	41.9	%	41.8	%	41.5	%

20

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 6 — LEASES

Description of leasing arrangements

     The Company leased eighteen of its stores at July 28, 2007, including four that are capitalized for financial reporting purposes. The majority of initial lease terms range from 20 to 30 years.

     Most of the Company’s leases contain renewal options of five years each. These options enable Village 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 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 consist of the following at July 28, 2007:

		Capital		Operating
		Leases		Leases
	2008	$	1,932	$	8,773
	2009		1,847		8,424
	2010		1,643		7,409
	2011		1,310		6,627
	2012		1,310		5,845
	Thereafter		33,988		73,580
Minimum lease payments			42,030	$	110,658
Less amount representing interest			28,570
Present value of minimum lease payments			13,460
Less current portion			515
		$	12,945

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

	2007		2006		2005
Minimum rentals	$	7,770	$	6,358	$	6,457
Contingent rentals		818		1,117		982
	$	8,588	$	7,475	$	7,439

Related party leases

     The Company leases a supermarket from a realty firm 30% owned by officers of Village. The Company paid rent to related parties under this lease of $626, $565 and $549 in fiscal years 2007, 2006 and 2005, respectively. This lease expires in fiscal 2011 with options to extend at increasing annual rents.

     The Company is a limited partner in a real estate partnership that sold its only asset and distributed the proceeds to the partners in fiscal 2005. Village received proceeds of $3,096 and recorded income from the partnership of $1,509, which is the excess of the proceeds above the Company’s investment in the partnership and certain receivables due from the partnership.

     The Company has ownership interests in four real estate partnerships. Village paid aggregate rents to two of these partnerships for leased stores of $722, $724 and $634 in fiscal years 2007, 2006 and 2005, respectively.

     One of these partnerships is a variable interest entity, which is not consolidated as Village is not the primary beneficiary. This partnership owns one property, a stand-alone supermarket leased to the Company since 1974. Village is a general partner entitled to 33% of the partnerships profits and losses.

     The Company leases its Vineland store from Wakefern under a sublease agreement which provides for annual rent of $700. The annual rent increases to $750 in fiscal 2009. Beginning in fiscal 2014, Village has options to extend this lease at increasing annual rents.

21

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 7 — SHAREHOLDER’S EQUITY

     On March 21, 2007, the Company’s Board of Directors declared a two-for-one stock split of the Class A and Class B common stock. Shares were distributed on April 26, 2007. All share and per share amounts have been adjusted for all periods to reflect the stock split.

     The Company has two classes of common stock. Class A common stock is entitled to one vote per share and to cash dividends as declared 54% greater than those paid on Class B common stock. Class B common stock is entitled to 10 votes per share. Class A and Class B common stock share equally on a per share basis in any distributions in liquidation. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time. Class B common stock is not transferable except to another holder of Class B common stock or by will under the laws of intestacy or pursuant to a resolution of the Board of Directors of the Company approving the transfer. As a result of this voting structure, the holders of the Class B common stock control greater than 50% of the total voting power of the shareholders of the Company and control the election of the Board of Directors.

     The Company has authorized 10,000 shares of preferred stock. No shares have been issued. The Board of Directors is authorized to designate series, preferences, powers and participations of any preferred stock issued.

     Village has two share-based compensation plans, which are described below. The compensation cost charged against income for these plans was $1,109, $1,053 and $483 in fiscal 2007, 2006 and 2005, respectively. Total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $317, $307 and $150 in fiscal 2007, 2006 and 2005.

     The 1997 Incentive and Non-Statutory Stock Option Plan (the “1997 Plan”) provides for the granting of options to purchase up to 500 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 value of Village’s stock at the date of grant (110% if the optionee holds more than 10% of the voting stock of the Company), while non-qualified options may be granted at an exercise price less than fair value. All options granted under this plan were at fair value, vest over a one-year service period and are exercisable up to ten years from the date of grant. At July 31, 2004 there were no shares remaining for future grants under the 1997 Plan.

     On December 10, 2004, the shareholders of the Company approved the Village Super Market, Inc. 2004 Stock Plan (the “2004 Plan”) under which awards of incentive and non-qualified stock options and restricted stock may be made. There are 600 shares of Class A common stock authorized for issuance to employees and directors under the 2004 Plan. Terms and conditions of awards are determined by the Board of Directors. Option awards are primarily granted at the fair value of the Company’s stock at the date of grant, cliff vest three years from the grant date and are exercisable up to ten years from the date of grant. Restricted stock awards primarily cliff vest three years from the grant date.

     The following table summarizes option activity under both plans for the following periods:

	2007				2006				2005
	Shares		Weighted-average		Shares		Weighted-average		Shares		Weighted-average
			exercise price				exercise price				exercise price
Outstanding at beginning of year	220		$	18.01	236		$	16.83	134		$	7.39
Granted	14			44.43	14			24.74	160			21.00
Exercised	(38	)		6.97	(2	)		5.00	(58	)		6.53
Forfeited	(10	)		21.00	(28	)		12.34	—			—
Outstanding at end of year	186		$	22.10	220		$	18.01	236		$	16.83
Options exercisable at end of year	20		$	12.20	58		$	8.77	76		$	8.06

22

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

     As of July 28, 2007, the weighted-average remaining contractual term of options outstanding and options exercisable was 7.6 years and 4.8 years, respectively. As of July 28, 2007, the aggregate intrinsic value of options outstanding and options exercisable was $4,150 and $644, respectively. The weighted-average grant date fair value of options granted was $12.88, $12.40 and $6.66 per share in fiscal 2007, 2006 and 2005, respectively. The total intrinsic value of options exercised was $1,514, $54 and $763 in fiscal 2007, 2006 and 2005. The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model using the weighted-average assumptions in the following table. The Company uses historical data for similar groups of employees in order to estimate the expected life of options granted. Expected volatility is based on the historical volatility of the Company’s stock for a period of years corresponding to the expected life of the option. The risk free interest rate is based on the U.S. Treasury yield curve at the time of grant for securities with a maturity period similar to the expected life of the option.

	2007		2006		2005
Expected life (years)	5.0		5.0		5.0
Expected volatility	29.0	%	33.0	%	33.0	%
Expected dividend yield	1.7	%	1.3	%	1.1	%
Risk-free interest rate	4.9	%	4.7	%	3.7	%

     The following table summarizes restricted stock activity under the 2004 Plan for fiscal 2007, 2006 and 2005:

	2007		2006		2005
		Weighted-average		Weighted-average			Weighted-average
	Shares	grant date fair value	Shares	grant date fair value	Shares		grant date fair value
Nonvested at beginning of year	104	$21.00	104	$21.00	—		$ —
Granted	—	—	—	—	110		21.00
Vested	—	—	—	—	(6	)	21.00
Forfeited	—	—	—	—	—		—
Nonvested at end of year	104	$21.00	104	$21.00	104		$21.00

     As of July 28, 2007, there was $960 of total unrecognized compensation costs related to nonvested share-based compensation arrangements granted under the above plans. That cost is expected to be recognized over a weighted-average period of 1.1 years. The total fair value of restricted shares vested during fiscal 2005 was $165 (none in fiscal 2007 and 2006).

     Cash received from option exercises under all share-based compensation arrangements was $266, $10 and $381 in fiscal 2007, 2006 and 2005, respectively. The actual tax benefit realized for tax deductions from option exercises under share-based compensation arrangements was $618, $22 and $314 in fiscal 2007, 2006 and 2005, respectively.

     The Company declared cash dividends on common stock as follows:

	2007		2006		2005
Per share:
Class A common stock	$	.690	$	.405	$	.285
Class B common stock		.449		.264		.185
Aggregate:
Class A common stock	$	2,279	$	1,330	$	918
Class B common stock		1,432		842		592
	$	3,711	$	2,172	$	1,510

23

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 8 — PENSION PLANS

     The Company sponsors four defined benefit pension plans. Two are tax-qualified plans covering members of unions. Benefits under these two plans are based on a fixed amount for each year of service. One is a tax-qualified plan covering nonunion associates. Benefits under this plan are based upon percentages of annual compensation. The fourth plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives. Funding for these plans is based on an analysis of the specific requirements and an evaluation of the assets and liabilities of each plan. The Company uses its fiscal year-end date as the measurement date for these plans.

     Effective July 28, 2007, the Company adopted the recognition and disclosure provisions of FASB 158, “Employers’ Accounting for Defined Benefit Pension and Other Post Retirement Plans”, which require the recognition of the funded status of the Company’s retirement plans on the consolidated balance sheet. Actuarial gains or losses, prior service costs or credits and transition obligations not previously recognized are now required to be recorded as a component of Accumulated Other Comprehensive Income (“AOCI”). The following table reflects the effects the adoption of FASB 158 had on the consolidated balance sheet as of July 28, 2007.

	Before Application						After Application
	of FASB 158			Adjustments			of FASB 158
Other current assets	$	10,930		$	(2,936	)	$	7,994
Other assets		3,078			(57	)		3,021
Deferred income tax liabilities		8,976			(2,873	)		6,103
Pension liabilities		3,100			4,167			7,267
Accumulated other comprehensive loss		(239	)		(4,287	)		(4,526	)

     Amounts recognized in AOCI as of July 28, 2007 consist of the following (pre-tax):

Net actuarial loss	$	7,464
Prior service cost		58
Total amounts deferred in AOCI	$	7,522

     The Company expects approximately $616 of the net actuarial loss and $17 of the prior service cost to be recognized as a component of net periodic benefit costs in fiscal 2008.

     Net periodic pension cost for the four plans include the following components:

	2007			2006			2005
Service cost	$	2,028		$	2,113		$	1,571
Interest cost on projected benefit obligation		1,614			1,448			1,121
Expected return on plan assets		(1,258	)		(1,066	)		(856	)
Amortization of gains and losses		663			1,076			423
Amortization of prior service costs		17			17			17
Net periodic pension cost	$	3,064		$	3,588		$	2,276

24

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

     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:

	2007			2006
Changes in Benefit Obligation:
Benefit obligation at beginning of year	$	26,210		$	27,159
Service cost		2,028			2,113
Interest cost		1,614			1,448
Benefits paid		(730	)		(1,183	)
Actuarial loss (gain)		129			(3,327	)
Benefit obligation at end of year	$	29,251		$	26,210
Changes in Plan Assets:
Fair value of plan assets at beginning of year	$	17,249		$	14,764
Actual return on plan assets		2,786			545
Employer contributions		2,679			3,123
Benefits paid		(730	)		(1,183	)
Fair value of plan assets at end of year	$	21,984		$	17,249
Funded status at end of year	$	(7,267	)	$	(8,961	)
Unrecognized prior service cost		—			74
Unrecognized net actuarial loss		—			9,526
Adjustment required to recognize minimum liability		—			(4,743	)
Accrued pension cost	$	(7,267	)	$	(4,104	)
Amounts recognized in the consolidated balance sheets:
Prepaid benefit cost	$	—		$	2,424
Intangible asset		—			74
Pension liabilities		(7,267	)		(6,528	)
Accumulated other comprehensive loss		(4,526	)		(2,801	)

     The accumulated benefit obligations of the four plans were $23,688 and $20,958 at July 28, 2007 and July 29, 2006, respectively. Prior to the adoption of FASB 158 in fiscal 2007, the provisions of FASB 87, “Employer’s Accounting for Pensions,” required recognition in the consolidated balance sheet of an additional minimum liability and a related intangible asset for pension plans with accumulated benefit obligations in excess of plan assets. Any portion of such additional liability in excess of the plan’s prior service costs was a component of accumulated other comprehensive loss and reflected in shareholder’s equity, net of related tax benefit.

     Assumptions used to determine benefit obligations and net periodic pension cost for the Company’s defined benefit plans were as follows:

	2007		2006		2005
Assumed discount rate – net periodic pension cost	6.25	%	5.5	%	6.25	%
Assumed discount rate – benefit obligation	6.25	%	6.25	%	5.50	%
Assumed rate of increase in compensation levels	4-4.5	%	4-4.5	%	4	%
Expected rate of return on plan assets	7.5	%	7.5	%	7.5	%

25

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

     The expected rate of return on plan assets represents the weighted average of expected returns for each asset category. The expected returns for each asset category are developed using historical data on returns. The defined benefit pension plans weighted average asset allocations by asset category were as follows:

	Target		Actual Allocations
	Allocation		2007		2006
Equities	50 - 70	%	57	%	68	%
Fixed income securities	25 - 35	%	31		30
Cash equivalents and other assets	0 - 10	%	12		2
Total			100	%	100	%

     Investments in the pension trusts are overseen by the trustees of the plans, who are officers of Village. Overall investment strategy and policy has been developed based on the need to satisfy the long-term liabilities of the Company’s pension plans. Risk management is accomplished through diversification across asset classes, multiple investment portfolios and investment guidelines. Equity investments consist of publicly traded securities and investments in broad market index funds. In addition, one plan held Class A common stock of Village in the amount of $978 and $1,133 at July 28, 2007 and July 29, 2006, respectively. Fixed income securities consist of a broad range of investments including U.S. government securities, corporate debt securities, mortgage backed obligations, and short-term bond mutual funds. The plans do not allow for investments in derivative instruments.

     The Company estimates future defined benefit payments from plan assets as follows:

Fiscal Year
2008	$	575
2009		635
2010		1,084
2011		1,127
2012		1,187
2013 - 2017		10,358

     The Company expects to contribute $2,000 in cash to all defined benefit pension plans in fiscal 2008.

     The Company also participates in several multi-employer pension plans for which the fiscal 2007, 2006, and 2005 contributions were $4,802, $4,695 and $4,142, respectively.

     The Company sponsors a 401(k) savings plan for certain eligible associates. Company contributions under that plan, which are based on specified percentages of associate contributions, were $257, $247 and $225 in fiscal 2007, 2006 and 2005, respectively.

NOTE 9 — 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 10 — SUBSEQUENT EVENT

     On August 11, 2007 the Company acquired the fixtures and lease of a store location in Galloway Township, New Jersey from Wakefern for $3,500. This store had previously been operated by a competitor. The Company began operating a pharmacy at this location on August 11, 2007. The remainder of this 55,000 sq. ft. store opened on October 3, 2007 after the completion of a remodel. The Company leases this store from Wakefern under a sublease agreement which provides for annual rent of $473. The annual rent increases to $528 in fiscal 2014.

26

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With the participation of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control -Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that the Company’s internal control over financial reporting was effective as of July 28, 2007.

James Sumas	Kevin R. Begley
Chairman of the Board and	Chief Financial Officer
Chief Executive Officer

Report of Independent Registered Public Accounting Firm

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 28, 2007 and July 29, 2006, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended July 28, 2007. We also have audited Village Super Market, Inc.’s internal control over financial reporting as of July 28, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Village Super Market, Inc.’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

     A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

     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 28, 2007 and July 29, 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended July 28, 2007, in conformity with accounting principles generally accepted in the United States of America. As discussed in Notes 1 and 8 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106 and 132R,” at the end of the fiscal year ended July 28, 2007. Also in our opinion, Village Super Market, Inc. maintained, in all material respects, effective internal control over financial reporting as of July 28, 2007, based on criteria established in Internal Control - Integrated Framework issued by COSO.

Short Hills, New Jersey
October 9, 2007

27

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Stock Price and Dividend Information

     The Class A common stock of Village Super Market, Inc. is traded on the NASDAQ Global Market under the symbol “VLGEA.” The table below sets forth the high and low last reported sales price for the fiscal quarter indicated.

	High		Low
2007
4th Quarter	$	49.39	$	42.53
3rd Quarter		51.25		38.93
2nd Quarter		43.64		33.25
1st Quarter		34.75		29.10
2006
4th Quarter		34.88		28.87
3rd Quarter		30.39		25.25
2nd Quarter		34.00		27.06
1st Quarter		29.50		25.05

     As of October 7, 2007, there were 250 holders of record and 975 individual stockholders holding Class A common stock under nominee security position listings.

     On March 21, 2007, the Company declared a two-for-one stock split. All per share amounts have been adjusted for all periods to reflect the split.

     During fiscal 2007, the Company declared cash dividends of $.69 per Class A common share and $.449 per Class B common share. During fiscal 2006, the Company declared cash dividends of $.405 per Class A common share and $.264 per Class B common share.

28

EX-14

Exhibit 14

VILLAGE SUPER MARKET, INC.

CODE OF ETHICS

In my role as a _____________________________ of Village Super Market, Inc., I recognize that I hold an important and elevated role in corporate governance.  I am uniquely capable and empowered to ensure that stakeholders’ interests are appropriately balanced, protected and preserved.  Accordingly, this Code provides principles to which I am expected to adhere and advocate.  The Code embodies rules regarding individual and peer responsibilities, as well as responsibilities to the company, the public and other stakeholders.

I certify to you that I adhere to and advocate the following principles and responsibilities governing my professional and ethical conduct.

To the best of my knowledge and ability:

1. I act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

2. I provide constituents with information that is accurate, complete, objective, relevant, timely and understandable.

3. I comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

4. I act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.

5. I respect the confidentiality of information acquired in the course of my work except when authorized or otherwise legally obligated to disclose.  Confidential information acquired in the course of my work is not used for personal advantage.

6. I share knowledge and maintain skills important and relevant to my constituents’ needs.

7. I proactively promote ethical behavior as a responsible partner among peers in my work environment and community.

8. I achieve responsible use of and control over all assets and resources employed or entrusted to me.

_____________________________

EX-21

Exhibit 21

SUBSIDIARIES OF REGISTRANT

The Company has two wholly-owned subsidiaries at July 28, 2007.  Village Super Market of PA, Inc. is organized under the laws of Pennsylvania.  Village Super Market of NJ, LP is organized under the laws of New Jersey.

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

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Village Super Market, Inc.:

We consent to the incorporation by reference in the Registration Statement (No. 2-86320) on Form S-8 of Village Super Market, Inc. of our report dated October 9, 2007, with respect to the consolidated balance sheets of Village Super Market, Inc. and subsidiaries as of July 28, 2007 and July 29, 2006, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended July 28, 2007, and the effectiveness of internal control over financial reporting as of July 28, 2007, which report is incorporated by reference in the July 28, 2007 annual report on Form 10-K of Village Super Market, Inc.

Our report on the consolidated financial statements refers to the Company’s adoption of the provisions of Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106 and 132R,” effective at the end of the fiscal year ended July 28, 2007.

/s/  KPMG LLP

Short Hills, New Jersey

October 9, 2007

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, James Sumas, certify that:

1. I have reviewed this annual report on Form 10-K of Village Super Market, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially effected, or is reasonably likely to materially effect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  October 9, 2007	/s/ James Sumas
	James Sumas
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Kevin Begley, certify that:

1. I have reviewed this annual report on Form 10-K of Village Super Market, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially effected, or is reasonably likely to materially effect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  October 9, 2007	/s/  Kevin Begley
	Kevin Begley
	Chief Financial Officer &
	Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Village Super Market, Inc. (the “Company”) on Form 10-K for the period ending July 28, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Sumas certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James Sumas                           

James Sumas

Chief Executive Officer

October 9, 2007

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Village Super Market, Inc. (the “Company”) on Form 10-K for the period ending July 28, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin Begley certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kevin Begley                           

Kevin Begley

Chief Financial Officer &

Principal Accounting Officer

October 9, 2007