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 26, 2008.

[  ]       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, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b2 of the Exchange Act.

Large accelerated filer   □	Accelerated filer   S
Non-accelerated filer     □ (Do not check if a smaller reporting company)	Smaller reporting company  □

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 $110.9 million and the aggregate market value of the Class B common stock held by non-affiliates was approximately $10.3 million based upon the closing price of the Class A shares on the NASDAQ on January 26, 2008, 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.

	Outstanding at
Class	October 7, 2008
Class A common stock, no par value	3,440,582 Shares
Class B common stock, no par value	3,188,152 Shares

DOCUMENTS INCORPORATED BY REFERENCE

Information contained in the 2008 Annual Report to Shareholders and the 2008 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 5, 2008 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 tax examinations; 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 26, 2008, Village operated a chain of twenty-five ShopRite supermarkets, seventeen of which are located in northern New Jersey, one in northeastern Pennsylvania and seven 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, private label products, 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 2008, sales per store were $46,990 and sales per selling square foot were $1,068.  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 an extensive remodel.  Village opened a new 67,000 sq. ft. store in Franklin, New Jersey on November 7, 2007.    Below is a summary of the range of store sizes at July 26, 2008:

Total Square Feet	Number of Stores
Greater than 60,000		10
50,001 to 60,000		6
40,000 to 50,000		7
Less than 40,000		2
Total		25

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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:

Product Categories	Fiscal Year Ended In July_
	2008			2007			2006
Groceries		38.5	%		38.6	%		38.7	%
Dairy and Frozen		17.2			16.5			16.4
Meats		10.0			10.0			10.0
Non-Foods		8.5			8.8			8.9
Produce		11.4			11.5			11.4
Appetizers and prepared food		5.5			5.4			5.3
Seafood		2.3			2.3			2.3
Pharmacy		4.8			5.1			5.2
Bakery		1.8			1.8			1.8
Other		-----			-----			-----
		100.0	%		100.0	%		100.0	%
Number of superstores		23			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.

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 $30 million for capital expenditures in fiscal 2009.  Planned expenditures include construction costs and equipment for a replacement store in Washington, New Jersey and a new store in Marmora, New Jersey.  Construction of the Washington replacement store was delayed as the approvals previously obtained were contested by a third party. Construction began in September 2008 with an expected opening in spring 2009.  We believe certain conditions in the lease for the current store in Washington have been triggered extending the lease term until at least January 31, 2009, which is before the expected completion of the replacement store.  The Company is currently negotiating to further extend the lease term to eliminate the possibility of a period of time between the closing of the current Washington store and the opening of the replacement store.

In fiscal 2008, Village completed the construction of the Franklin store, which opened on November 7, 2007, and acquired and remodeled a store in Galloway, New Jersey, which opened on August 11, 2007.

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.

The general difficulty in developing retail properties in the Company's primary trading area has 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% of Wakefern’s outstanding stock as of July 26, 2008.  Wakefern, which was organized in 1946, is the nation’s largest retailer-owned food cooperative.  Wakefern and its 44 shareholder members operate 242 supermarkets and other retail formats, including 61 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 13.5% of sales in fiscal 2008.

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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 purchasing, merchandising 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, Keasbey, Dayton and Jamesburg, New Jersey and  Gouldsboro 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 2008, 2007 and 2006.  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.

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

Any material change in Wakefern's method of operation or a termination or material modification of the Company's relationship with Wakefern following 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 $18,291 at July 26, 2008.  The total amount of debt outstanding from all capital pledges to Wakefern is $1,536 at July 26, 2008.  The maximum per store capital contribution increased from $675 to $700 in fiscal 2008, resulting in an additional $500 capital pledge, which was paid in fiscal 2008.

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.

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TECHNOLOGY

The Company considers automation and information technology important to its operations and competitive position.  All stores utilize sophisticated point of sale systems.  Electronic payment options are offered at all checkout locations.  We plan to replace these point of sale systems beginning in fiscal 2009.  We recently upgraded our communication network, which is used for reliable, high speed processing of electronic payments and transmission of data.

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, fifteen stores use these systems to provide improved customer service, especially during peak periods, and reduce operating costs.  Additional locations are planned for fiscal 2009.  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 advanced 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.

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.  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.

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.

 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.

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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.

Some of the Company's principal competitors include Pathmark, A&P, Stop & Shop, Acme, Kings, Wal-Mart, 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, 2008, the Company employed approximately 4,700 persons with approximately 70% 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 April 2009 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.

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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.

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.

WASHINGTON CONSTRUCTION

    The Company began construction of the replacement store in Washington, New Jersey, which is land leased, despite a pending appeal of the approvals received from the Township.   Management believes, based on an opinion obtained from a prominent land use attorney, there is only a slim possibility of the approvals obtained being overturned and the Company’s expenditures and assets being at risk.

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FINANCIAL ENVIRONMENT

We maintain significant amounts of cash and cash equivalents at financial institutions that are in excess of federally insured limits.  Given the current instability of financial institutions, we cannot be assured that we will not experience losses on these deposits. In addition, in the current environment, we cannot be assured that Village’s $20 million revolving credit line will be available for borrowing, or that Village will be able to replace the credit line upon its expiration on September 16, 2009.   We do not anticipate drawing on the credit line prior to its expiration, except for letters of credit to insure construction performance guarantees to municipalities.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.  PROPERTIES

As of July 26, 2008, 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 twenty supermarkets (containing 1,059,000 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.  Eleven of these leased stores are located in shopping centers and the remaining nine are freestanding stores.

The annual rent, including capitalized leases, for all of the Company's leased facilities for the year ended July 26, 2008 was approximately $11,356.

We believe certain conditions in the lease for current store in Washington, New Jersey have been triggered extending the lease term to at least January 31, 2009, which is before the expected completion of the replacement store in spring 2009.   The Company is currently negotiating to further extend the lease term to eliminate the possibility of a period of time between the closing of current store and the opening of the replacement store.

Village is a limited partner in three partnerships, one of which owns a 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.

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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 28 in the Company's Annual Report to Shareholders for the fiscal year ended July 26, 2008 and in the Company’s definitive Proxy Statement to be filed on or before November 3, 2008 in connection with its Annual Meeting scheduled to be held on December 5, 2008.

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 26, 2008.

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 26, 2008.

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 26, 2008.

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 27 in the Company's Annual Report to Shareholders for the fiscal year ended July 26, 2008.

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ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH

              ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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 covered by this report.  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 2008 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 27 in the Company’s Annual Report to Shareholders for the fiscal year ended July 26, 2008.

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 3, 2008, in connection with its Annual Meeting scheduled to be held on December 5, 2008.

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 3, 2008, in connection with its Annual Meeting scheduled to be held on December 5, 2008.

14

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 3, 2008, in connection with its annual meeting scheduled to be held on December 5, 2008.

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 3, 2008, in connection with its annual meeting scheduled to be held on December 5, 2008.

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 3, 2008 in connection with its annual meeting scheduled to be held on December 5, 2008.

PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

(a)	1.	Financial Statements:
		Consolidated Balance Sheets - July 26, 2008 and July 28, 2007.
		Consolidated Statements of Operations - years ended July 26, 2008, July 28, 2007 and July 29, 2006.
		Consolidated Statements of Shareholders' Equity and Comprehensive Income – years ended July 26, 2008, July 28, 2007 and July 29, 2006.
		Consolidated Statements of Cash Flows - years ended July 26, 2008, July 28, 2007 and July 29, 2006.
		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 26, 2008.
	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*
		10.6	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 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 8, 2008

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 8, 2008		October 8, 2008
/s/	Robert Sumas	/s/	William Sumas__________
	Robert Sumas, Director		William Sumas, Director
	October 8, 2008		October 8, 2008
/s/	John P. Sumas	/s/	John J. McDermott_______
	John P. Sumas, Director		John J. McDermott, Director
	October 8, 2008		October 8, 2008
/s/	David C . Judge	/s/	Steven Crystal__________
	David C. Judge, Director		Steven Crystal, Director
	October 8, 2008		October 8, 2008

17

EX-13

VILLAGE SUPER MARKET, INC. < font style="DISPLAY: inline; FONT-WEIGHT: bold">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

I
	t is our pleasure to write to you about our Company’s record performance in fiscal 2008. Net income increased 10% to $22.5 million in fiscal 2008. Sales increased 7.8% to $1.13 billion. Same store sales increased 2.5% . Same store sales have increased 45 consecutive quarters. We achieved these results during a challenging time for our customers and the supermarket business.
	Throughout our long history, we have managed our business by responding to our customers needs. In 2008, our customers are concerned about a weakening economy, and rising gas, food and medical costs. We responded by offering a $330 ShopRite® gift card for each $300 of customer economic stimulus or tax refund checks to a maximum of $1,320 in gift cards. We gave customers a $25 gas card for a $75 purchase of certain products in June and again in September 2008. ShopRite® pharmacies now offer customers a 90 day supply of over 300 commonly prescribed generic drugs for only $9.99. We continue to generate strong results, while also investing in our future. Village generated $45.3 million of operating cash flow in fiscal 2008. We spent $28.4 million on capital expenditures and a store acquisition. 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 3rd. We opened the Franklin Township, NJ superstore on November 7, 2007. Recognizing our strong financial position and operating performance, the Board of Directors returned $21.1 million to shareholders in fiscal 2008, including a $16.6 million special dividend in March 2008, comprised of $3.00 per Class A share and $1.95 per Class B share. The Board also increased the quarterly dividend rate three times in fiscal 2008, and again in September 2008. The annualized dividend rate is now $1.32 per Class A share and $.86 per Class B share, both 32% higher than one year ago. Even after spending $49.5 million on improving our stores and dividends in fiscal 2008, the Company’s balance sheet remains strong. Village has ample resources for strategic initiatives and investing in our future. Construction has begun on a new store in Marmora, NJ and a replacement store in Washington, NJ. Both of these stores are expected to open in the spring of 2009. Today’s economic and competitive environment is challenging. Although we are pleased with Village’s recent performance, we sweat the details in our stores every day. Your management and team of 4,700 dedicated associates remain 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. As always, we thank you for your continued support. October 2008

	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 26,			July 28,			July 29,			July 30,			July 31,
	2008			2007			2006			2005			2004
For year
Sales	$	1,127,762		$	1,046,435		$	1,016,817		$	983,679		$	957,647
Net income		22,543			20,503			16,487			15,542			13,263
Net income as a % of sales		2.00	%		1.96	%		1.62	%		1.58	%		1.38	%
Net income per share:
Class A common stock:
Basic	$	4.23		$	3.89		$	3.14		$	2.98		$	2.60
Diluted		3.43			3.14			2.55			2.43			2.10
Class B common stock:
Basic		2.76			2.53			2.04			1.93			1.69
Diluted		2.75			2.47			2.01			1.91			1.66
Cash dividends declared per share:
Class A		3.83			.690			.405			.285			.155
Class B		2.49			.449			.264			.185			.101
At year-end
Total assets	$	304,045		$	283,123		$	269,475		$	253,407		$	229,425
Long-term debt		27,498			21,767			27,110			33,550			29,239
Working capital		8,871			22,359			44,096			37,228			31,886
Shareholders’ equity		171,031			167,565			150,505			133,244			120,091
Book value per share		25.80			25.73			23.25			20.59			19.04
Other data
Same store sales increase		2.5	%		2.9	%		3.3	%		4.2	%		4.2	%
Total square feet		1,394,000			1,272,000			1,272,000			1,272,000			1,252,000
Average total sq. ft. per store		56,000			55,000			55,000			55,000			54,000
Selling square feet		1,103,000			1,009,000			1,009,000			1,009,000			991,000
Sales per average square foot of selling space	$	1,068		$	1,037		$	1,008		$	984		$	966
Number of stores		25			23			23			23			23
Sales per average number of stores	$	46,990		$	45,497		$	44,209		$	42,769		$	41,637
Capital expenditures	$	24,898		$	15,692		$	14,296		$	17,933		$	14,278
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
2008
Sales	$	263,559		$	292,829		$	273,406		$	297,968		$	1,127,762
Gross profit		70,215			79,413			75,541			80,029			305,198
Net income		4,298			6,439			4,915			6,891			22,543
Net income per share:
Class A common stock:
Basic		.81			1.22			.92			1.28			4.23
Diluted		.65			.98			.75			1.05			3.43
Class B common stock:
Basic		.53			.79			.60			.83			2.76
Diluted		.52			.77			.60			.82			2.75
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:
Class A common stock:
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

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 25 ShopRite supermarkets in New Jersey and northeastern Pennsylvania. Village 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.

     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. Village 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. In addition, Village opened a 67,000 sq. ft. superstore in Franklin Township, New Jersey on November 7, 2007.

     The Company’s stores, five of which are owned, average 56,000 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 2008, sales per store were $46,990 and sales per square foot of selling space were $1,068. Management believes these figures are among the highest in the supermarket industry.

     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 2009.

     The Company utilizes a 52 - 53 week fiscal year, ending on the last Saturday in the month of July. Fiscal 2008, 2007 and 2006 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 26,		July 28,		July 29,
	2008		2007		2006
Sales	100.00	%	100.00	%	100.00	%
Cost of sales	72.94		73.06		73.50
Gross profit	27.06		26.94		26.50
Operating and administrative expense	22.41		22.48		22.47
Depreciation and amortization	1.22		1.18		1.15
Operating income	3.43		3.28		2.88
Interest expense	(.26	)	(.26	)	(.31	)
Interest income	.27		.35		.21
Income before income taxes	3.44		3.37		2.78
Income taxes	1.44		1.41		1.16
Net income	2.00	%	1.96	%	1.62	%

4

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

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

SALES

     Sales were $1,127,762 in fiscal 2008, an increase of $81,327, or 7.8% from the prior year. Sales increased primarily due to the opening of new stores in Galloway, New Jersey on October 3, 2007 and Franklin, New Jersey on November 7, 2007. Same stores sales increased 2.5% in fiscal 2008. Same store sales increased due to improved sales in one store due to the closing of a store by a competitor, higher sales in the Somers Point replacement store and food inflation. These improvements were partially offset by reduced sales in three stores due to two competitive store openings and cannibalization from the opening of the Galloway store. In addition, the distribution of economic stimulus checks during the fourth quarter of fiscal 2008 increased same store sales. Sales were negatively impacted in the second half of fiscal 2008 by increased sale item penetration and trading down, as consumers appeared to be more cautious due to concerns about the economy and rising gas and food prices. 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 stores 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 $1,046,435 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.

GROSS PROFIT

     Gross profit as a percentage of sales increased .12% in fiscal 2008 compared to the prior year principally due to improved departmental gross margin percentages (.11%), improved product mix (.10%) and reduced warehouse assessment charges from Wakefern (.08%). These improvements were partially offset by increased promotional spending (.16%) in the current fiscal year. Gross profit in fiscal 2008 benefited by .06% due to a revision in the index used to calculate LIFO.

     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%).

OPERATING AND ADMINISTRATIVE EXPENSE

     Operating and administrative expense decreased .07% as a percentage of sales in fiscal 2008 compared to the prior year due to refunds of property and liability insurance premiums (.07%), reduced payroll costs (.07%) and the benefit of sales for the Franklin store without any rent expense as that lease is accounted for as a financing lease (.02%). These decreases were partially offset by increased utility costs (.10%) and pre-opening expenses associated with the two new stores (.06%).

     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%).

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization was $13,713, $12,398 and $11,679 in fiscal 2008, 2007 and 2006, respectively. Depreciation and amortization expense increased in fiscal 2008 and 2007 compared to the prior years due to depreciation related to fixed asset additions, including the two new stores.

INTEREST EXPENSE

     Interest expense was $2,986, $2,687 and $3,145 in fiscal 2008, 2007 and 2006, respectively. Interest expense increased in fiscal 2008 due to interest on the Franklin store financing lease, partially offset by lower interest expense due to payments on loans. Interest expense declined in fiscal 2007 due to reductions in debt outstanding.

INTEREST INCOME

     Interest income was $3,030, $3,673 and $2,140 in fiscal 2008, 2007 and 2006, respectively. Interest income declined in fiscal 2008 due to lower amounts of excess cash invested at Wakefern and lower interest rates received. This was in part due to the special dividend paid in April 2008.

     Interest income increased in fiscal 2007 due to higher rates received on investments at Wakefern and higher levels of invested balances.

INCOME TAXES

     The Company’s effective income tax rate was 41.9%, 41.9% and 41.8% in fiscal 2008, 2007 and 2006, respectively.

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 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 26, 2008. 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

5

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

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

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 Village’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 $6,878 and $6,400 at July 26, 2008 and July 28, 2007, 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 cash flows, 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 26, 2008 was to match the plans cash flows to that of a yield curve on high-quality fixed-income investments. Based on this method, we utilized a weighted-average discount rate of 7.01% at July 26, 2008 compared to 6.25% at July 28, 2007. The 76 basis point increase in the discount rate, and a change in the mortality table utilized, decreased the projected benefit obligation at July 26, 2008 by approximately $3,270. 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%	$ 3,826 ($4,727)	$ 293 ($ 341)
Expected return on assets	+/- 1.0%	—	$ 220 ($ 220)

     Village contributed $2,953 and $2,679 in fiscal 2008 and 2007, respectively, to these Company-sponsored pension plans. Village expects to contribute $3,000 in fiscal 2009 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.

UNCERTAIN TAX POSITIONS

     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. Effective July 29, 2007, income tax contingencies are accounted for in accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN48”), which requires 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 $45,339 in fiscal 2008 compared to $35,875 in fiscal 2007. This increase is primarily attributable to a larger increase in payables in the current fiscal year, improved net income and higher depreciation in the current fiscal year. These increases were partially offset by a larger increase in inventory in the current fiscal year due to the addition of the two new stores.

     During fiscal 2008, Village used cash to fund capital expenditures of $24,898, dividends of $21,093, debt payments of $6,138, the acquisition of the Galloway store assets of $3,500, and treasury stock purchases of $1,999. Capital expenditures consisted primarily of the funding of the construction and the equipment of the new, leased Franklin store, which opened on November 7, 2007, and the remodel of the Galloway store, which was acquired on August 11, 2007. Dividends paid include $16,578 of special dividends comprised of $3.00 per Class A common share and $1.95 per Class B common share paid in the third quarter. Debt payments made include the fifth installment of $4,286 on Village’s unsecured Senior Notes. Treasury stock purchases represent restricted shares withheld upon vesting at employees’ request to satisfy tax obligations.

     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

6

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

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

construction of the Franklin, New Jersey store. Debt payments made include the fourth installment of $4,286 on the Company’s unsecured Senior Notes.

LIQUIDITY and DEBT

     Working capital was $8,871, $22,359 and $44,096 at July 26, 2008, July 28, 2007 and July 29, 2006, respectively. Working capital ratios at the same dates were 1.10, 1.30 and 1.60 to one, respectively. Working capital declined in fiscal 2008 due to the use of cash to fund capital expenditures, dividends, debt payments and the acquisition of the Galloway store assets, which was partially offset by the construction loan repayment. The Company’s working capital needs are reduced since inventory is generally sold before payments to Wakefern and other suppliers are due.

     Village has budgeted approximately $30 million for capital expenditures in fiscal 2009. Planned expenditures include construction costs and equipment for a replacement store in Washington, New Jersey and a new store in Marmora, New Jersey. Construction of the Washington replacement store was delayed as the approvals obtained were contested by a third party. Construction began in September 2008 with an expected opening in spring 2009. We believe certain conditions in the lease for the current store in Washington have been triggered extending the lease term to at least January 31, 2009, which is before the expected completion of the replacement store. The Company is currently negotiating to further extend the lease term to eliminate the possibility of a period of time between the closing of the current Washington store and the opening of the replacement store. The Company’s primary sources of liquidity in fiscal 2009 are expected to be cash and cash equivalents on hand at July 26, 2008 and operating cash flow generated in fiscal 2009.

     Village loaned the developer of the Franklin store a portion of the funds needed to prepare the site and construct the store. This loan reached the maximum amount of $6,776 during the first quarter of fiscal 2008. The loan was repaid in full during the second quarter of fiscal 2008 and is presented as a financing obligation in long-term debt in the consolidated balance sheet. The 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.”

     On September 19, 2006 the Company invested $27,698 in notes receivable from Wakefern. As of July 26, 2008 the balance of this investment, including reinvested interest, was $31,121. 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 26, 2008, Village had not provided this notification. Therefore, these notes now mature on September 13, 2009. 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 26, 2008 and July 28, 2007 under this facility.

     The revolving loan agreement contains covenants that, 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 26, 2008, 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 that, among other conditions, require certain levels of net worth, a minimum fixed charge coverage ratio, lien limitations and limitations on additional indebtedness. At July 26, 2008, the Company was in compliance with all terms and covenants of this debt agreement.

     Under the above covenants, Village had approximately $56,000 of net worth available at July 26, 2008 for the payment of dividends.

     During fiscal 2008, Village paid cash dividends of $21,093. Dividends in fiscal 2008 consist of $3.83 per Class A common share and $2.49 per Class B common share. Fiscal 2008 dividends include $16,578 of special dividends paid in the third quarter, comprised of $3.00 per Class A common share and $1.95 per Class B common share.

     During fiscal 2007, Village paid 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.

     The Company maintains significant amounts of cash and cash equivalents at financial institutions that are in excess of federally insured limits. Given the current instability of financial institutions, the Company cannot be assured that we will not experience losses on these deposits. In addition, in the current environment, the Company cannot be assured that Village’s $20 million revolving credit line will be available for borrowing, or that Village will be able to replace the credit line upon its expiration on September 16, 2009. We do not anticipate drawing on the credit line prior to its expiration, except for letters of credit to insure construction performance guarantees to municipalities.

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 26, 2008:

			Payments due by fiscal period
	2009		2010		2011		2012		2013		Thereafter		Total
Long-term debt (2)	$	4,286	$	4,285	$	-------	$	-------	$	-------	$	-------	$	8,571
Capital and financing leases (3)		2,969		2,765		2,433		2,433		2,433		50,226		63,259
Operating leases (3)		8,063		7,986		7,204		6,422		6,206		77,381		113,262
Notes payable to
related party		198		207		279		243		243		366		1,536
	$	15,516	$	15,243	$	9,916	$	9,098	$	8,882	$	127,973	$	186,628

(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 26, 2008 is estimated to be as follows in future fiscal years: 2009 - $365; 2010 - $41; 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, financing and operating leases do not include certain obligations under these leases for other charges. These charges consisted of the following in fiscal 2008: real estate taxes - $3,077; common area maintenance -$1,183; insurance - $213; and contingent rentals - $814.
(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 $3,000 in fiscal 2009 to fund Company-sponsored defined benefit pension plans compared to actual contributions of $2,953 in fiscal 2008. The table also excludes contributions under various multi-employer pension plans, which totaled $4,932 in fiscal 2008.
(5)	The Company adopted FIN 48 on July 29, 2007. The amount of unrecognized tax benefits of $4,184 at July 26, 2008 has been excluded from this table because a reasonable estimate of the timing of future tax settlements cannot be determined.

RECENTLY ISSUED ACCOUNTING STANDARDS

     In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (“FASB 157”). 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. We do not expect the adoption of this standard to have a material effect on our financial position, results of operations and cash flows. Village will provide the required disclosures upon adoption.

     In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115” (“FASB 159”). 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. We do not expect the adoption of this standard to have a material effect on our financial position, results of operations and cash flows.

     In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 amends and expands the disclosure requirements for derivative instruments and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Village will provide the required disclosures upon adoption.

     In June 2008, the FASB issued Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Shared-Based Payment Transactions Are Participating Securities.” The Staff Position concludes that unvested share-based payments awards that contain nonforfeitable rights to dividends are participating securities as defined in EITF 03-6 and therefore should be included in computing earnings per share using the two-class method. The Staff Position is effective for fiscal years beginning after December 15, 2008. The Company currently has share-based awards outstanding that contain nonforfeitable rights to dividends and therefore anticipates this Staff Position to have a negative impact on earnings per share under the two-class method upon adoption. The amount of this impact cannot be determined as it is dependent on the market price of the Company’s Class A shares in future periods.

RECENTLY ADOPTED ACCOUNTING STANDARDS

     Effective July 29, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement 109”, as amended by FASB Staff Position No. 48-1 (“FIN 48”). FIN 48 prescribes a comprehensive model for the recognition, measurement, and disclosure in financial statements of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 requires a tax benefit from an uncertain tax position 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% likely of being realized upon effective settlement with a taxing authority having full knowledge of all relevant information. The

8

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

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

effect of adoption was to increase retained earnings by $399 and to decrease the accrual for uncertain tax positions by a corresponding amount as of July 29, 2007.

     As of adoption, the total amount of unrecognized tax benefits for uncertain tax positions was $4,263 (gross), of which $2,771 (net of federal benefit) would decrease the effective tax rate if recognized. The Company recognizes interest and penalties on income taxes in income tax expense. The amount of accrued interest and penalties included in the consolidated balance sheet was $866 at July 29, 2007.

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 26, 2008, the Company’s indebtedness to Wakefern for the outstanding amount of this stock subscription was $1,536. The maximum per store investment, which is currently $700, increased by $25 in both fiscal 2008 and 2007, resulting in additional cash investments of $500 and $550, respectively. 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. Wakefern provides the Company with support services in numerous areas including advertising, supplies, liability and property insurance, technology support and other store services. 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 26, 2008 the balance of this investment, including reinvested interest, was $31,121. 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 26, 2008, Village had not provided this notification. Therefore, these notes now mature on September 13, 2009. 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 26, 2008, Village had demand deposits invested at Wakefern in the amount of $31,963. These deposits earn overnight money market rates.

     On August 11, 2007, the Company acquired the fixtures and lease of a new store location in Galloway Township, New Jersey from Wakefern for $3,500.

     The Company subleases the Galloway and Vineland stores from Wakefern at combined current annual rents of $1,173. Both leases contain normal periodic rent increases and options to extend the lease.

     Village leases a supermarket from a realty firm partly owned by officers of Village. The Company paid rent to this related party of $595, $595 and $565 in fiscal years 2008, 2007 and 2006, 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 $727, $722 and $724 in fiscal years 2008, 2007 and 2006, 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 similar inflation in fiscal 2008 and 2007, and more inflation in fiscal 2007 than in fiscal 2006. The Company recorded a pre-tax LIFO charge of $742, $746 and $256 in fiscal 2008, 2007 and 2006, respectively. The company calculates LIFO charges based on CPI indices published by the Department of Labor, which indicated weighted-average CPI increases of 2.7%, 4.1% and 1.9% in fiscal 2008, 2007 and 2006, respectively.

MARKET RISK

     Village is exposed to market risks arising from adverse changes in interest rates. During fiscal 2008, 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% (6.47% at July 26, 2008) 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 26, 2008, the remaining notional amount of the swap agreement was $2,857. A 1% increase in interest rates, applied to the Company’s borrowings at July 26, 2008, would result in an annual increase in interest expense and a corresponding reduction in cash flow of approximately $29. The fair value of the Company’s fixed rate debt approximates carrying value at July 26, 2008.

     At July 26, 2008, the Company had demand deposits of $31,963 at Wakefern earning interest at overnight money market rates, which are exposed to the impact of interest rate changes. At July 26, 2008, the Company had $31,121 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 tax examinations; 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 26,			July 28,
	2008			2007
ASSETS
Current Assets
Cash and cash equivalents	$	47,889		$	53,846
Merchandise inventories		33,073			29,792
Patronage dividend receivable		6,878			6,400
Other current assets		9,863			7,994
Total current assets		97,703			98,032
Notes receivable from Wakefern		31,121			29,241
Property, equipment and fixtures, net		141,752			125,833
Investment in Wakefern		18,291			16,391
Goodwill		10,605			10,605
Other assets		4,573			3,021
	$	304,045		$	283,123
LIABILITIES and SHAREHOLDERS’ EQUITY
Current Liabilities
Notes payable	$	4,286		$	4,860
Capital and financing lease obligations		515			515
Notes payable to Wakefern		198			134
Accounts payable to Wakefern		52,345			41,910
Accounts payable and accrued expenses		25,165			24,356
Income taxes payable		6,323			3,898
Total current liabilities		88,832			75,673
Long-term Debt
Notes payable		4,285			8,572
Capital and financing lease obligations		21,875			12,945
Notes payable to Wakefern		1,338			250
Total long-term debt		27,498			21,767
Deferred income taxes		5,219			6,103
Pension liabilities		6,471			7,267
Other liabilities		4,994			4,748
Commitments and Contingencies (Notes 3, 4, 5, 6 and 9)
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 3,761 at July 26, 2008
and 3,636 shares at July 28, 2007		25,458			22,649
Class B common stock, no par value:
Authorized 10,000 shares, issued and outstanding
3,188 shares		1,035			1,035
Retained earnings		152,445			150,596
Accumulated other comprehensive loss		(4,071	)		(4,526	)
Less treasury stock, Class A, at cost (321 shares at July 26, 2008
and 312 shares at July 28, 2007)		(3,836	)		(2,189	)
Total shareholders’ equity		171,031			167,565
	$	304,045		$	283,123

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 26,			July 28,			July 29,
	2008			2007			2006
Sales	$	1,127,762		$	1,046,435		$	1,016,817
Cost of sales		822,564			764,494			747,320
Gross profit		305,198			281,941			269,497
Operating and administrative expense		252,739			235,226			228,474
Depreciation and amortization		13,713			12,398			11,679
Operating income		38,746			34,317			29,344
Interest expense		(2,986	)		(2,687	)		(3,145	)
Interest income		3,030			3,673			2,140
Income before income taxes		38,790			35,303			28,339
Income taxes		16,247			14,800			11,852
Net income	$	22,543		$	20,503		$	16,487
Net income per share:
Class A common stock:
Basic	$	4.23		$	3.89		$	3.14
Diluted	$	3.43		$	3.14		$	2.55
Class B common stock:
Basic	$	2.76		$	2.53		$	2.04
Diluted	$	2.75		$	2.47		$	2.01

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 26, 2008, July 28, 2007 and July 29, 2006

										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 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
Reduction of minimum
pension liability, net of
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
Reduction of minimum
pension liability, net of
tax expense of $1,722	—		—	—		—		––			2,562		—			—			2,562
Comprehensive income																			23,065
FASB 158 adjustment, net of
a 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
Net income	—		—	—		—		22,543			—		—			—			22,543
Recognition of pension
actuarial loss, net of tax
expense of $188	—		—	—		—		––			283		—			—			283
Reduction of pension
liability, net of tax
expense of $115	—		—	—		—		––			172		—			—			172
Comprehensive income																			22,998
FIN 48 adjustment	—		—	—		—		399			—		—			—			399
Dividends	—		—	—		—		(21,093	)		—		—			—			(21,093	)
Exercise of stock options	—		236	—		—		—			—		(31	)		352			588
Treasury stock purchases	—		—	—		—		—			—		40			(1,999	)		(1,999	)
Share-based
compensation expense	125		1,725	—		—		––			—		—			—			1,725
Tax benefits from exercise
of stock options and
restricted share vesting	—		848	—		—		—			—		—			—			848
Balance, July 26, 2008	3,761	$	25,458	3,188	$	1,035	$	152,445		$	(4,071	)	321		$	(3,836	)	$	171,031

See notes to consolidated financial statements.

12

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows
(in thousands)

	July 26, 2008			July 28, 2007			July 29, 2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	22,543		$	20,503		$	16,487
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of assets		—			—			(459	)
Depreciation and amortization		13,713			12,398			11,679
Noncash share-based compensation		1,725			1,109			1,053
Deferred taxes		810			(621	)		(1,125	)
Provision to value inventories at LIFO		742			746			256
Changes in assets and liabilities:
Merchandise inventories		(4,023	)		(1,015	)		397
Patronage dividend receivable		(478	)		(660	)		(270	)
Accounts payable to Wakefern		10,435			119			2,881
Accounts payable and accrued expenses		(789	)		1,599			3,221
Income taxes payable		2,425			900			1,900
Other assets and liabilities		(1,764	)		797			(506	)
Net cash provided by operating activities		45,339			35,875			35,514
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(24,898	)		(15,692	)		(14,296	)
Investment in note receivable from Wakefern		(1,880	)		(29,241	)		—
Acquisition of Galloway store assets		(3,500	)		—			—
Proceeds from sale of assets		—			—			480
Net cash used in investing activities		(30,278	)		(44,933	)		(13,816	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of construction loan		6,776			—			—
Proceeds from exercise of stock options		588			266			10
Tax benefit related to share-based compensation		848			618			22
Principal payments of long-term debt		(6,138	)		(6,980	)		(6,833	)
Dividends		(21,093	)		(3,711	)		(3,028	)
Treasury stock purchases		(1,999	)		—			—
Net cash used in financing activities		(21,018	)		(9,807	)		(9,829	)
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS		(5,957	)		(18,865	)		11,869
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR		53,846			72,711			60,842
CASH AND CASH EQUIVALENTS, END OF YEAR	$	47,889		$	53,846		$	72,711
SUPPLEMENTAL DISCLOSURES OF
CASH PAYMENTS MADE FOR:
Interest	$	3,142		$	2,829		$	3,245
Income taxes	$	13,457		$	14,192		$	10,706
NONCASH SUPPLEMENTAL DISCLOSURES:
Financing lease obligation	$	2,684		$	—		$	—
Investment in Wakefern	$	1,900		$	721		$	—

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 25 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 2008, 2007 and 2006 contain 52 weeks.

Industry segment

     The Company consists of one operating segment, the retail sale of food and nonfood 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 26, 2008 and July 28, 2007 are $31,963 and $39,448, respectively, of demand deposits invested at Wakefern at overnight money market rates. The Company has cash balances in banks in excess of the maximum amount insured by the FDIC.

Merchandise inventories

     Approximately 66% 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 $13,283 and $12,541 higher than reported in fiscal 2008 and 2007, respectively. In fiscal 2008, the Company revised the CPI indices used to calculate LIFO to provide an improved estimate of the impact of changes in price levels. This revision in estimate resulted in an increase to net income of $387 in fiscal 2008. 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.

Leases

     Leases that 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 that 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-line basis over the term of the lease.

     Beginning in fiscal 2007, Village loaned the developer of the Franklin store a portion of the funds needed to prepare the site and construct the store. This loan reached a maximum amount of $6,776 during the first quarter of fiscal 2008 and was repaid in the second quarter of fiscal 2008. The developer loan 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,” as Village was considered the owner of the building during the construction period. Upon completion of the construction in November 2007, Village did not meet the requirements of FASB Statement No. 98, “Accounting for Leases,” to qualify for sale-leaseback treatment. Therefore, the $6,776 construction loan and $2,684 of land and site costs paid by the landlord were recorded as property and long-term debt.

Advertising

     Advertising costs are expensed as incurred. Advertising expense was $8,284, $7,879 and $7,554 in fiscal 2008, 2007 and 2006, respectively.

14

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 1 — SUMMARY of SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes

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

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, accounting for uncertain tax positions, 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 Statement No. 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). At July 26, 2008, the notional amount is $2,857. 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.

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 Statement No. 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 cash dividends as declared 54% greater than those paid on Class B common stock. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time.

     The Company utilizes the two-class method of computing and presenting net income per share 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”. 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.

	2008					2007					2006
	Class A		Class B			Class A		Class B			Class A		Class B
Numerator:
Net income allocated, basic	$	13,738	$	8,805		$	12,442	$	8,061		$	9,985	$	6,502
Conversion of Class B to Class A shares		8,805		—			8,061		—			6,502		—
Effect of share-based compensation
on allocated net income		—		(23	)		—		(179	)		—		(107	)
Net income allocated, diluted	$	22,543	$	8,782		$	20,503	$	7,882		$	16,487	$	6,395
Denominator:
Weighted average shares
outstanding, basic		3,248		3,188			3,196		3,188			3,181		3,188
Conversion of Class B to Class A shares		3,188		—			3,188		—			3,188		—
Dilutive effect of share-based compensation		141		—			146		—			101		—
Weighted average shares
outstanding, diluted		6,577		3,188			6,530		3,188			6,470		3,188
Net income per share is as follows:
	2008					2007					2006
	Class A		Class B			Class A		Class B			Class A		Class B
Basic	$	4.23	$	2.76		$	3.89	$	2.53		$	3.14	$	2.04
Diluted	$	3.43	$	2.75		$	3.14	$	2.47		$	2.55	$	2.01

     Class A shares of 229, 14 and 4 issuable under the Company’s share-based compensation plans were excluded from the calculation of diluted net income per share at July 26, 2008, July 28, 2007 and July 29, 2006, respectively, as a result of their anti-dilutive effect.

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 Statement No. 123(R), “Share-Based Payment,” on May 1, 2005 utilizing the modified prospective application. FASB123(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.

Benefit plans

     Effective July 28, 2007, Village adopted the recognition and disclosure provisions of FASB Statement No. 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.

Recently adopted accounting standards

     Effective July 29, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement 109”, as amended by FASB Staff Position No. 48-1 (“FIN 48”). FIN 48 prescribes a comprehensive model for the recognition, measurement, and disclosure in financial statements of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 requires a tax benefit from an uncertain tax position 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% likely of being realized upon effective settlement with a taxing authority having full knowledge of all relevant information. The effect of adoption was to increase retained earnings by $399 and to decrease the accrual for uncertain tax positions by a corresponding amount as of July 29, 2007.

     As of adoption, the total amount of unrecognized tax benefits for uncertain tax positions was $4,263 (gross), of which $2,771 (net of federal benefit) would decrease the effective tax rate if recognized. The Company recognizes interest and penalties on income taxes in income tax expense. The amount of accrued interest and penalties included in the consolidated condensed balance sheet was $866 at July 29, 2007.

Recently issued accounting standards

     In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (“FASB 157”). 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. We do not expect the adoption of this standard to have a material effect on our financial position, results of operations and cash flows.Village will provide the required disclosures upon adoption.

     In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115” (“FASB 159”). 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. We do not expect the adoption of this standard to have a material effect on our financial position, results of operations and cash flows.

     In March 2008, the FASB issued Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 amends and expands the disclosure requirements for derivative instruments and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Village will provide the required disclosures upon adoption.

     In June 2008, the FASB issued Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Shared-Based Payment Transactions Are Participating Securities.” The Staff Position concludes that unvested share-based payments awards that contain nonforfeitable rights to dividends are participating securities as defined in EITF 03-6 and therefore should be included in computing earnings per share using the two-class method. The Staff Position is effective for fiscal years beginning after December 15, 2008. The Company currently has share-based awards outstanding that contain nonforfeitable rights to dividends and therefore anticipates this Staff Position to have a negative impact on earnings per share under the two-class method upon adoption. The amount of this impact cannot be determined as it is dependent on the market price of the Company’s Class A shares in future periods.

17

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 2 — PROPERTY, EQUIPMENT and FIXTURES

     Property, equipment and fixtures are comprised as follows:

	July 26,			July 28,
	2008			2007
Land and buildings	$	63,864		$	54,241
Store fixtures and equipment		127,655			110,740
Leasehold improvements		59,096			53,248
Leased property under capital leases		16,613			16,613
Construction in progress		4,050			7,173
Vehicles		1,324			1,183
		272,602			243,198
Accumulated depreciation		(124,817	)		(111,895	)
Accumulated amortization of property under capital leases		(6,033	)		(5,470	)
Property, equipment and fixtures, net	$	141,752		$	125,833

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

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 15.0% of the outstanding shares of Wakefern at July 26, 2008. 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 2008, 2007 and 2006. The Company also has an investment of approximately 8.2% 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 26, 2008, the Company’s indebtedness to Wakefern for the outstanding amount of these stock subscriptions was $1,536. Installment payments are due as follows: 2009 - $198; 2010 - $207; 2011 -$279; 2012 - $243; 2013 - $243; and thereafter $366. The maximum per store investment, which is currently $700, increased by $25 in both fiscal 2008 and 2007, resulting in additional cash investments of $500 and $550, respectively. 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 $15,983, $13,957 and $12,808 in fiscal 2008, 2007 and 2006, 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 $22,168, $20,646 and $19,856 from Wakefern in fiscal 2008, 2007 and 2006, 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 26, 2008 the balance of this investment, including reinvested interest, was $31,121. 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 26, 2008, Village had not provided this notification. Therefore, these notes now mature on September 13, 2009. 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 26, 2008, the Company had demand deposits invested at Wakefern in the amount of $31,963. These deposits earn overnight money market rates.

     Interest income earned on investments with Wakefern was $3,030, $3,673 and $2,140 in fiscal 2008, 2007 and 2006, respectively.

     On August 11, 2007, the Company acquired the fixtures and lease of a new store location in Galloway Township, New Jersey from Wakefern for $3,500.

18

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 4 — DEBT

	July 26,		July 28,
		2008		2007
Senior notes payable (a)	$	8,571	$	12,857
Notes payable, interest at 4.39% to 6.68%, payable in monthly installments,
collateralized by certain equipment		—		575
		8,571		13,432
Less current portion		4,286		4,860
	$	4,285	$	8,572

Aggregate principal maturities of notes payable as of July 26, 2008 are as follows:

Year ending July:
2009	$	4,286
2010		4,285
Thereafter		—

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

     The Senior Note agreement contains covenants that, among other conditions, require certain levels of net worth, a minimum fixed charge coverage ratio, lien limitations and limitations on additional indebtedness. At July 26, 2008, 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% (6.47% at July 26, 2008) 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 ($2,857 at July 26, 2008) decreases in amounts and on dates corresponding to the repayment of the fixed rate obligation it hedges. This interest rate swap agreement reduced interest expense by $35 in fiscal 2008, and increased interest expense by $30 and $10 in fiscal 2007 and 2006, respectively. 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 26, 2008 and July 28, 2007 under this facility.

     The revolving loan agreement provides for up to $3,000 of letters of credit ($2,107 outstanding at July 26, 2008), which secure obligations for self-insured workers’ compensation claims from 1995 to 1998 and construction performance guarantees to municipalities.

     This loan agreement contains covenants that, 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 26, 2008, the Company was in compliance with all covenants of the revolving loan agreement. Under the above covenants, Village had approximately $56,000 of net worth available at July 26, 2008 for the payment of dividends.

NOTE 5 — INCOME TAXES

     The components of the provision for income taxes are:

		2008		2007			2006
Federal:
Current	$	11,749	$	12,063		$	10,303
Deferred		600		(728	)		(1,175	)
State:
Current		3,688		3,358			2,674
Deferred		210		107			50
	$	16,247	$	14,800		$	11,852

19

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

     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 26,		July 28,
	2008		2007
Deferred tax liabilities:
Tax over book depreciation	$	11,574	$	10,824
Patronage dividend receivable		2,788		2,403
Investment in partnerships		944		944
Other		170		170
Total deferred tax liabilities		15,476		14,341
Deferred tax assets:
Leasing activities		2,798		947
Compensation related costs		2,022		1,948
Pension costs		2,685		3,017
Accrual for special charges		630		630
Other		369		367
Total deferred tax assets		8,504		6,909
Net deferred tax liability	$	6,972	$	7,432

     Net current deferred taxes of $1,753 and $1,329 are included in accounts payable and accrued expenses at July 26, 2008 and July 28, 2007, 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 26, 2008 and July 28, 2007.

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

	2008		2007		2006
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal tax benefit	6.5		6.4		6.2
Other	.4		.5		.6
Effective income tax rate	41.9	%	41.9	%	41.8	%

  Effective July 29, 2007, the Company adopted FIN 48. The effect of adoption was to increase retained earnings by $399 and to decrease the accrual for uncertain tax positions by a corresponding amount as of July 29, 2007.

     A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

Balance at July 29, 2007	$	4,263
Additions based on tax positions related to the current year		1,611
Additions for tax positions of prior years		563
Balance at July 26, 2008	$	6,437

     Unrecognized tax benefits at July 26, 2008 include tax positions of $4,184 (net of federal benefit) that would reduce the Company’s effective income tax rate, if recognized in future periods.

     The Company recognizes interest and penalties on income taxes in income tax expense. During fiscal 2008, the Company recognized $592 related to interest and penalties on income taxes. The amount of accrued interest and penalties included in the consolidated balance sheet was $1,458 at July 26, 2008.

     The state of New Jersey has audited the Company’s tax returns for fiscal 2002 through fiscal 2005. The state has assessed a tax deficiency on one issue related to the deductibility of certain payments between subsidiaries, which the Company is contesting. We anticipate this matter may be resolved within the next twelve months through the state’s appeal process. The ultimate resolution of this matter could significantly increase or decrease the total amount of the Company’s unrecognized tax benefits. An examination of the Company’s fiscal 2004 federal tax return was completed in fiscal 2006.

20

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 6 — LEASES

Description of leasing arrangements

     The Company leased twenty stores at July 26, 2008, including five 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 at increased rents 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.

  We believe certain conditions in the lease for the current store in Washington have been triggered extending the lease term to at least January 31, 2009, which is before the expected completion of a replacement store. The Company is currently negotiating to further extend the lease term to eliminate the possibility of a period of time between the closing of the current Washington store and the opening of the replacement store.

     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 26, 2008:

		Capital and			Operating
		financing leases			leases
	2009		$	2,969	$	8,063
	2010			2,765		7,986
	2011			2,433		7,204
	2012			2,433		6,422
	2013			2,433		6,206
	Thereafter			50,226		77,381
Minimum lease payments				63,259	$	113,262
Less amount representing interest				40,869
Present value of minimum lease payments				22,390
Less current portion				515
			$	21,875

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

	2008		2007		2006
Minimum rentals	$	7,768	$	7,770	$	6,358
Contingent rentals		814		818		1,117
	$	8,582	$	8,588	$	7,475

     Beginning in fiscal 2007, Village loaned the developer of the Franklin store a portion of the funds needed to prepare the site and construct the store. This loan reached a maximum amount of $6,776 during the first quarter of fiscal 2008 and was repaid in the second quarter of fiscal 2008. The developer loan 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,” as Village was considered the owner of the building during the construction period. Upon completion of the construction in November 2007, Village did not meet the requirements of FASB Statement No. 98, “Accounting for Leases” to qualify for sale-leaseback treatment. Therefore, the $6,776 construction loan and $2,684 of land and site costs paid by the landlord were recorded as property and long-term debt.

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 $595, $595 and $565 in fiscal 2008, 2007 and 2006, 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 $727, $722 and $724 in fiscal 2008, 2007 and 2006, 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 the Galloway and Vineland stores from Wakefern under sublease agreements which provide for combined annual rent of $1,173. Both leases contain normal periodic rent increases and options to extend the lease.

21

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

NOTE 7 — SHAREHOLDERS’ 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 $1,725, $1,109, and $1,053 in fiscal 2008, 2007 and 2006, respectively. Total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $538, $317 and $307 in fiscal 2008, 2007 and 2006.

     The 1997 Incentive and Non-Statutory Stock Option Plan (the “1997 Plan”) provided 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. There are 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 nonqualified 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 years:

	2008				2007				2006
	Shares		Weighted-average		Shares		Weighted-average		Shares		Weighted-average
			exercise price				exercise price				exercise price
Outstanding at beginning of year	186		$	22.10	220		$	18.01	236		$	16.83
Granted	90			50.66	14			44.43	14			24.74
Exercised	(31	)		18.94	(38	)		6.97	(2	)		5.00
Forfeited	(2	)		21.00	(10	)		21.00	(28	)		12.34
Outstanding at end of year	243		$	33.09	186		$	22.10	220		$	18.01
Options exercisable at end of year	125		$	20.10	20		$	12.20	58		$	8.77

22

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

     As of July 26, 2008, the weighted-average remaining contractual term of options outstanding and options exercisable was 7.9 years and 6.5 years, respectively. As of July 26, 2008, the aggregate intrinsic value of options outstanding and options exercisable was $3,606 and $3,267, respectively. The weighted-average grant date fair value of options granted was $11.00, $12.88 and $12.40 per share in fiscal 2008, 2007 and 2006, respectively. The total intrinsic value of options exercised was $883, $1,514, and $54 in fiscal 2008, 2007 and 2006, respectively. 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.

	2008		2007		2006
Expected life (years)	5.0		5.0		5.0
Expected volatility	28.0	%	29.0	%	33.0	%
Expected dividend yield	2.4	%	1.7	%	1.3	%
Risk-free interest rate	2.4	%	4.9	%	4.7	%

     The following table summarizes restricted stock activity under the 2004 Plan for fiscal 2008, 2007 and 2006:

	2008			2007		2006
			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	104	$21.00
Granted	125		50.78	—	—	—	—
Vested	(103	)	21.00	—	—	—	—
Forfeited	—		—	—	—	—	—
Nonvested at end of year	126		$50.78	104	$21.00	104	$21.00

     As of July 26, 2008, there was $6,481 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 2.6 years. The total fair value of restricted shares vested during fiscal 2008 was $5,165 (none in fiscal 2007 and 2006).

     Cash received from option exercises under all share-based compensation arrangements was $588, $266 and $10 in fiscal 2008, 2007 and 2006, respectively. The actual tax benefit realized for tax deductions from option exercises under share-based compensation arrangements was $283, $618 and $22 in fiscal 2008, 2007 and 2006, respectively.

     The Company declared cash dividends on common stock as follows:

	2008		2007		2006
Per share:
Class A common stock	$	3.83	$	.690	$	.405
Class B common stock		2.49		.449		.264
Aggregate:
Class A common stock	$	13,155	$	2,279	$	1,330
Class B common stock		7,938		1,432		842
	$	21,093	$	3,711	$	2,172

     Dividends paid in fiscal 2008 include special dividends totaling $16,578 paid in the third quarter, comprised of $3.00 per Class A common share and $1.95 per Class B common share

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. 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 fourth plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives. 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 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 required to be recorded as a component of Accumulated other comprehensive income. As a result of adoption, the Company recorded an increase in pension liabilities and accumulated other comprehensive loss of $4,287 at July 28, 2007.

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

	2008			2007			2006
Service cost	$	2,259		$	2,028		$	2,113
Interest cost on projected benefit obligation		1,835			1,614			1,448
Expected return on plan assets		(1,650	)		(1,258	)		(1,066	)
Amortization of gains and losses		454			663			1,076
Amortization of prior service costs		17			17			17
Net periodic pension cost	$	2,915		$	3,064		$	3,588

     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:

		2008			2007
Changes in Benefit Obligation:
Benefit obligation at beginning of year	$	29,251		$	26,210
Service cost		2,259			2,028
Interest cost		1,835			1,614
Benefits paid		(760	)		(730	)
Actuarial loss (gain)		(2,681	)		129
Benefit obligation at end of year	$	29,904		$	29,251
Changes in Plan Assets:
Fair value of plan assets at beginning of year	$	21,984		$	17,249
Actual return on plan assets		(744	)		2,786
Employer contributions		2,953			2,679
Benefits paid		(760	)		(730	)
Fair value of plan assets at end of year	$	23,433		$	21,984
Funded status at end of year	$	(6,471	)	$	(7,267	)
Amounts recognized in the consolidated balance sheets:
Pension liabilities	$	(6,471	)	$	(7,267	)
Accumulated other comprehensive loss, net of income taxes		(4,071	)		(4,526	)
Amounts included in Accumulated other comprehensive loss (pre-tax):
Net actuarial loss	$	6,723		$	7,464
Prior service cost		41			58
	$	6,764		$	7,522

24

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

     The Company expects approximately $532 of the net actuarial loss and $9 of the prior service cost to be recognized as a component of net periodic benefit costs in fiscal 2009.

     The accumulated benefit obligations of the four plans were $24,789, and $23,688 at July 26, 2008 and July 28, 2007, respectively.

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

	2008		2007		2006
Assumed discount rate – net periodic pension cost	6.25	%	6.25	%	5.5	%
Assumed discount rate – benefit obligation	7.01	%	6.25	%	6.25	%
Assumed rate of increase in compensation levels	4-4.5	%	4-4.5	%	4-4.5	%
Expected rate of return on plan assets	7.5	%	7.5	%	7.5	%

     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		2008		2007
Equities	50 - 70	%	63		57	%
Fixed income securities	25 - 35	%	34		31
Cash equivalents and other assets	0 - 10	%	3		12
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 $957 and $978 at July 26, 2008 and July 28, 2007, 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.

     Based on actuarial assumptions, the Company estimates future defined benefit payments from plan assets as follows:

Fiscal Year
2009	$	2,860
2010		3,963
2011		1,101
2012		1,024
2013		1,835
2014 - 2018		9,242

     The Company expects to contribute $3,000 in cash to all defined benefit pension plans in fiscal 2009.

     The Company also participates in several multi-employer pension plans for which the fiscal 2008, 2007, and 2006 contributions were $4,932, $4,802 and $4,695, respectively. Based on the most recent information available, the Company believes a number of these multi-employer plans are underfunded. 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 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 Village’s 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.

     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 $276, $257 and $247 in fiscal 2008, 2007, and 2006, respectively.

25

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Continued)

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.

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 26, 2008.

     The Company’s independent registered public accounting firm has audited the accompanying consolidated financial statements and the Company’s internal control over financial reporting. The report of the independent registered public accounting firm is included below.

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 26, 2008 and July 28, 2007, 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 26, 2008. We also have audited Village Super Market, Inc.’s internal control over financial reporting as of July 26, 2008, 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 26, 2008 and July 28, 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended July 26, 2008, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Village Super Market, Inc. maintained, in all material respects, effective internal control over financial reporting as of July 26, 2008, based on criteria established in Internal Control - Integrated Framework issued by COSO.

     As discussed on Notes 1, 5 and 8 to the consolidated financial statements, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109," effective July 29, 2007, and 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 July 28, 2007.

Short Hills, New Jersey 
October 8, 2008

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 Select 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
2008
4th Quarter	$	47.79	$	37.59
3rd Quarter		52.39		44.20
2nd Quarter		56.10		45.38
1st Quarter		53.99		43.02
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

     As of October 3, 2008, there were 280 holders of record and 700 individual stockholders holding Class A common stock under nominee security position listings.

     During fiscal 2008, the Company declared cash dividends of $3.83 per Class A common share and $2.49 per Class B common share. In addition to quarterly dividends, these dividends include special dividends paid in the third quarter of $3.00 per Class A common share and $1.95 per Class B common share.

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

     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.

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 26, 2008.  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 8, 2008, with respect to the consolidated balance sheets of Village Super Market, Inc. and subsidiaries as of July 26, 2008 and July 28, 2007, 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 26, 2008, and the effectiveness of internal control over financial reporting as of July 26, 2008, which report is incorporated by reference from the July 26, 2008 annual report of Village Super Market, Inc.

Our report on the consolidated financial statements refers to the Company’s adoption of the provisions of Financial Accounting Standards Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109," effective July 29, 2007, and 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 132 R," effective July 28, 2007.

/s/  KPMG LLP

Short Hills, New Jersey

October 8, 2008

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 8, 2008	/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 8, 2008	/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 ended July 26, 2008 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 8, 2008

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 ended July 26, 2008 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 8, 2008