VILLAGE SUPER MARKET INC (Form: 10-Q, Received: 03/05/2009 09:10:23)

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

[x]	QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

	For the quarterly period ended: January 24, 2009

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File No. 0-2633

VILLAGE SUPER MARKET, INC .

(Exact name of registrant as specified in its charter)

NEW JERSEY	22-1576170
(State of 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)

(973) 467-2200

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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.

x Yes o No

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 o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

Indicate the number of shares outstanding of the issuer's classes of common stock as of the latest practicable date:

	March 3, 2009

Class A Common Stock, No Par Value	6,915,884 Shares
Class B Common Stock, No Par Value	6,376,304 Shares

VILLAGE SUPER MARKET, INC .

INDEX

PART I		PAGE NO .

FINANCIAL INFORMATION


Item 1.	Financial Statements (Unaudited)

	Consolidated Condensed Balance Sheets	3

	Consolidated Condensed Statements of Operations	4

	Consolidated Condensed Statements of Cash Flows	5

	Notes to Consolidated Condensed Financial Statements	6



Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative & Qualitative Disclosures about Market Risk	17

Item 4.	Controls and Procedures	17



PART II

OTHER INFORMATION


Item 6.	Exhibits	19

	Signatures	19

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VILLAGE SUPER MARKET, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(in Thousands) (Unaudited)

	January 24,			July 26,
	2009			2008
ASSETS

Current assets
Cash and cash equivalents	$	54,733		$	47,889
Merchandise inventories		35,135			33,073
Patronage dividend receivable		3,025			6,878
Note receivable from Wakefern		15,530			-----
Other current assets		11,502			9,863
Total current assets		119,925			97,703

Note receivable from Wakefern		16,409			31,121
Property, equipment and fixtures, net		153,300			141,752
Investment in Wakefern		18,948			18,291
Goodwill		10,605			10,605
Other assets		4,561			4,573

TOTAL ASSETS	$	323,748		$	304,045

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Current portion of long-term debt	$	4,707		$	4,801
Current portion of notes payable to Wakefern		237			198
Accounts payable to Wakefern		54,362			52,345
Accounts payable and accrued expenses		25,986			25,165
Income taxes payable		8,821			6,323
Total current liabilities		94,113			88,832

Long-term debt		27,414			26,160
Notes payable to Wakefern		1,278			1,338
Other liabilities		17,459			16,684

Commitments and contingencies

Shareholders' equity
Class A common stock - no par value, issued 7,524 shares		27,090			25,458
Class B common stock - no par value, 6,376 shares issued and outstanding		1,035			1,035
Retained earnings		162,906			152,445
Accumulated other comprehensive loss		(3,909	)		(4,071	)
Less cost of Class A treasury shares ( 608 at January 24 , 2009 and 642 at July 26 , 2008 )		(3,638	)		(3,836	)
Total shareholders’ equity		183,484			171,031

TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	323,748		$	304,045

See accompanying Notes to Consolidated Condensed Financial Statements.

VILLAGE SUPER MARKET, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in Thousands except Per Share Amounts)

(Unaudited)

	13 Wks. Ended			13 Wks. Ended			26 Wks. Ended			26 Wks. Ended
	Jan. 24, 2009			Jan. 26, 2008			Jan. 24, 2009			Jan. 26, 2008


Sales	$	312,714		$	292,829		$	603,698		$	556,388

Cost of sales		227,653			213,416			439,165			406,760

Gross profit		85,061			79,413			164,533			149,628

Operating and administrative expense		67,488			64,793			132,260			124,713

Depreciation and amortization		3,705			3,437			7,322			6,626

Operating income		13,868			11,183			24,951			18,289

Interest expense		(708	)		(832	)		(1,434	)		(1,439	)

Interest income		489			770			1,057			1,758

Income before income taxes		13,649			11,121			24,574			18,608

Income taxes		5,693			4,682			10,250			7,871

Net income	$	7,956		$	6,439		$	14,324		$	10,737

Net income per share:

Class A Common Stock:
Basic	$	.74		$	.61		$	1.33		$	1.01
Diluted	$	.60		$	.49		$	1.08		$	.82

Class B Common Stock:
Basic	$	.48		$	.39		$	.86		$	.66
Diluted	$	.47		$	.38		$	.85		$	.64

See accompanying Notes to Consolidated Condensed Financial Statements.

VILLAGE SUPER MARKET, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in Thousands) (Unaudited)

	26 Weeks Ended			26 Weeks Ended
	January 24, 2009			January 26, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	14,324		$	10,737
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,322			6,626
Deferred taxes		350			( 258	)
Provision to value inventories at LIFO		600			475
Non-cash share-based compensation		1,274			583

Changes in assets and liabilities:
Merchandise inventories		( 2,662	)		( 4,920	)
Patronage dividend receivable		3,853			3,671
Accounts payable to Wakefern		2,017			5,209
Accounts payable and accrued expenses		821			(1,670	)
Income taxes payable		2,498			2,092
Other assets and liabilities		(1,040	)		(562	)
Net cash provided by operating activities		29,357			21,983

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		( 13,170	)		(17,748	)
Acquisition of Galloway store assets		------			(3,500	)
Investment in notes receivable from Wakefern		(818	)		( 1,011	)
Net cash used in investing activities		(13,988	)		( 22,259	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of construction loan		-------			6,776
Proceeds from exercise of stock options		339			20
Tax benefit related to share-based compensation		217			80
Principal payments of long-term debt and notes payable		(5,218	)		( 5,265	)
Dividends		(3,863	)		(2,864	)
Net cash used in financing activities		( 8,525	)		( 1,253	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		6,844			( 1,529	)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		47,889			53,846
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	54,733		$	52,317

SUPPLEMENTAL DISCLOSURE OF CASH PAYMENTS MADE FOR:
Interest	$	1,566		$	1,593
Income taxes	$	8,939		$	6,889
NON-CASH SUPPLEMENTAL DISCLOSURES:
Investment in Wakefern	$	657		$	1,900
Financing lease obligation	$	5,700		$	2,684

See accompanying Notes to Consolidated Condensed Financial Statements.

VILLAGE SUPER MARKET, INC .

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(in Thousands) (Unaudited)

1. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of January 24, 2009 and the consolidated results of operations and cash flows for the thirteen and twenty-six week periods ended January 24, 2009 and January 26, 2008.

The significant accounting policies followed by Village Super Market, Inc. (the “Company”) are set forth in Note 1 to the Company's consolidated financial statements included in the July 26, 2008 Village Super Market, Inc. Annual Report on Form 10-K, which should be read in conjunction with these financial statements.

2. The results of operations for the periods ended January 24, 2009 are not necessarily indicative of the results to be expected for the full fiscal year.

3. At both January 24, 2009 and July 26, 2008, approximately 67% of merchandise inventories are valued by the LIFO method while the balance is valued by FIFO. If the FIFO method had been used for the entire inventory, inventories would have been $13,883 and $13,283 higher than reported at January 24, 2009 and July 26, 2008, respectively.

4. On December 5, 2008, 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 January 22, 2009. All share and per share amounts have been adjusted for all periods to reflect the stock split.

The Company computes net income per share using the two-class method, 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, our Class A common stock is assumed to receive a 54% greater participation in undistributed earnings than our 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 shares of 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.

	13 Weeks Ended					26 Weeks Ended
	January 24, 2009

	Class A		Class B			Class A		Class B
Numerator:
Net income allocated, basic	$	4,902	$	3,054		$	8,820	$	5,504
Conversion of Class B to Class A shares		3,054		----			5,504		----
Effect of share-based compensation on allocated net income		----		(45	)		----		( 72	)
Net income allocated, diluted	$	7,956	$	3,009		$	14,324	$	5,432

Denominator:
Weighted average shares outstanding, basic		6,642		6,376			6,636		6,376
Conversion of Class B to Class A shares		6,376		----			6,376		----
Dilutive effect of share-based compensation		218		----			194	----
Weighted average shares outstanding, diluted		13,236	6,376				13,206		6,376


	13 Weeks Ended					26 Weeks Ended
	January 26, 2008

	Class A		Class B			Class A		Class B
Numerator:
Net income allocated, basic	$	3,921	$	2,518		$	6,536	$	4,201
Conversion of Class B to Class A shares		2,518		----			4,201		----
Effect of share-based compensation on allocated net income		----		(61	)		----		(95	)
Net income allocated, diluted	$	6,439	$	2,457		$	10,737	$	4,106

Denominator:
Weighted average shares outstanding, basic		6,450		6,376			6,446		6,376
Conversion of Class B to Class A shares		6,376		----			6,376		----
Dilutive effect of share-based compensation		342		----			336		----
Weighted average shares outstanding, diluted		13,168		6,376			13,158		6,376

Class A shares of 104 and 8 issuable under share-based compensation plans were excluded from the calculation of diluted net income per share at January 24, 2009 and January 26, 2008, respectively, as a result of their anti-dilutive effect.

5. Comprehensive income was $8,037 and $14,486 for the quarter and six-month periods ended January 24, 2009, and $6,534 and $10,927 for the quarter and six-month periods ended January 26, 2008. Comprehensive income consists of net income and amortization of net losses on benefit plans, net of income taxes.

6. The Company sponsors four defined benefit pension plans. Net periodic pension costs for the four plans includes the following components:

	13 Weeks Ended						26 Weeks Ended
	1/24/09			1/26/08			1/24/09			1/26/08

Service cost	$	603		$	557		$	1,206		$	1,114
Interest cost on projected benefit obligations		520			456			1,040			912
Expected return on plan assets		(434	)		(368	)		(868	)		(736	)
Amortization of gains and losses		133			154			266			308
Amortization of prior service costs		2			4			4			8
Net periodic pension cost	$	824		$	803		$	1,648		$	1,606

As of January 24, 2009, the Company has contributed $40 to its pension plans in fiscal 2009. The Company expects to contribute an additional $2,960 during the remainder of fiscal 2009 to fund its pension plans.

7. In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”, (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. The provisions of SFAS 157 were effective beginning in fiscal 2009. However, the FASB deferred the effective date of SFAS 157 until the beginning of the Company’s 2010 fiscal year as it relates to fair value measurement requirements for non-financial assets and liabilities that are not remeasured at fair value on a recurring basis. This includes fair value calculated in impairment assessments of goodwill and other long-lived assets. The Company adopted the provisions of SFAS 157 as of July 27, 2008 for financial assets and liabilities and its adoption did not have a material impact on the Company’s consolidated financial position or results of operations. Management is currently evaluating the effect that adoption of SFAS 157 for its non-financial assets and liabilities will have on the Company’s consolidated financial position and results of operations.

As of January 24, 2009, the Company’s financial assets and liabilities required to be measured at fair value consisted of one interest rate swap agreement with an immaterial fair value based on level 2 inputs. The level 2 inputs used are observable, either directly or indirectly, such as interest rates and yield curves at commonly quoted intervals.

In February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115”. This statement provides companies with an option to measure, at specified election dates, many financial instruments and certain other items at fair value that are not currently measured at fair value. The provisions of SFAS 159 were effective beginning in fiscal 2009 and the Company has chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States.

8. Under EITF Issue No. 97-10, “The Effect of Lessee Involvement in Asset Construction,” Village is considered the owner of the Marmora land and building during the construction period as Village has an unlimited obligation to cover building construction costs over a certain amount. Therefore, $5,700 of land, site costs and construction costs paid by the landlord to date are recorded as property and long-term debt at January 24, 2009.

9. On December 19, 2008, Village amended its unsecured revolving credit agreement, which would have expired on September 16, 2009. The amended agreement increases the maximum amount available for borrowing to $25,000 from $20,000. This loan agreement expires on December 31, 2011 with two one-year extensions available if exercised by both parties. Other terms of the amended revolving loan agreement, including covenants, are similar to the previous agreement.

10. Construction of the Washington replacement store was stopped by Court order in January 2009 as the final approval of the Washington Land Use Board was deemed invalid due to the lack of a quorum. The shopping center developer anticipates returning to the Board for approval in March. Based on the legal opinion of both the developer’s counsel and the Company’s outside counsel, the approval is expected to be reinstated within three to six months. The Company’s investment in construction and equipment at January 24, 2009 was $9,200. If the developer is unsuccessful in obtaining the required approvals, the Company may record an impairment charge for this investment, which could be material to the Company’s consolidated financial position and results of operations.

Our leasehold interest in the current Washington store is in litigation. The Company believes conditions in the lease remain which extend our leasehold interest through January 2010. The outcome of the above two issues will determine any potential time period between the closing of the current Washington store and the opening of the replacement store.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(Dollars in Thousands)

OVERVIEW

The Company operates a chain of 25 ShopRite supermarkets in New Jersey and northeastern Pennsylvania. The Company is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food cooperative. As further described in the Company’s Form 10-K, this ownership interest in Wakefern provides the Company many of the economies of scale in purchasing, distribution, advanced retail technology and advertising associated with larger chains.

The Company’s stores, five of which are owned, average 56,000 total square feet. Larger store sizes enable the Company 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.

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.

RESULTS OF OPERATIONS

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

	13 Weeks Ended						26 Weeks Ended
	1/24/09			1/26/08			1/24/09			1/26/08

Sales		100.00	%		100.00	%		100.00	%		100.00	%
Cost of sales		72.80			72.88			72.75			73.11
Gross profit		27.20			27.12			27.25			26.89
Operating and administrative expense		21.58			22.13			21.91			22.41
Depreciation and amortization expense		1.18			1.17			1.21			1.19
Operating income		4.44			3.82			4.13			3.29
Interest expense		(.23	)		(.28	)		(.24	)		(.26	)
Interest income		.15			.26			.18			.31
Income before taxes		4.36			3.80			4.07			3.34
Income taxes		1.82			1.60			1.70			1.41
Net income		2.54	%		2.20	%		2.37	%		1.93	%

Sales . Sales were $312,714 in the second quarter of fiscal 2009, an increase of 6.8% from the second quarter of the prior year. Sales increased due to higher sales at the Franklin store, which opened on November 7, 2007, and a 5.9% increase in same store sales. Substantially improved transaction count and higher average transaction size in almost all stores, especially the Galloway store, which opened on October 3, 2007, contributed to the increase in same store sales. Inflation in the second quarter of fiscal 2009 was lower than the average inflation for calendar 2008. In addition, customers continue to be cautious due to concerns about the economy resulting in continued increased sale item penetration and trading down. New stores and replacement stores are included in same store sales in the quarter after the store has been in operation for four full quarters. Therefore, the Galloway store is included in same store sales in the second quarter of fiscal 2009. Store renovations are included in same store sales immediately.

Sales were $603,698 in the six-month period of fiscal 2009, an increase of 8.5% from the prior year. Sales increased due to the opening of the two new stores and a 5.1% increase in same store sales. Same store sales increased due to improved transaction count and average transaction size. These improvements were partially offset by reduced sales in two stores due to cannibalization from the opening of the two new stores.

Gross profit. Gross profit as a percentage of sales increased .08% in the second quarter of fiscal 2009 compared to the second quarter of the prior year primarily due to improved departmental gross margin percentages (.23%) and improved product mix (.05%). These improvements were partially offset by higher promotional spending (.18%) and increased warehouse assessment charges from Wakefern (.10%). In addition, gross profit was favorably impacted by receipt of patronage dividends from Wakefern greater than amounts accrued in the second quarter of both fiscal 2009 (.26%) and 2008 (.17%). Promotional spending increased due to more of the cost of this year’s Thanksgiving loyalty program being allocated to the second quarter of fiscal 2009 than the prior year allocation due to changes in the program timing.

Gross profit as a percentage of sales increased .36% in the six-month period of fiscal 2009 compared to the corresponding period of the prior year primarily due to improved departmental gross margin percentages (.28%) and improved product mix (.10%). These improvements were partially offset by increased warehouse assessment charges from Wakefern (.05%).

Operating and administrative expense. Operating and administrative expense decreased .55% as a percentage of sales in the second quarter of fiscal 2009 compared to the second quarter of the prior year primarily due to reduced payroll costs in fiscal 2009 (.62%), the prior year including store pre-opening costs (.09%), and operating leverage due to the 5.9% same store sales increase. These improvements were partially offset by increased snow removal costs (.12%) and the prior year including refunds of property and liability insurance premiums (.16%). Payroll costs as a percentage of sales improved due to operating leverage resulting from the 5.9% same store sales increase and reduced labor due to store technology improvements.

Operating and administrative expense decreased by .50% as a percentage of sales in the six-month period of fiscal 2009 compared to the corresponding period of the prior year primarily due to reduced payroll costs in fiscal 2009 (.55%), the prior year including store pre-opening costs (.12%), and operating leverage due to the 5.1% same store sales increase. These improvements were partially offset by increased snow removal costs (.06%) and the prior year including refunds of property and liability insurance premiums (.14%).

Depreciation and amortization. Depreciation and amortization expense increased in the second quarter and six-month periods of fiscal 2009 compared to the corresponding periods of the prior year due to depreciation related to fixed asset additions, including the two new stores.

Interest expense . Interest expense decreased in the second quarter of fiscal 2009 compared to the corresponding period of the prior year due to debt payments. Interest expense was approximately the same in the six-month period of fiscal 2009 compared to the corresponding period of the prior year due to interest on the Franklin store financing lease being partially offset by lower interest expense due to debt payments.

Interest income. Interest income decreased in the second quarter and six-month periods of fiscal 2009 compared to the corresponding periods of the prior year due to lower interest rates received.

Income taxes . The effective income tax rate was 41.7% in both the second quarter and six-month periods of fiscal 2009 compared to 42.1% and 42.3%, respectively, in the corresponding periods of the prior year. The effective income tax rate for all of fiscal 2008 was 41.9%.

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 Company’s critical accounting policies relating to the impairment of long-lived assets and goodwill, accounting for patronage dividends earned as a stockholder of Wakefern, accounting for pension plans, accounting for share-based compensation, and accounting for uncertain tax positions are described in the Company’s Annual Report on Form 10-K for the year ended July 26, 2008. As of January 24, 2009, there have been no changes to any of the critical accounting policies contained therein.

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.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $29,357 in the six-month period ended January 24, 2009 compared with $21,983 in the corresponding period of the prior year. This increase is primarily attributable to improved net income and a smaller increase in inventories in fiscal 2009. Inventories increased less in fiscal 2009 than in fiscal 2008 due to the addition of the two new stores in fiscal 2008.

During the first six months of fiscal 2009, Village used cash to fund capital expenditures of $13,170, debt payments of $5,218, and dividends of $3,863. Capital expenditures consisted primarily of the construction of a replacement store in Washington, New Jersey and a new store in Marmora, New Jersey, and several small remodels. Debt payments made include the sixth installment of $4,286 on Village’s unsecured Senior Notes.

Working capital was $25,812 at January 24, 2009 compared to $8,871 at July 26, 2008. The working capital ratio was 1.3 to 1 at January 24, 2009 compared to 1.1 to 1 at July 26, 2008. The increase in working capital is due to a portion of the notes receivable from Wakefern becoming due within one year. The Company’s working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.

Village has budgeted approximately $30,000 for capital expenditures in fiscal 2009. Planned expenditures include the construction and equipment for the replacement store in Washington and the new store in Marmora. The Marmora store is expected to open in the spring of 2009. Construction of the Washington replacement store was stopped by Court order in January 2009 as the final approval of the Washington Land Use Board was deemed invalid due to the lack of a quorum. The shopping center developer anticipates returning to the Board for approval in March. Based on the legal opinion of both the developer’s counsel and the Company’s outside counsel, the approval is expected to be reinstated within three to six months. The Company’s investment in construction and equipment at January 24, 2009 was $9,200. If the developer is unsuccessful in obtaining the required approvals, the Company may record an impairment charge for this investment, which could be material to the Company’s consolidated financial position and results of operations.

On December 19, 2008, Village amended its unsecured revolving credit agreement, which would have expired on September 16, 2009. The amended agreement increases the maximum amount available for borrowing to $25,000 from $20,000. This loan agreement expires on December 31, 2011 with two one-year extensions available if exercised by both parties. Other terms of the amended revolving loan agreement, including covenants, are similar to the previous agreement. The Company’s primary sources of liquidity in fiscal 2009 are expected to be cash and cash equivalents on hand and operating cash flow generated in fiscal 2009.

Under EITF Issue No. 97-10, “The Effect of Lessee Involvement in Asset Construction,” Village is considered the owner of the Marmora land and building during the construction period as Village has an unlimited obligation to cover building construction costs over a certain amount. Therefore, $5,700 of land, site costs and construction costs paid by the landlord to date are recorded as property and long-term debt at January 24, 2009.

There have been no substantial changes as of January 24, 2009 to the contractual obligations and commitments discussed on page 8 of the Company’s Annual Report on Form 10-K for the year ended July 26, 2008, except for an additional $657 required investment in Wakefern common stock.

RELATED PARTY TRANSACTIONS

A description of the Company’s transactions with Wakefern, its principal supplier, and with other related parties is included on pages 9, 18 and 21 of the Company’s Annual Report on Form 10-K for the year ended July 26, 2008. There have been no significant changes in the Company’s relationship or nature of transactions with related parties during the six months of fiscal 2009, except for additional required investments in Wakefern common stock of $657.

FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact, included in this Form 10-Q are or may be considered forward-looking statements within the meaning of federal securities law. The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from future results, whether expressed, suggested or implied by such forward-looking statements. 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 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; the outcome of the Washington replacement store approval process; and other factors detailed herein and in other public filings of the Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risks arising from adverse changes in interest rates. As of January 24, 2009, the Company’s only variable rate borrowings relate to an interest rate swap agreement. On October 18, 2001, the Company 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% (4.99% at January 24, 2009) 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 fixed rate obligation it hedges. At January 24, 2009, the remaining notional amount of the swap agreement was $1,429. A 1% increase in interest rates, applied to the Company’s borrowings at January 24, 2009, would result in an annual increase in interest expense and a corresponding reduction in cash flow of approximately $14. The fair value of the Company’s fixed rate debt approximates carrying value at January 24, 2009.

At January 24, 2009, the Company had demand deposits of $39,960 at Wakefern earning interest at overnight money market rates, which are exposed to the impact of interest rate changes. At January 24, 2009, the Company had a $16,409 15-month note receivable due from Wakefern earning a fixed interest rate of 7%. In addition, the Company had a $15,530 note receivable due from Wakefern earning interest at prime minus 1.25%, which matures December 8, 2009.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures at the end of the period. This evaluation was carried out under the supervision, and with the participation, of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer, along with the Company’s Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective.

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.

There have been no significant changes in internal controls over financial reporting during the second quarter of fiscal 2009.

PART II - OTHER INFORMATION

Item 6. Exhibits

	Exhibit 4.8	Second Amendment to Loan Agreement

	Exhibit 31.1	Certification

	Exhibit 31.2	Certification

	Exhibit 32.1	Certification (furnished, not filed)

	Exhibit 32.2	Certification (furnished, not filed)

	Exhibit 99.1	Press Release dated March 5, 2009

	Exhibit 99.2	First Quarter Report to Shareholders dated December 5, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Village Super Market, Inc.
	Registrant



Date: March 5, 2009	/s/ James Sumas
		James Sumas
		(Chief Executive Officer)


Date: March 5, 2009	/s/ Kevin R. Begley
		Kevin R. Begley
		(Chief Financial Officer)

SECOND AMENDMENT TO LOAN AGREEMENT

THIS SECOND AMENDMENT (this “Amendment”), dated as of December ___, 2008, is made between VILLAGE SUPER MARKET, INC., a New Jersey corporation, as borrower (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a National Banking Association (formerly known as First Union National Bank) , as lender (the “Lender”).

RECITALS

A. Reference is made to the Loan Agreement, dated as of September 16, 1999 as amended by that certain First Amendment to Loan Agreement dated as of July 15, 2004 (said loan agreement as amended from time to time being referred to hereinafter as the “Loan Agreement”), between the Borrower and the Lender, pursuant to which Lender made available to Borrower the Revolving Loan (as defined in the Loan Agreement).

B. The Borrower has requested (i) an increase of the maximum amount available under the Revolving Loan from $20,000,000 to $25,000,000, (ii) an extension of the Maturity Date of the Revolving Loan to December 31, 2011, and (iii) certain other modifications to the terms and conditions of the Loan Agreement, as specified herein.

C. The Lender is amenable to said modifications in accordance with, and subject to, the terms and conditions of this Amendment.

NOW, THEREFORE , for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

Section 1. Definitions

All capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Loan Agreement.

Section 2. Acknowledgment of Revolving Loan and Waiver.

The Borrower acknowledges and agrees that the Revolving Loan is a valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of the Loan Documents, and that there are no claims, set-offs or defenses to the paymentthereof.

Section 3. Amendment to the Loan Agreement.

(a) References in the following Sections of the Loan Agreement to “$20,000,000” shall be deleted and replaced by references to “$25,000,000”: the defined term “Commitment” in Section 1.1 of the Loan Agreement; Section 2.1 of the Loan Agreement; and Section 2.2 of the Loan Agreement.

(b) The defined term "Maturity Date" set forth in Section 1.1 of the Loan Agreement shall be amended and restated to read as follows:

""Maturity Date" means December 31, 2011; subject, however to extension as provided in Section 3.6 hereof."

(c) The defined term "Rent" set forth in Section 1.1 of the Loan Agreement shall be amended and restated to read as follows:

""Rent" means the minimum amount of rental and other obligations actually due and payable during the relevant period by any of the Companies as lessee under all leases of real property (other than the current portion of any Capital Leases), excluding any amounts required to be paid by the lessee (whether or not therein designated as rent or additional rent) (a) that are on account of maintenance and repairs, insurance, taxes, assessments and similar charges or (b) that are based on profits, revenues or sales realized by the lessee from the leased property or otherwise based on the performance of the lessee. "

(d) Section 3.6 of the Loan Agreement shall be amended and restated as follows:

“3.6 Term. The Term of this Loan Agreement shall expire at midnight on the Maturity Date. The Maturity Date, and therefore the Term of this Agreement, may be extended for additional one (1) year periods as of December 31 st of each year during the Term of this Agreement upon the written request of the Borrower to the Lender made at least two (2) months prior (but not more than three (3) months prior) to said date during the Term of this Agreement. Such notice shall be accompanied (i) by a certificate from the Chief Financial Officer of the Borrower stating that no Default or Event of Default has occurred and is then continuing and the representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects on such date and (ii) three year financial projections in GAAP format. The Lender shall not be obligated to grant any such extension, it being acknowledged that the Lender may or may not grant any such extension in its sole and absolute discretion, however, the Lender agrees to reply to any such request within thirty days after receipt of a request therefor in accordance with this Section 3.6. The foregoing notwithstanding, the Borrower and the Lender may agree on further extensions of the Maturity Date and therefore the Term of this Agreement from time to time and on such terms as the parties may propose and accept.”

(e) Section 5.12 of the Loan Agreement shall be amended and restated to read as follows:

“5.12 INTENTIONALLY OMITTED.”

(f) Section 7.4(B) of the Loan Agreement shall be amended and restated to read as follows:

“(B) INTENTIONALLY OMITTED.”

(g) Section 7.4(E) of the Loan Agreement shall be amended and restated to read as follows:

“(E) INTENTIONALLY OMITTED.”

(h) Section 7.11 of the Loan Agreement shall be amended and restated to read as follows:

“7.11 Management Changes. Permit or suffer a change in management that would result in less than three of the following individuals being in active, full time and direct control of the business of each of the Companies: Perry Sumas, James Sumas, Robert Sumas, William Sumas, John P. Sumas, Kevin Begley, John J. Sumas and Nicholas Sumas.”

Section 4. Conditions Precedent . The agreement of the Lender to amend the Loan Agreement as set forth herein is subject to the conditions precedent that, on or before the date hereof, the Lender shall have received the following, each in form and substance satisfactory to the Lender:

(a) this Amendment, duly executed and delivered by the Borrower;

(b) an Amended and Restated Revolving Note made by Borrower in favor of

Lender in the aggregate principal amount of $25,000,000, substantially in the form attached hereto as EXHIBIT "A " , duly executed and delivered by the Borrower;

(d) payment in full of all fees and expenses incurred by the Lender's outside counsel for legal services rendered in connection with this Amendment; and

(e) such other documents and information as the Lender may reasonably request .

Section 5. Representations and Warranties . To induce the Lender to enter into this Amendment, the Borrower makes the following representations and warranties to the Lender, which shall survive the execution and delivery hereof:

(a) The execution and delivery of this Amendment has been authorized by all necessary corporate action on its part, this Amendment has been duly executed and delivered by it, and this Amendment and the Loan Agreement, as amended hereby, constitutes the legal, valid and binding obligations of it enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws affecting creditors' rights generally, moratorium laws from time to time in effect and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(b) No Event of Default has occurred and is continuing under the Loan Agreement, and no event has occurred that, with notice, lapse of time or both, would constitute such an Event of Default; and

(c) The representations and warranties set forth in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof in all material respects.

Section 6. Effect of Amendment; No Novation . Except as expressly set forth herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lender under the Loan Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. All references to the Loan Agreement in anyLoan Document or other instrument, agreement or document shall hereafter be deemed to refer to the Loan Agreement as amended by this Amendment. This Amendment is given as a modification of the Borrower's obligations under the Loan Agreement and is not given in substitution therefor or extinguishment thereof and is not intended to be a novation.

Section 7. Waiver of Claims and Defenses; Release . The Borrower agrees that, as of the date hereof, it has no claim, counterclaim, cause of action or defense of any kind by way of setoff or otherwise (i) to the payment and satisfaction in full of the Revolving Loan, (ii) inconnection with any provisions of the Loan Agreement and the other Loan Documents and (iii) in connection with any and all acts or omissions of the Bank in administering the amounts outstanding under the Loan Documents or otherwise. The foregoing notwithstanding, to the extent that any such claim or defense may or does exist as of the date hereof, the Borrower waives and releases any and all such claims, counterclaims, causes of action and defenses. Section 8. Entire Agreement. This Amendment constitutes the entire agreement of the parties hereto with respect to an amendment of the Loan Agreement pertaining to the subject matter hereof, and it supersedes and replaces all prior and contemporaneous agreements, discussions and understandings (whether written or oral) with respect to such amendment. Section 9. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Section 8. Entire Agreement . This Amendment constitutes the entire agreement of the parties hereto with respect to an amendment of the Loan Agreement pertaining to the subject matter hereof, and it supersedes and replaces all prior and contemporaneous agreements, discussions and understandings (whether written or oral) with respect to such amendment.

Section 9. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Section 10. Governing Law . This Amendment, including the validity thereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey.

Section 11. Execution Certification . This Amendment has been executed by the Borrower and delivered to the Lender in the State of New Jersey.

Section 12. Patriot Act Notice . To help the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For purposes of this Section, account shall be understood to include loan accounts.

Section 13. OFAC Provisions . None of the Borrower, any guarantor, any subsidiary of the Borrower or any guarantor nor any affiliate of the Borrower or any guarantor is (i) named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html , or (ii) (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control and available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html , or as otherwise published from time to time, as such program may be applicable to such agency, organization or person, and the proceeds from the loan will not be used to fund any operations in, finance any investments or activities in, or make any payments to, any such country, agency, organization or person.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the day and year first above written.

	BORROWER
	VILLAGE SUPER MARKET, INC.,
ATTEST:	a New Jersey Corporation

By: __________________________	By: __________________________
Name:	Name:
Title:	Title:


	LENDER
	WACHOVIA BANK, NATIONAL
	ASSOCIATION (formerly known as First
	Union National Bank)

	By: ___________________________
	Name:
	Title:

EXHIBIT A

(AMENDED AND RESTATED)

$25,000,000

December ___, 2008

FOR VALUE RECEIVED, VILLAGE SUPER MARKET, INC. (the "Borrower")hereby promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION(formerly known as First Union National Bank) (the "Lender") at its offices at 190 River Road,Summit, Mail Code NJ 3161, New Jersey 07901, the principal sum of TWENTY FIVE MILLION AND 00/100 DOLLARS ($25,000,000), or such amount as is indicated from time totime on the records of the Lender for this Revolving Note, in United States currency in immediately available funds and to pay interest thereon at rates determined pursuant to the Loan Agreement, dated September 16, 1999, between the Lender and the Borrower, as amended by that First Amendment to Loan Agreement dated as of July 15, 2004 and as further amended by that certain Second Amendment to Loan Agreement dated as of the date hereof (the "Loan Agreement").

This Revolving Note is the "Revolving Note" referred to in the Loan Agreement and is subject to all its terms and conditions. The Loan Agreement contains provisions for the acceleration of the maturity and optional prepayment of this Revolving Note and an increase in the interest rate upon an Event of Default. Capitalized terms used in this Revolving Note and defined in the Loan Agreement shall have the meanings and be construed as provided in the Loan Agreement.

This Revolving Note amends, restates and replaces that certain Revolving Note, dated July 15, 2004, issued by the Borrower and payable to the Lender in an original principal amount of up to $20,000,000.00 (the “Existing Note”). This Revolving Note is a modification of the Borrower’s obligations under the Existing Note and not an extinguishment and substitution, nor a novation of said obligations. As of the date of this Revolving Note, all obligations of the Borrower owing under the Existing Note shall be deemed evidenced by this Revolving Note.

Interest shall be payable in arrears on each Interest Payment Date as provided in the Loan Agreement. Interest shall be calculated as provided in the Loan Agreement on a 360-day year based on the number of days elapsed.

The Borrower shall pay interest on the unpaid principal amount of each advance that the Lender makes from the date of each advance until the entire principal amount and accrued interest shall be paid in full. To the extent permitted by law, and in Lender's discretion, the Borrower shall pay interest on any overdue interest payments from their due date.

Except for special circumstances set forth in the Loan Agreement or upon the occurrence of an Event of Default, there shall be no mandatory principal payments prior to the Maturity Date. On the Maturity Date, the entire principal sum outstanding, plus all accrued and unpaid interest shall be due and payable and paid in full.

The Lender shall endeavor to record in its records for this Revolving Note the amount of all advances and extensions of credit and payments of principal and interest. The failure of the Lender to make such notation upon the making of any advance or the payment of any principal or interest, however, shall not alter or impair the rights and remedies of the Lender if an advance has actually been made or the rights and remedies of the Borrower if a payment has been delivered.

Upon the occurrence of an Event of Default the principal and interest under this Revolving Note may become, or may be declared to be, immediately due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The interest rate may also be increased upon the occurrence of an Event of Default as provided in Section 9.8 of the Loan Agreement.

The Borrower acknowledges that the Lender does not presently intend for the aggregate principal amount of the borrowings and extensions of credit under the Revolving Loan to exceed the original principal amount of this Revolving Note. Notwithstanding the foregoing, if, for any reason, the Lender shall make advances and extensions of credit in excess of that amount, the Borrower hereby agrees to repay those excess sums upon demand at the interest rate provided under the Loan Agreement with respect to the Revolving Loan.

All payments shall be applied first to costs of collection, then to accrued interest with the balance applied to the reduction of principal.

This Revolving Note shall be governed by, and construed in accordance with, the laws of the State of New Jersey.

The Borrower and each endorser hereby waive presentment, demand, protest, notice of protest, diligence and all other demands and notices in connection with the payment and enforcement of this Revolving Note.

IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be duly executed on the date first above written.

ATTEST:		VILLAGE SUPER MARKET, INC.,
		a New Jersey Corporation



By:		By:
	Name:		Name:
	Title:		Title:

I, James Sumas, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Village Super Market, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a 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.

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:

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;

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;

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

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second 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 function):

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

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: March 5, 2009	/s/ James Sumas
	James Sumas
	Chief Executive Officer

Exhibit 31.2

I, Kevin Begley, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Village Super Market, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a 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.

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 function):

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: March 5, 2009
	/s/ Kevin Begley
	Kevin Begley
	Chief Financial Officer

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 Quarterly Report of Village Super Market, Inc. (the “Company”) on Form 10-Q for the period ending January 24, 2009 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
	March 5, 2009

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 Quarterly Report of Village Super Market, Inc. (the “Company”) on Form 10-Q for the period ending January 24, 2009 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
	March 5, 2009

VILLAGE SUPER MARKET, INC.

REPORTS 24% HIGHER NET INCOME FOR THE QUARTER ENDED

Contact:	Kevin Begley, CFO
	(973) 467-2200 – Ext. 220
	Kevin.Begley@wakefern.com

Springfield, New Jersey – March 5, 2009 – Village Super Market, Inc. (NSD-VLGEA) today reported its results of operations for the second quarter ended January 24, 2009.

Net income was $7,956,000 in the second quarter of fiscal 2009, an increase of 24% from the second quarter of the prior year. Net income increased primarily due to higher sales and lower operating expenses as a percentage of sales.

Sales were $312,714,000 in the second quarter of fiscal 2009, an increase of 6.8% from the second quarter of the prior year. Sales increased due to higher sales at the Franklin store, which opened on November 7, 2007, and a 5.9% increase in same store sales. Substantially improved transaction count and higher average transaction size in almost all stores, especially the Galloway store, which opened on October 3, 2007, contributed to the increase in same store sales. Inflation in the second quarter of fiscal 2009 was lower than the average inflation for calendar 2008. In addition, customers continue to be cautious due to concerns about the economy, resulting in continued increased sale item penetration and trading down.

Gross profit as a percentage of sales increased to 27.2% in the second quarter of fiscal 2009 compared to 27.1% in the second quarter of the prior year primarily due to improved departmental gross margin percentages and improved product mix. These improvements were partially offset by higher promotional spending and increased warehouse assessment charges from Wakefern. In addition, gross profit was favorably impacted by receipt of patronage dividends from Wakefern greater than amounts accrued in the second quarter of both fiscal 2009 and 2008. Promotional spending increased due to more of the cost of this year’s Thanksgiving loyalty program being allocated to the second quarter of fiscal 2009 than the prior year allocation due to changes in the program timing.

Operating and administrative expense decreased to 21.6% of sales in the second quarter of fiscal 2009 compared to 22.1% of sales in the second quarter of the prior year primarily due to reduced payroll costs in fiscal 2009, the prior year including store pre-opening costs, and operating leverage due to the 5.9% same store sales increase. These improvements were partially offset by increased snow removal costs and the prior year including refunds of property and liability insurance premiums. Payroll costs as a percentage of sales improved due to operating leverage resulting from the 5.9% same store sales increase and reduced labor due to store technology improvements.

Net income was $14,324,000 in the six-month period of fiscal 2009, an increase of 33% from the prior year. Sales for the six-month period of fiscal 2009 were $603,698,000, an increase of 8.5% from the prior year. Same store sales increased 5.1%.

Village Super Market operates a chain of 25 supermarkets under the ShopRite name in New Jersey and eastern Pennsylvania.

All statements, other than statements of historical fact, included in this Press Release are or may be considered forward-looking statements within the meaning of federal securities law. The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from future results, whether expressed, suggested or implied by such forward-looking statements. 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 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; the outcome of the Washington replacement store approval process; and other factors detailed herein and in the Company’s filings with the SEC.

VILLAGE SUPER MARKET, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in Thousands except Per Share Amounts)

	13 Wks. Ended			13 Wks. Ended			26 Wks. Ended			26 Wks. Ended
	Jan. 24, 2009			Jan. 26, 2008			Jan. 24, 2009			Jan. 26, 2008


Sales	$	312,714		$	292,829		$	603,698		$	556,388

Cost of sales		227,653			213,416			439,165			406,760

Gross profit		85,061			79,413			164,533			149,628

Operating and administrative expense		67,488			64,793			132,260			124,713

Depreciation and amortization		3,705			3,437			7,322			6,626

Operating income		13,868			11,183			24,951			18,289

Interest expense		(708	)		(832	)		(1,434	)		(1,439	)

Interest income		489			770			1,057			1,758

Income before income taxes		13,649			11,121			24,574			18,608

Income taxes		5,693			4,682			10,250			7,871

Net income	$	7,956		$	6,439		$	14,324		$	10,737

Net income per share(1):
Class A Common Stock:
Basic	$	.74		$	.61		$	1.33		$	1.01
Diluted	$	.60		$	.49		$	1.08		$	.82

Class B Common Stock:
Basic	$	.48		$	.39		$	.86		$	.66
Diluted	$	.47		$	.38		$	.85		$	.64

Gross profit as a % of sales		27.2	%		27.1	%		27.2	%		26.9	%

Operating and administrative expense as a % of sales		21.6	%		22.1	%		21.9	%		22.4	%

(1)

All per share amounts have been adjusted to reflect the two-for-one stock split effective January 22, 2009.

EXHIBIT 99.2

VILLAGE SUPER MARKET, INC.

EXECUTIVE OFFICES

733 Mountain Avenue

Springfield, New Jersey 07081

Phone: (973) 467-2200

Fax: (973)467-6582

To Our Shareholders:

Net income was $6,367,000 in the first quarter of fiscal 2009, an increase of 48% from the first quarter of the prior year. Net income increased primarily due to higher sales and improved gross profit and operating expenses as a percentage of sales.

Sales were $290,984,000 in the first quarter of fiscal 2009, an increase of 10.4% compared to the first quarter of 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 store sales increased 4.2%. Improved transaction count and average transaction size, and food inflation all contributed to the increase in same store sales. These improvements were partially offset by reduced sales in two stores due to cannibalization from the opening of the Galloway and Franklin stores.

Gross profit increased to 27.3% in the first quarter of fiscal 2009 compared to 26.6% in the first quarter of the prior year due to improved departmental gross margin percentages, lower promotional spending as a percentage of sales and improved product mix. Promotional spending declined due to less of the estimated cost of this year’s Thanksgiving loyalty program being allocated to the first quarter of fiscal 2009 than the prior year allocation due to changes in the program timing. As a result, the second quarter of fiscal 2009 will include a larger allocation of the Thanksgiving loyalty program than the prior year.

Operating and administrative expense decreased to 22.3% in the first quarter of fiscal 2009 compared to 22.7% in the first quarter of the prior year primarily due to reduced payroll costs as a percentage of sales in fiscal 2009 and the prior year including store pre-opening costs, partially offset by increased utility costs.

On December 5, 2008, the Board of Directors declared a two-for-one stock split and a 12% increase in the quarterly cash dividend. The increased quarterly dividend of $.185 per Class A common share and $.12 per Class B common share will be payable January 22, 2009 to shareholders of record on December 29, 2008.

	Respectfully,



	James Sumas
	Chairman of the Board

December 5, 2008

All statements, other than statements of historical fact, included in this Press Release are or may be considered forward-looking statements within the meaning of federal securities law. The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from future results, whether expressed, suggested or implied by such forward-looking statements. 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 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 the Company’s filings with the SEC.

VILLAGE SUPER MARKET, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in Thousands except Per Share Amounts) (Unaudited)

	13 Weeks Ended			13 Weeks Ended
	October 25, 2008			October 27, 2007

Sales	$	290,984		$	263,559

Cost of sales		211,513			193,344

Gross profit		79,471			70,215

Operating and administrative expense		64,772			59,920

Depreciation and amortization		3,617			3,189

Operating income		11,082			7,106

Interest expense		(726	)		(607	)

Interest income		568			988

Income before income taxes		10,924			7,487

Income taxes		4,557			3,189

Net income	$	6,367		$	4,298

Net income per share:
Class A common stock:
Basic	$	1.18		$	.81
Diluted	$	.97		$	.65

Class B common stock:
Basic	$	.77		$	.53
Diluted	$	.76		$	.52


Gross profit as a % of sales		27.3	%		26.6	%

Operating and administrative expense as a % of sales		22.3	%		22.7	%