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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                          FOODARAMA SUPERMARKETS, INC.
             (Exact name of registrant as specified in its charter)

           New Jersey                         21-0717108
  (State or other jurisdiction             (I.R.S. Employer
of incorporation or organization)         Identification No.)

                               Building 6, Suite 1
                                 922 Highway 33
                           Freehold, New Jersey 07728
   (Address, including zip code, of registrant's principal executive offices)



             FOODARAMA SUPERMARKETS, INC. 2001 STOCK INCENTIVE PLAN
                            (Full title of the plan)



                                 MICHAEL SHAPIRO
                     Senior Vice President and Chief Financial Officer
                          Foodarama Supermarkets, Inc.
                               Building 6, Suite 1
                                 922 Highway 33
                            Howell, New Jersey 07731
                                 (732) 462-4700
 (Name, address and telephone number, including area code of agent for service)


                                   Copies to:
                              JOHN A. AIELLO, ESQ.
                           Giordano, Halleran & Ciesla
                           A Professional Corporation
                                 P.O. Box 190
                               125 Half Mile Road
                          Middletown, New Jersey 07748


                                       1
<PAGE>

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                         Proposed       Proposed
                                         maximum         maximum
                        Amount to be     offering       aggregate     Amount of
Title of securities to   registered     price per    offering price registration
     be registered           (2)        share (3)          (3)      fee (4) (5)
--------------------------------------------------------------------------------
Common Stock,
$1.00 par value, of
Foodarama
Supermarkets, Inc. (1)     65,000         $28.10         $28.10         $148
--------------------------------------------------------------------------------
Options to purchase
Common Stock, $1.00
par value, of
Foodarama
Supermarkets, Inc. (1)     65,000          ---             ---           ---
--------------------------------------------------------------------------------
TOTAL REGISTRATION FEE                                                  $148
--------------------------------------------------------------------------------
(1)   Under the Foodarama Supermarkets, Inc. 2001 Stock Incentive Plan, as
      amended (the "2001 Plan").
(2)   In accordance with Rule 416(c) under the Securities Act of 1933, this
      registration statement also covers such additional indeterminate numbers
      of shares as may become issuable pursuant to anti-dilution provisions of
      the 2001 Plan to adjust for the occurrence of certain corporate
      transactions or events including, without limitation, a stock split or
      stock dividend.
(3)   Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
      as amended (the "Securities Act"), solely for purposes of calculating the
      registration fee and based upon the average of the high and low sales
      prices of the Common Stock as reported on the American Stock Exchange on
      September 2, 2003.

(4)   Based on 65,000 additional shares subject to the 2001 Plan, as provided in
      the General Instructions "E. Registration of Additional Securities."

(5)   In accordance with Rule 457(p), a previously paid filing fee of $227 is
      being offset against the filing fee currently due. The previously paid
      filing fee was submitted in connection with Post-Effective Amendment No. 1
      to Registration Statement on Form S-8, file number 333-96551, filed for
      the purpose of amending Registration Statement on Form S-8, file number
      333-65328. Foodarama Supermarkets, Inc. was the registrant under the
      previously filed registration statement, which was initially filed on July
      18, 2001, and amended by Post-Effective Amendment No. 1 to Registration
      Statement on Form S-8, filed on July 16, 2002. An application for
      withdrawal of Post-Effective Amendment No. 1 to Registration Statement on
      Form S-8 is filed simultaneously herewith.


                                EXPLANATORY NOTE

      This Registration Statement on Form S-8 has been filed with the Securities
and Exchange Commission (the "Commission") for the purpose of registering
additional securities of the same class as the securities registered pursuant to
the Registration Statement on Form S-8 filed by Foodarama Supermarkets, Inc.
("the Company" or the "Registrant") on July 18, 2001, file number 333-65328 (the
"Registration Statement"). The contents of the Registration Statement are
incorporated herein by reference. This Registration Statement covers offers and
sales by certain shareholders of shares of Common Stock, par value $1.00 per
share (the "Common Stock") of the Company, issued by the Company to certain
employees of the Company under the Foodarama Supermarkets, Inc. 2001 Stock
Incentive Plan, as amended (the "2001 Plan").

                                     PART I


Not required as provided by the General Instructions "E. Registration of
Additional Securities."


                                     PART II


Items 1 through 7.      Not required as provided by the General Instructions "E.
Registration of Additional Securities."

                                       2
<PAGE>

Item 8.  Exhibits.

        Exhibit Number                            Description
        --------------                            -----------
             5                  Opinion and Consent of Giordano, Halleran &
                                Ciesla, P.C.
            10                  Foodarama Supermarkets, Inc. 2001 Stock
                                Incentive Plan, as amended
            23.01               Consent of  Amper, Politziner & Mattia, P.C.
            23.02               Consent of Giordano, Halleran & Ciesla, P.C.
                               (filed with Exhibit 5).
            24                  Power of Attorney (filed with signature pages).


Item 9.  Not required as provided by the General Instructions "E. Registration
of Additional Securities."



                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Howell, State of New Jersey, on the 4th day
of September, 2003.

                                   FOODARAMA SUPERMARKETS, INC.
                                   (Registrant)



                                   By:     /s/ Joseph J. Saker
                                       ---------------------------------------
                                      Joseph J. Saker
                                      Chairman of the Board



                                       3
<PAGE>
      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph J. Saker and Richard J. Saker and each of
them, his true and lawful attorney-in-fact and agent for him and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

          Signature            Title                          Date
          ---------            -----                          ----
     /s/  Joseph J. Saker      Joseph J. Saker         September 4, 2003
     ------------------------- Chairman of the Board

     /s/  Richard J. Saker     Richard J. Saker        September 4, 2003
     ------------------------- President and
                               Secretary

     /s/  Charles T. Parton    Charles T. Parton       September 4, 2003
     ------------------------- Director

     /s/  Albert A. Zager      Albert A. Zager         September 4, 2003
     ------------------------- Director

     /s/  Robert H. Hutchins   Robert H. Hutchins      September 4, 2003
     ------------------------- Director

     /s/  Michael Shapiro      Michael Shapiro         September 4, 2003
     ------------------------- Senior Vice
                               President, Chief
                               Financial Officer and
                               Treasurer

     /s/  Thomas H. Flynn      Thomas H. Flynn         September 4, 2003
     ------------------------- Chief Accounting
                               Officer



                                       4
<PAGE>



                                          EXHIBIT INDEX

    Exhibit Number                   Description

                        Opinion and Consent of Giordano,
          5             Halleran & Ciesla, P.C.

                        Foodarama Supermarkets, Inc. 2001
         10             Stock Incentive Plan, as amended

                        Consent of Amper, Politziner &
         23.01          Mattia, P.C.

                        Consent of Giordano, Halleran &
         23.02          Ciesla, P.C. (filed with Exhibit 5)

                          Power of Attorney (filed with
         24             signature pages)


                                       5
<PAGE>
                                                              EXHIBIT 5
GIORDANO, HALLERAN & CIESLA
  A PROFESSIONAL CORPORATION
    ATTORNEYS AT LAW           JOHN C. GIORDANO, JR.  MICHAEL A. BRUNO
                               JOHN R. HALLERAN       KURT E. ANDERSON
    PLEASE RESPOND TO:         FRANK R. CIESLA        PAUL T. COLELLA     OF
 U.S. POSTAL SERVICE ADDRESS:  BERNARD J. BERRY, JR.  GERALD P. LALLY   COUNSEL:
   POST OFFICE BOX 190         THOMAS A. PLISKIN      SEAN E. REGAN    S. THOMAS
 MIDDLETOWN, NEW JERSEY 07748  JOHN A. AIELLO         JAY S. BECKER     GAGLIANO
                               MICHAEL J. GROSS       TIMOTHY D.LYONS
          OR:                  JOHN A. GIUNCO         J. SCOTT ANDERSON
HAND DELIVERY AND OVERNIGHT    EDWARD S. RADZELY      PETER B. BENNETT
     SERVICE ADDRESS:          SHARLENE A. HUNT       LAURENCE I.ROTHSTEIN
   125 HALF MILE ROAD          PHILIP D FORLENZA      ROBERT J.FEINBERG  JOHN C.
 RED BANK, NEW JERSEY 07701    MICHAEL J. CANNING |_| PATRICK S.CONVERY GIORDANO
                               PAUL H. SCHNEIDER      MICHAEL A. PANE,     JR.
      (732) 741-3900           ELIZABETH CHRISTIAN    DERRICK A. SCENNA
   FAX: (732) 224-6599         ANDREW B. ROBINS                      (1921-1989)

      www.ghclaw.com               -----                    -----

                                                                  |_| CERTIFIED
                                                                  BY THE SUPREME
                                                     .            COURT OF
                                                                  NEW JERSEY
                                                                  AS A CIVIL
                                                                  TRIAL ATTORNEY

                               LAURA N. ANDERSON     LISA MICELI WATERS
                               PAMELA J.KNAUER       JAYNE M. WESLER
                               STEVEN M.DALTON       GREGORY BANACKI, JR.
                               TARA L. BENSON        MICHAEL N.DASARO
                               CATHERINE J. RICE     ROBERT E. BRENNAN, JR.
                               MONICA J. CERES       BRIAN H. HARVEY
                               CRAIG D. GOTTILLA


DIRECT DIAL NUMBER         DIRECT E-MAIL                       CLIENT/MATTER NO.
(732) 741-3900             info@ghclaw.com                       09808-0072


                                September 4, 2003

Foodarama Supermarkets, Inc.
922 Highway 33
Building 6, Suite 1
Freehold, New Jersey  07728

      Re:   Registration Statement on Form S-8 relating to the
            Foodarama Supermarkets, Inc. 2001 Stock Incentive Plan.

Ladies and Gentlemen:

      We refer to the Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, filed on this date by
Foodarama Supermarkets, Inc. (the "Company") with the Securities and Exchange
Commission, to which this opinion letter is attached as an exhibit, for the
registration of 65,000 additional shares of Foodarama Supermarkets, Inc. Common
Stock, $1.00 par value per share ("Common Stock"), which have been reserved for
issuance under the Foodarama Supermarkets, Inc. 2001 Stock Incentive Plan, as
amended (the "2001 Stock Plan").


<PAGE>
      We have examined the original or a photostatic or certified copy of such
documents, records, and other information as we deemed relevant and necessary as
the basis for the opinion set forth below. In such examination, we have assumed,
the authenticity of each document submitted to us as an original, the conformity
to the original document of each document submitted to us as a certified copy or
photostatic copy, and the authenticity of the original of each such latter
document. In addition, we have assumed, in rendering the opinion set forth
below, that any stock certificate evidencing any shares of the Company's Common
Stock registered by this Registration Statement, when issued under the 2001
Stock Plan, will have been duly executed on behalf of the Company and will have
been countersigned by the Company's transfer agent and registered by the
Company's registrar prior to its issuance.

      On the basis of our examination mentioned above, subject to the
assumptions stated and relying on statements of fact contained in the documents
that we have examined, we are of the opinion that the shares of Common Stock
registered pursuant to the Registration Statement have been duly and validly
authorized and reserved for issuance and that upon the issuance of such shares
in accordance with the provisions of the 2001 Stock Plan, the shares of Common
Stock will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933, as amended, or the General Rules and Regulations of the Securities
and Exchange Commission.

                                Very truly yours,

                                    /s/ GIORDANO, HALLERAN & CIESLA
                                    A Professional Corporation





PJK/me


                                       2
<PAGE>
                                                                      EXHIBIT 10
                               Second Amendment to
                          Foodarama Supermarkets, Inc.
                        2001 STOCK INCENTIVE PLAN

      This Second Amendment ("Amendment") to the Foodarama Supermarkets, Inc.
2001 Stock Incentive Plan (as amended, the "Plan"), is made as of the 29th day
of August, 2003, pursuant to Section 8(a) of the Plan. Capitalized terms used
and not defined herein shall have the meanings ascribed to such terms by the
Plan.

      WHEREAS, Section 8(a) of the Plan provides that the Board may amend the
Plan, provided that no amendment shall be made without the approval of the
Company's shareholders to the extent such approval is required by law, Agreement
or the rules of any stock exchange or market on which the Stock is listed; and

       WHEREAS, on April 30, 2003, the Board of Directors approved the terms of
a settlement of certain litigation involving the Company, its directors and
executive officers, which terms provided, among other things, that the Plan be
amended so that the maximum number of shares that can be awarded to any
individual thereunder shall be 50,000, and that the exercise price of any
options or other stock-based compensation granted thereunder shall be equal to
the closing market price of the Company's Stock on the date of grant; and

      WHEREAS, no further approval of the Company's shareholders for the
proposed amendments is required by law, Agreement or the rules of any stock
exchange or market on which the Stock is listed;

      NOW, THEREFORE, the Plan is hereby amended as follows:

1. Subparagraph (c) of the third paragraph of Section 2, "ADMINISTRATION;
ELIGIBILITY," is hereby deleted in its entirety, and replaced with the
following:

      (c)   to determine the number of shares of Stock to be covered by each
            Award granted hereunder, not inconsistent with the terms of this
            Plan;

2. Subparagraph (e) of the third paragraph of Section 2, "ADMINISTRATION;
ELIGIBILITY," is hereby deleted in its entirety, and replaced with the
following:

      (e)   to determine the terms and conditions, not inconsistent with the
            terms of this Plan, of any Award granted hereunder (including, but
            not limited to, the option price, any vesting restriction or
            limitation, any vesting acceleration or forfeiture waiver and any
            right of repurchase, right of first refusal or other transfer
            restriction regarding any Award and the shares of Stock relating
            thereto, based on such factors or criteria as the Administrator
            shall determine); provided, however, that (i) for Awards subject to
            payment of an exercise price, the exercise price for any Award
            granted shall not be less than the Fair Market Value on the grant
            date, and (ii) for Awards granted in consideration of cash, cash
            equivalents, or past or future services, the value of the
            consideration, as determined by the Board, shall not be less than
            the Fair Market Value on the grant date;


<PAGE>
3. Subparagraph (h) of the third paragraph of Section 2, "ADMINISTRATION;
ELIGIBILITY," is hereby deleted in its entirety, and replaced with the
following:

      (h)   to determine the Fair Market Value, not inconsistent with the terms
            of this Plan;

4. The third paragraph of Section 3, "STOCK SUBJECT TO PLAN," is hereby deleted
in its entirety, and replaced with the following:

      Subject to adjustment as provided in this Section 3, the maximum number of
      shares of Stock that may be covered by Stock Options, Stock Appreciation
      Rights, Stock Awards, Phantom Stock and Performance Awards in the
      aggregate, granted to any one Participant for the life of the Plan shall
      be fifty thousand (50,000) shares.

5. Subsection (a) of the fifth paragraph of Section 4, "STOCK OPTIONS," is
hereby deleted in its entirety, and replaced with the following:

      (a)   Exercise Price. The exercise price per share of Stock purchasable
            under a Stock Option shall be determined by the Administrator, not
            inconsistent with the terms of this Plan. The Stock Option exercise
            price per share shall not be less than the Fair Market Value per
            share on the date the Stock Option is granted, or if the Stock
            Option is intended to qualify as an Incentive Stock Option granted
            to an individual who is a Ten Percent Holder, not less than 110% of
            such Fair Market Value per share.

6. The third paragraph of Section 6, "STOCK AWARDS OTHER THAN OPTIONS," is
hereby deleted in its entirety, and replaced with the following:

      A Stock Award may be issued in exchange for any consideration which the
      Administrator may deem appropriate in each individual instance, including,
      without limitation, any one or combination of the following:

            (i)   cash or cash equivalents;

            (ii)  past services rendered to the Company or any Subsidiary or
                  Affiliate; or

            (iii) future services to be rendered to the Company or any
                  Subsidiary or Affiliate (provided that, in such case, the par
                  value of the stock subject to such Stock Award shall be paid
                  in cash or cash equivalents, unless the Administrator provides
                  otherwise);

      provided further, that the value of such consideration, as determined by
      the Administrator, shall not be less than the Fair Market Value of the
      Award on the grant date.

7. Subsection (d) of Section 8, "MISCELLANEOUS," is hereby deleted in its
entirety, and replaced with the following:

                                       2
<PAGE>
      (d)   Declining Market Price. In the event the Fair Market Value of the
            Stock declines below the exercise price set forth in any Option, the
            Committee may at any time, subject to the approval of the Board and
            not inconsistent with the terms of this Plan, adjust, reduce, cancel
            and re-grant any unexercised Option or take any similar action it
            deems to be for the benefit of the Participant in light of the
            declining fair market value of the Stock,.

8. Subparagraph (o) of Section 10, "DEFINITIONS," is hereby deleted in its
entirety, and replaced with the following:

      (o)   "Fair Market Value" means, as of any given date, the closing sales
            price per share of the Stock on the American Stock Exchange (or the
            principal stock exchange or market on which the Stock is then
            traded) on the date as of which such value is being determined or
            the last previous day on which a sale was reported; provided,
            however, that if the Stock is not traded on a stock exchange or
            market, then the Fair Market Value shall mean, as of any given date,
            the price per share of the Stock determined by the Administrator
            pursuant to procedures established by the Administrator.

9. Except as amended hereby, all of the terms of the Plan shall remain in full
force and effect.

      IN WITNESS WHEREOF, this Second Amendment to Foodarama Supermarkets, Inc.
2001 Stock Incentive Plan is executed as of the date first written above.



                                    FOODARAMA SUPERMARKETS, INC.



                                      /s/ Joseph J. Saker
                                    -----------------------------------
                                    By Joseph J. Saker, Chairman of the
                                    Board of Directors


                                       3
<PAGE>
                               First Amendment to
                          Foodarama Supermarkets, Inc.
                        2001 STOCK INCENTIVE PLAN

      This First Amendment ("Amendment") to the Foodarama Supermarkets, Inc.
2001 Stock Incentive Plan (as amended, the "Plan"), is made as of the 8th day of
May, 2002, pursuant to Section 8(a) of the Plan. Capitalized terms used and not
defined herein shall have the meanings ascribed to such terms by the Plan.

      WHEREAS, Section 8(a) of the Plan provides that the Board may amend the
Plan, provided that no amendment shall be made without the approval of the
Company's shareholders to the extent such approval is required by law, Agreement
or the rules of any stock exchange or market on which the Stock is listed; and

       WHEREAS, on January 29, 2002, the Board of Directors voted that the Plan
be amended to increase the number of shares of Common Stock reserved for
issuance thereunder from 150,000 shares to 215,000 shares, an increase of 65,000
shares, subject to the approval of such amendment by the Company's shareholders;
and

      WHEREAS, on May 8, 2002, the amendment proposed by the Board of Directors
was approved by a majority of the shares voting in person or by proxy at the
Company's Annual Meeting of Shareholders;

      NOW, THEREFORE, the Plan is hereby amended as follows:

1. The first paragraph of Section 3, "STOCK SUBJECT TO PLAN," is hereby deleted
in its entirety, and replaced with the following:

      Subject to adjustment as provided in this Section 3, the aggregate number
      of shares of Stock which may be delivered under this Plan shall not exceed
      two hundred fifteen thousand (215,000) shares of Stock. Stock issuable
      pursuant to the Plan may be authorized and unissued shares of Stock or
      shares of Stock held in treasury by the Company.

2. The third paragraph of Section 3, "STOCK SUBJECT TO PLAN," is hereby deleted
in its entirety, and replaced with the following:

      Subject to adjustment as provided in this Section 3, the maximum number of
      shares of Stock that may be covered by Stock Options, Stock Appreciation
      Rights, Stock Awards, Phantom Stock and Performance Awards in the
      aggregate, granted to any one Participant for the life of the Plan shall
      be equal to one-third (1/3) of the shares reserved for delivery under the
      Plan (71,667 shares as of the date of the adoption of the First Amendment
      to the plan), or as otherwise determined by the Board.

3. Except as amended hereby, all of the terms of the Plan shall remain in full
force and effect.


<PAGE>

      IN WITNESS WHEREOF, this First Amendment to Foodarama Supermarkets, Inc.
2001 Stock Incentive Plan is executed as of the date first written above.



                                    FOODARAMA SUPERMARKETS, INC.



                                       /s/ Joseph J. Saker
                                    ----------------------
                                    By Joseph J. Saker, Chairman of the
                                    Board of Directors





                                       2
<PAGE>












                          FOODARAMA SUPERMARKETS, Inc.

                            2001 STOCK INCENTIVE PLAN



























<PAGE>
                          Foodarama Supermarkets, Inc.
                        2001 STOCK INCENTIVE PLAN

1. ESTABLISHMENT AND PURPOSE.

Foodarama Supermarkets, Inc. 2001 Stock Incentive Plan (the "Plan") is
established by Foodarama Supermarkets, Inc. and its present and future
Subsidiary corporations (collectively the "Company" unless otherwise expressly
provided herein) to attract and retain persons eligible to participate in the
Plan; motivate Participants to achieve long-term Company goals; promote
continuity of management; and further align Participants' interests with those
of the Company's other shareholders. This Plan was adopted as of February 14,
2001 by the Board of Directors of the Company, and was approved as of April 4,
2001 by the Company's shareholders. Unless this Plan is discontinued earlier by
the Board as provided herein, no Award shall be granted hereunder on or after
the date 10 years after the Effective Date.

Certain terms used herein are defined as set forth in Section 10.

2. ADMINISTRATION; ELIGIBILITY.

This Plan shall be administered by a Committee; provided, however, that, if at
any time no Committee shall be in office, this Plan shall be administered by the
Board. As used herein, the term "Administrator" means the Board or any Committee
administering this Plan.

The Administrator shall have plenary authority to grant Awards pursuant to the
terms of this Plan to Eligible Individuals. Participation shall be limited to
such persons as are selected by the Administrator. Awards may be granted as
alternatives to, in exchange or substitution for, or replacement of, Awards
outstanding under this Plan or awards outstanding under any other plan or
arrangement of the Company or any Subsidiary or Affiliate (including a plan or
arrangement of a business or entity, all or a portion of which is acquired by
the Company or any Subsidiary or Affiliate). The provisions of Awards need not
be the same with respect to each Participant.

Among other things, the Administrator shall have the authority, subject to the
terms of this Plan:

     (a)    to select the Eligible Individuals to whom Awards may from time to
            time be granted;

     (b)    to determine whether and to what extent Awards, including but not
            limited to Stock Options, Stock Appreciation Rights, Restricted or
            Non-Restricted Stock Awards ("Stock Awards"), Phantom Stock and
            Performance Awards or any combination thereof, are to be granted
            hereunder;

     (c)    to determine the number of shares of Stock to be covered by each
            Award granted hereunder;

     (d)    to approve forms of Agreement for use under this Plan ;

                                       2
<PAGE>
     (e)    to determine the terms and conditions, not inconsistent with the
            terms of this Plan, of any Award granted hereunder (including, but
            not limited to, the option price, any vesting restriction or
            limitation, any vesting acceleration or forfeiture waiver and any
            right of repurchase, right of first refusal or other transfer
            restriction regarding any Award and the shares of Stock relating
            thereto, based on such factors or criteria as the Administrator
            shall determine);

     (f)    subject to Section 8(a) to modify, amend or adjust the terms and
            conditions of any Award, at any time or from time to time,
            including, but not limited to, with respect to (i) performance goals
            and targets applicable to performance-based Awards pursuant to the
            terms of this Plan and (ii) extension of the post-termination
            exercisability period of Stock Options;

     (g)    to determine to what extent and under what circumstances Stock and
            other amounts payable with respect to an Award shall be deferred;

     (h)    to determine the Fair Market Value; and

     (i)    to determine the type and amount of consideration to be received by
            the Company for any Stock Award issued under Section 6.

The Administrator shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing this Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of this
Plan and any Award issued under this Plan (and any Agreement relating thereto)
and to otherwise supervise the administration of this Plan.

Except to the extent prohibited by applicable law, the Administrator may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any portion of its responsibilities
and powers to any other person or persons selected by it. Any such allocation or
delegation may be revoked by the Administrator at any time. The Administrator
may authorize any one or more of its members or any officer of the Company to
execute and deliver documents on behalf of the Administrator.

Any determination made by the Administrator or any appropriately delegated
officer pursuant to the provisions of this Plan with respect to any Award shall
be made in the sole discretion of the Administrator or such officer at the time
of the grant of the Award or, unless in contravention of any express term of
this Plan, at any time thereafter. All decisions made by the Administrator or
any appropriately delegated officer pursuant to the provisions of this Plan
shall be final and binding on all persons, including the Company and
Participants.

No member of the Administrator, and no officer of the Company, shall be liable
for any action taken or omitted to be taken by such individual or by any other
member of the Administrator or officer of the Company in connection with the
performance of duties under this Plan, except for such individual's own willful
misconduct or as expressly provided by law.

                                       3
<PAGE>

3. STOCK SUBJECT TO PLAN.
-------------------------

Subject to adjustment as provided in this Section 3, the aggregate number of
shares of Stock which may be delivered under this Plan shall not exceed one
hundred fifty thousand (150,000) shares of Stock. Stock issuable pursuant to the
Plan may be authorized and unissued shares of Stock or shares of Stock held in
treasury by the Company.

To the extent any shares of Stock covered by an Award are not delivered to a
Participant or beneficiary thereof because the Award expires, is forfeited,
canceled or otherwise terminated, or the shares of Stock are not delivered
because the Award is settled in cash or used to satisfy the applicable tax
withholding obligation, such shares shall not be deemed to have been delivered
for purposes of determining the maximum number of shares of Stock available for
delivery under this Plan.

Subject to adjustment as provided in this Section 3, the maximum number of
shares of Stock that may be covered by Stock Options, Stock Appreciation Rights,
Stock Awards, Phantom Stock and Performance Awards in the aggregate, granted to
any one Participant for the life of the Plan shall be equal to one-third (1/3)
of the shares reserved for delivery under the Plan (50,000 shares as of the date
of the adoption of the plan), or as otherwise determined by the Board.

In the event of any Company stock dividend, stock split, combination or exchange
of shares, recapitalization or other change in the capital structure of the
Company, corporate separation or division of the Company (including, but not
limited to, a split-up, spin-off, split-off or distribution to Company
shareholders other than a normal cash dividend), sale by the Company of all or a
substantial portion of its assets (measured on either a stand-alone or
consolidated basis), reorganization, rights offering, partial or complete
liquidation, or any other corporate transaction, Company share offering or other
event involving the Company and having an effect similar to any of the
foregoing, the Administrator may make such substitution or adjustments in the
(a) number and kind of shares that may be delivered under this Plan, (b)
additional maximums imposed in the immediately preceding paragraph, (c) number
and kind of shares subject to outstanding Awards, (d) exercise price of
outstanding Stock Options and Stock Appreciation Rights and (d) other
characteristics or terms of the Awards as it may determine appropriate in its
sole discretion to equitably reflect such corporate transaction, share offering
or other event; provided, however, that the number of shares subject to any
Award shall always be a whole number.

4. STOCK OPTIONS.

Stock Options may be granted alone or in addition to other Awards granted under
this Plan and may be of two types: Incentive Stock Options and Non-Qualified
Stock Options. Any Stock Option granted under this Plan shall be in such form as
the Administrator may from time to time approve.

The Administrator shall have the authority to grant any Participant Incentive
Stock Options, Non-Qualified Stock Options or both types of Stock Options (in
each case with or without Stock Appreciation Rights). Incentive Stock Options
may be granted only to employees of the Company or any Subsidiary of the
Company. To the extent that any Stock Option is not designated as an Incentive

                                       4
<PAGE>
Stock Option or, even if so designated, does not qualify as an Incentive Stock
Option, it shall constitute a Non-Qualified Stock Option. Incentive Stock
Options may be granted only within 10 years from the date this Plan is adopted,
or the date this Plan is approved by the Company's shareholders, whichever is
earlier.

Stock Options shall be evidenced by option Agreements, each in a form approved
by the Administrator. An option Agreement shall indicate on its face whether it
is intended to be an Agreement for an Incentive Stock Option or a Non-Qualified
Stock Option. The grant of a Stock Option shall occur as of the date the
Administrator determines.

Anything in this Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under this Plan be exercised, so
as to disqualify this Plan under Section 422 of the Code or, without the consent
of the Optionee affected, to disqualify any Incentive Stock Option under Section
422 of the Code.

Stock Options granted under this Section 4 shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Administrator shall deem desirable:

(a)         Exercise Price. The exercise price per share of Stock purchasable
            under a Stock Option shall be determined by the Administrator. If
            the Stock Option is intended to qualify as an Incentive Stock
            Option, the exercise price per share shall be not less than the Fair
            Market Value per share on the date the Stock Option is granted, or
            if granted to an individual who is a Ten Percent Holder, not less
            than 110% of such Fair Market Value per share.

(b)         Option Term. The term of each Stock Option shall be fixed by the
            Administrator, but no Incentive Stock Option shall be exercisable
            more than 10 years (or five years in the case of an individual who
            is a Ten Percent Holder) after the date the Incentive Stock Option
            is granted.

(c)         Exercisability.  Except as otherwise provided herein, Stock Options
            shall be exercisable at such time or times, and subject to such
            terms and conditions, as shall be determined by the Administrator.
            If the Administrator provides that any Stock Option is exercisable
            only in installments, the Administrator may at any time waive such
            installment exercise provisions, in whole or in part, based on such
            factors as the Administrator may determine.  In addition, the
            Administrator may at any time, in whole or in part, accelerate the
            exercisability of any Stock Option.

(d)         Method of Exercise. Subject to the provisions of this Section 4,
            Stock Options may be exercised, in whole at any time or in part from
            time to time during the option term by giving written notice of
            intent to exercise to the Company specifying the number of shares of
            Stock subject to the Stock Option to be purchased.

            The option price of any Stock Option shall be paid in full in cash
            (by certified or bank check or such other instrument as the Company

                                       5
<PAGE>
            may accept) or, unless otherwise provided in the applicable option
            Agreement, by one or more of the following: (i) in the form of
            unrestricted Stock already owned by the Optionee (or, in the case of
            the exercise of a Non-Qualified Stock Option, Restricted Stock (as
            defined in Section 6 hereof) subject to a Stock Award hereunder)
            based in any such instance on the Fair Market Value of the Stock on
            the date the Stock Option is exercised; (ii) by certifying ownership
            of shares of Stock owned by the Optionee to the satisfaction of the
            Administrator for later delivery to the Company as specified by the
            Company; (iii) by irrevocably authorizing a third party to sell
            shares of Stock (or a sufficient portion of the shares) acquired
            upon exercise of the Stock Option and remit to the Company a
            sufficient portion of the sale proceeds to pay the entire exercise
            price and any tax withholding resulting from such exercise; or (iv)
            by any combination of cash and/or any one or more of the methods
            specified in clauses (i), (ii) and (iii). Notwithstanding the
            foregoing, a form of payment shall not be permitted to the extent it
            would cause the Company to recognize a compensation expense (or
            additional compensation expense) with respect to the Stock Option
            for financial reporting purposes.

            If payment of the option exercise price of a Non-Qualified Stock
            Option is made in whole or in part in the form of Restricted Stock,
            the number of shares of Stock to be received upon such exercise
            equal to the number of shares of Restricted Stock used for payment
            of the option exercise price shall be subject to the same forfeiture
            restrictions to which such Restricted Stock was subject, unless
            otherwise determined by the Administrator.

            No shares of Stock shall be issued upon exercise of a Stock Option
            until full payment therefor has been made. Upon exercise of a Stock
            Option (or a portion thereof), the Company shall have a reasonable
            time to issue the Stock for which the Stock Option has been
            exercised, and the Optionee shall not be treated as a shareholder
            for any purposes whatsoever prior to such issuance. No adjustment
            shall be made for cash dividends or other rights for which the
            record date is prior to the date such Stock is recorded as issued
            and transferred in the Company's official shareholder records,
            except as otherwise provided herein or in the applicable option
            Agreement.

(e)         Transferability of Stock Options.  Except as otherwise provided in
            the applicable Agreement, a Non-Qualified Stock Option shall not be
            transferable except by will or the laws of descent and distribution.
            An Incentive Stock Option also shall not be transferable except by
            will or the laws of descent and distribution.  A Stock Option shall
            be exercisable, during the Optionee's lifetime, only by the Optionee
            or by the guardian or legal representative of the Optionee or
            assignee, if permitted, it being understood that the terms "Holder"
            and "Optionee" include the guardian and legal representative of the
            Optionee named in the applicable Agreement and any person to whom
            the Stock Option is transferred by will or the laws of descent and
            distribution or as otherwise permitted.  Notwithstanding the
            foregoing, references herein to the termination of an Optionee's
            employment or provision of services shall mean the termination of
            employment or provision of services of the person to whom the
            Stock Option was originally granted.

                                       6
<PAGE>
(f)         Termination by Death.  Unless otherwise provided in the applicable
            option Agreement, if an Optionee's employment or provision of
            services terminates by reason of death, any Stock Option held by
            such Optionee shall become immediately exercisable in full and shall
            terminate upon the earlier to occur of (i) the expiration of the
            period of one (1) year after the date of such Participant's death
            and (ii) the expiration of the stated term of such Option.  In the
            event of termination of employment or provision of services due to
            death, if an Incentive Stock Option is exercised after the
            expiration of the exercise periods that apply for purposes of
            Section 422 of the Code, such Stock Option will thereafter be
            treated as a Non-Qualified Stock Option.

(g)         Termination by Reason of Disability.  Unless otherwise provided in
            the applicable option Agreement, if an Optionee's employment or
            provision of services terminates by reason of Disability, any Stock
            Option held by such Optionee shall become immediately exercisable in
            full and shall terminate upon the earlier to occur of (i) the
            expiration of the period of ninety (90) days after the date of such
            Disability and (ii) the expiration of the stated term of such
            Option; provided, however, that if the Optionee dies within such
            period, an unexercised Stock Option held by such Optionee shall,
            notwithstanding the expiration of such period, continue to be
            exercisable to the extent to which it was exercisable at the time of
            death for a period of 90 days from the date of such death or until
            the expiration of the stated term of such Stock Option, whichever
            period is shorter.  In the event of termination of employment or
            provision of services by reason of Disability, if an Incentive Stock
            Option is exercised after the expiration of the exercise periods
            that apply for purposes of Section 422 of the Code, such Stock
            Option will thereafter be treated as a Non-Qualified Stock Option.

(h)         Termination by Reason of Retirement.  Unless otherwise provided in
            the applicable option Agreement, if an Optionee's employment or
            provision of services terminates by reason of Retirement, any Stock
            Option held by such Optionee shall become immediately exercisable in
            full and shall terminate upon the earlier to occur of (i) the
            expiration of the period of ninety days after the date of such
            Retirement and (ii) the expiration of the stated term of such
            Option; provided, however, that if the Optionee dies within such
            period, any unexercised Stock Option held by such Optionee shall,
            notwithstanding the expiration of such period, continue to be
            exercisable to the extent to which it was exercisable at the time of
            death for a period of 90 days from the date of such death or until
            the expiration of the stated term of such Stock Option, whichever
            period is shorter. In the event of termination of employment or
            provision of services by reason of Retirement, if an Incentive Stock
            Option is exercised after the expiration of the exercise periods
            that apply for purposes of Section 422 of the Code, such Stock
            Option will thereafter be treated as a Non-Qualified Stock Option.

(i)         Other Termination. Unless otherwise provided in the applicable
            option Agreement, if an Optionee's employment or provision of
            services terminates for any reason other than death, Disability or

                                       7
<PAGE>
            Retirement, any Stock Option held by such Optionee shall thereupon
            terminate; provided, however, that, if such termination of
            employment or provision of services is involuntary on the part of
            the Optionee and without Cause, such Stock Option, to the extent
            then exercisable, or on such accelerated basis as the Administrator
            may determine, may be exercised for the lesser of 30 days from the
            date of such termination of employment or provision of services or
            the remainder of such Stock Option's term, and provided, further,
            that if the Optionee dies within such period, any unexercised Stock
            Option held by such Optionee shall, notwithstanding the expiration
            of such period, continue to be exercisable to the extent to which it
            was exercisable at the time of death for a period of 90 days from
            the date of such death or until the expiration of the stated term of
            such Stock Option, whichever period is shorter.  In the event of
            termination of employment or provision of services for any reason
            other than death, Disability or Retirement, if an Incentive Stock
            Option is exercised after the expiration of the exercise periods
            that apply for purposes of Section 422 of the Code, such Stock
            Option will thereafter be treated as a Non-Qualified Stock Option.

(j)         Participant Loans. The Administrator may in its discretion
            authorize the Company to:

            (i)   lend to an Optionee an amount equal to such portion of the
                  exercise price of a Stock Option as the Administrator may
                  determine; or

            (ii)  guarantee a loan obtained by an Optionee from a third-party
                  for the purpose of tendering such exercise price.

            The terms and conditions of any loan or guarantee, including the
            term, interest rate, whether the loan is with recourse against the
            Optionee and any security interest thereunder, shall be determined
            by the Administrator, except that no extension of credit or
            guarantee shall obligate the Company for an amount to exceed the
            lesser of (A) the aggregate Fair Market Value on the date of
            exercise, less the par value, of the shares of Stock to be purchased
            upon the exercise of the Stock Option, and (B) the amount permitted
            under applicable laws or the regulations and rules of the Federal
            Reserve Board and any other governmental agency having jurisdiction.

5. STOCK APPRECIATION RIGHTS.

Stock Appreciation Rights may be granted in conjunction with all or part of any
Stock Option granted under this Plan. In the case of a Non-Qualified Stock
Option, such rights may be granted either at or after the time of grant of such
Stock Option. In the case of an Incentive Stock Option, such rights may be
granted only at the time of grant of such Stock Option. A Stock Appreciation
Right shall terminate and no longer be exercisable upon the termination or
exercise of the related Stock Option.

A Stock Appreciation Right may be exercised by an Optionee in accordance with
this Section 5 by surrendering the applicable portion of the related Stock
Option in accordance with procedures established by the Administrator. Upon such

                                       8
<PAGE>
exercise and surrender, the Optionee shall be entitled to receive an amount
determined in the manner prescribed in this Section 5. Stock Options which have
been so surrendered shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.

Stock Appreciation Rights shall be subject to such terms and conditions as shall
be determined by the Administrator, including the following:

             (i)  Stock Appreciation Rights shall be exercisable only at such
                  time or times and to the extent that the Stock Options to
                  which they relate are exercisable in accordance with the
                  provisions of Section 4 and this Section 5.

             (ii) Upon the exercise of a Stock Appreciation Right, an Optionee
                  shall be entitled to receive an amount in cash, shares of
                  Stock or both equal in value to the excess of the Fair Market
                  Value of one share of Stock over the exercise price per share
                  specified in the related Stock Option, multiplied by the
                  number of shares in respect of which the Stock Appreciation
                  Right shall have been exercised, with the Administrator having
                  the right to determine the form of payment.

             (iii)A Stock Appreciation Right shall be transferable only to, and
                  shall be exercisable only by, such persons permitted with
                  respect to the underlying Stock Option in accordance with
                  Section 4(e).

6.STOCK AWARDS OTHER THAN OPTIONS.

Stock Awards may be directly issued under this Plan (without any intervening
options), subject to such terms, conditions, performance requirements,
restrictions, forfeiture provisions, contingencies and limitations as the
Administrator shall determine. Stock Awards may vest immediately upon issuance,
in one or more installments over the Participant's period of employment or other
service to the Company or upon the attainment of specified performance
objectives, or the Company may issue Stock Awards which entitle the Participant
to receive a specified number of vested shares of Stock upon the attainment of
one or more performance goals or service requirements established by the
Administrator.

Shares representing a Stock Award shall be evidenced in such manner as the
Administrator may deem appropriate, including book-entry registration or
issuance of one or more certificates (which may bear appropriate legends
referring to the terms, conditions and restrictions applicable to such Award).
The Administrator may require that any such certificates be held in custody by
the Company until any restrictions thereon shall have lapsed and that the
Participant deliver a stock power, endorsed in blank, relating to the Stock
covered by such Award.

A Stock Award may be issued in exchange for any consideration which the
Administrator may deem appropriate in each individual instance, including,
without limitation:

            (i)   cash or cash equivalents;

            (ii)  past services rendered to the Company or any Subsidiary or
                  Affiliate; or

                                       9
<PAGE>
            (iii) future services to be rendered to the Company or any
                  Subsidiary or Affiliate (provided that, in such case, the par
                  value of the stock subject to such Stock Award shall be paid
                  in cash or cash equivalents, unless the Administrator provides
                  otherwise).

A Stock Award that is subject to restrictions on transfer and/or forfeiture
provisions may be referred to as an award of "Restricted Stock" or "Restricted
Stock Units."

Phantom Stock. The Administrator may from time to time grant Awards to eligible
participants denominated in stock-equivalent units ("phantom stock") in such
amounts and on such terms and conditions as it shall determine. Phantom stock
units granted to a participant shall be credited to a bookkeeping reserve
account solely for accounting purposes and shall not require a segregation of
any of the Company's assets. An Award of phantom stock may be settled in Stock,
in cash, or in a combination of Stock and cash, as determined in the sole
discretion of the Administrator. Except as otherwise provided in the applicable
Agreement, the Participant shall not have the rights of a shareholder with
respect to any shares of Stock represented by a phantom stock unit solely as a
result of the grant of a phantom stock unit to the Participant.

Performance Awards. The Administrator may, in its discretion, grant performance
Awards which become payable on account of attainment of one or more performance
goals established by the Administrator. Performance Awards may be paid by the
delivery of Common Stock or cash or any combination of Common Stock and cash, as
determined in the sole discretion of the Administrator. Performance goals
established by the Administrator may be based on the Company's or any Subsidiary
or Affiliate's operating income or one or more other business criteria selected
by the Administrator that apply to an individual or group of individuals, a
business unit, or the Company or any Subsidiary or Affiliate as a whole, over
such performance period as the Administrator may designate.

7. TRIGGERING EVENTS.

      (a)   Impact of Triggering Event. Notwithstanding any other provision of
            this Plan to the contrary, in the event of a Triggering Event (as
            defined in Section 7(b) below):

            (i)   Any Stock Options and Stock Appreciation Rights outstanding as
                  of the date such Triggering Event is determined to have
                  occurred and not then exercisable and vested shall become
                  fully exercisable and vested to the full extent of the
                  original grant;

            (ii)  The restrictions applicable to any outstanding Stock Award
                  shall lapse, and the Stock relating to such Award shall become
                  free of all restrictions and become fully vested and
                  transferable to the full extent of the original grant;

            (iii) All outstanding repurchase rights of the Company with respect
                  to any outstanding Awards shall terminate; and,

                                      10
<PAGE>
            (iv)  Outstanding Awards shall be subject to any Agreement of merger
                  or reorganization entered into in connection with such
                  Triggering Event, which Agreement shall provide for:

                  (A)  The continuation of the outstanding Awards by the
                       Company, if the Company is a surviving corporation;

                  (B)  The assumption of the outstanding awards by the surviving
                       corporation or its parent or subsidiary;

                  (C)  The substitution by the surviving corporation or its
                       parent or subsidiary of equivalent awards for the
                       outstanding Awards; or

                  (D)  Settlement in cash of each share of Stock subject to an
                       outstanding Award for the Triggering Event Price (less,
                       to the extent applicable, the per share exercise price).

            (v)   In the absence of any Agreement of merger or reorganization
                  entered into in connection with such Triggering Event, each
                  share of Stock subject to an outstanding Award shall be
                  settled in cash for the Triggering Event Price (less, to the
                  extent applicable, the per share exercise price), or, if the
                  per share exercise price equals or exceeds the Triggering
                  Event Price, the outstanding Award shall terminate and be
                  canceled.

     (b)    Definition of Triggering Event. For purposes of this Plan, a "
            Triggering Event" shall mean the happening of any of the following
            with respect to the Company, which, for purposes of this Section
            7(b), shall mean Foodarama Supermarkets, Inc. and all its
            successors:

            (i)   An acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
                  (a "Person") of beneficial ownership (within the meaning of
                  Rule 13d-3 promulgated under the Exchange Act) of 40% or more
                  of either (1) the then outstanding shares of common stock of
                  the Company (the "Outstanding Company Common Stock") or (2)
                  the combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the "Outstanding Company Voting
                  Securities"); excluding, however, the following: (1) any
                  acquisition directly from the Company, other than an
                  acquisition by virtue of the exercise of a conversion
                  privilege unless the security being so converted was itself
                  acquired directly from the Company, (2) any acquisition by the
                  Company; (3) any acquisition by any employee benefit plan (or
                  related trust) sponsored or maintained by the Company or any
                  corporation controlled by the Company; or (4) any acquisition
                  by any Person pursuant to a transaction which complies with
                  clauses (1), (2) and (3) of subsection (ii) of this Section
                  7(b); or

                                       11
<PAGE>
            (ii)  The approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company ("Corporate Transaction"); excluding, however, such a
                  Corporate Transaction pursuant to which (1) all or
                  substantially all of the individuals and entities who are the
                  beneficial owners, respectively, of the outstanding Company
                  Common Stock and Outstanding Company Voting Securities
                  immediately prior to such Corporate Transaction will
                  beneficially own, directly or indirectly, more than 60% of,
                  respectively, the outstanding shares of Stock, and the
                  combined voting power of the then outstanding voting
                  securities entitled to vote generally in the election of
                  directors, as the case may be, of he corporation resulting
                  from such Corporate Transaction (including, without
                  limitation, a corporation which as a result of such
                  transaction owns the Company or all or substantially all of
                  the Company's assets, either directly or through one or more
                  subsidiaries) in substantially the same proportions as their
                  ownership, immediately prior to such Corporate Transaction, of
                  the outstanding Company Common Stock and Outstanding Company
                  Voting Securities, as the case may be, (2) no Person (other
                  than the Company; any employee benefit plan (or related trust)
                  sponsored or maintained by the Company, by any corporation
                  controlled by the Company, or by such corporation resulting
                  from such Corporate Transaction) will beneficially own,
                  directly or indirectly, more than 25% of, respectively, the
                  outstanding shares of common stock of the corporation
                  resulting from such Corporate Transaction or the combined
                  voting power of the outstanding voting securities of such
                  corporation entitled to vote generally in the election of
                  directors, except to the extent that such ownership existed
                  with respect to the Company prior to the Corporate
                  Transaction, and (3) individuals who were members of the Board
                  immediately prior to the approval by the shareholders of the
                  Company of such Corporate Transaction will constitute at least
                  a majority of the members of the board of directors of the
                  corporation resulting from such Corporate Transaction; or

            (iii) The approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company, other than to a
                  corporation pursuant to a transaction which would comply with
                  clauses (1), (2) and (3) of subsection (ii) of this Section
                  7(b), assuming for this purpose that such transaction were a
                  Corporate Transaction.

     (c)    Triggering Event Price.  For purposes of this Plan, "Triggering
            Event Price" means the higher of (i) the highest reported sales
            price, regular way, of a share of Stock in any transaction reported
            on the American Stock Exchange Composite Tape or other national
            securities exchange on which such shares are listed or on Nasdaq, as
            applicable, during the 60-day period prior to and including the date

                                       12
<PAGE>
            of a Triggering Event , and (ii) if the Triggering Event is the
            result of a tender or exchange offer or a Corporate Transaction, the
            highest price per share of Stock paid in such tender or exchange
            offer or Corporate Transaction. To the extent that the consideration
            paid in any such transaction described above consists all or in part
            of securities or other non-cash consideration, the value of such
            securities or other non-cash consideration shall be determined in
            the sole discretion of the Board.

8. MISCELLANEOUS.

      (a)   Amendment.  The Board may amend, alter, or discontinue this Plan,
            but no amendment, alteration or discontinuation shall be made which
            would adversely affect the rights of a Participant under an Award
            theretofore granted without the Participant's consent, except such
            an amendment (i) made to avoid an expense charge to the Company or
            any Subsidiary or Affiliate , or (ii) made to permit the Company or
            any Subsidiary or Affiliate a deduction under the Code.  No such
            amendment shall be made without the approval of the Company's
            shareholders to the extent such approval is required by law,
            Agreement or the rules of any stock exchange or market on which the
            Stock is listed.

            The Administrator may amend the terms of any Stock Option or other
            Award theretofore granted, prospectively or retroactively, but no
            such amendment shall adversely affect the rights of the holder
            thereof without the holder's consent.

            Notwithstanding anything in this Plan to the contrary, if any right
            under this Plan would cause a transaction to be ineligible for
            pooling of interests accounting that would, but for the right
            hereunder, be eligible for such accounting treatment, the
            Administrator may modify or adjust the right so that pooling of
            interests accounting shall be available, including the substitution
            of Stock having a Fair Market Value equal to the cash otherwise
            payable hereunder for the right which caused the transaction to be
            ineligible for pooling of interests accounting.

        (b) Unfunded Status of Plan. It is intended that this Plan be an
            "unfunded" plan for incentive and deferred compensation. The
            Administrator may authorize the creation of trusts or other
            arrangements to meet the obligations created under the Plan to
            deliver Stock or make payments, provided that, unless the
            Administrator otherwise determines, the existence of such trusts or
            other arrangements is consistent with the "unfunded" status of this
            Plan.

        (c) General Provisions.

            (i)   The Administrator may require each person purchasing or
                  receiving shares pursuant to an Award to represent to and
                  agree with the Company in writing that such person is
                  acquiring the shares without a view to the distribution
                  thereof. The certificates for such shares may include any
                  legend which the Administrator deems appropriate to reflect
                  any restrictions on transfer.

                  All certificates for shares of Stock or other securities
                  delivered under this Plan shall be subject to such stock
                  transfer orders and other restrictions as the Administrator

                                       13
<PAGE>
                  may deem advisable under the rules, regulations and other
                  requirements of the Commission, any stock exchange or market
                  on which the Stock is then listed and any applicable federal
                  or state securities law, and the Administrator may cause a
                  legend or legends to be put on any such certificates to make
                  appropriate reference to such restrictions.

            (ii)  Nothing contained in this Plan shall prevent the Company or
                  any Subsidiary or Affiliate from adopting other or additional
                  compensation arrangements for its employees.

            (iii) The adoption of this Plan shall not confer upon any employee,
                  director, consultant or advisor any right to continued
                  employment, directorship or service, nor shall it interfere in
                  any way with the right of the Company or any Subsidiary or
                  Affiliate to terminate the employment or service of any
                  employee, consultant or advisor at any time.

            (iv)  No later than the date as of which an amount first becomes
                  includible in the gross income of the Participant for federal
                  income tax purposes with respect to any Award under this Plan,
                  the Participant shall pay to the Company, or make arrangements
                  satisfactory to the Company regarding the payment of, any
                  federal, state, local or foreign taxes of any kind required by
                  law to be withheld with respect to such amount. Unless
                  otherwise determined by the Administrator, withholding
                  obligations may be settled with Stock, including Stock that is
                  part of the Award that gives rise to the withholding
                  requirement. The obligations of the Company under this Plan
                  shall be conditional on such payment or arrangements, and the
                  Company, or any of its Subsidiaries or its Affiliates shall,
                  to the extent permitted by law, have the right to deduct any
                  such taxes from any payment otherwise due to the Participant.
                  The Administrator may establish such procedures as it deems
                  appropriate for the settlement of withholding obligations with
                  Stock.

            (v)   The Administrator shall establish such procedures as it deems
                  appropriate for a Participant to designate a beneficiary to
                  whom any amounts payable in the event of the Participant's
                  death are to be paid.

            (vi)  Any amounts owed to the Company or any Subsidiary or Affiliate
                  by the Participant of whatever nature may be offset by the
                  Company from the value of any shares of Stock, cash or other
                  thing of value under this Plan or an Agreement to be
                  transferred to the Participant, and no shares of Stock, cash
                  or other thing of value under this Plan or an Agreement shall
                  be transferred unless and until all disputes between the
                  Company and the Participant have been fully and finally
                  resolved and the Participant has waived all claims to such
                  against the Company and any Subsidiary or Affiliate.

            (vii) The grant of an Award shall in no way affect the right of the
                  Company to adjust, reclassify, reorganize or otherwise change

                                      14
<PAGE>
                  its capital or business structure or to merge, consolidate,
                  dissolve, liquidate or sell or transfer all or any part of its
                  business or assets.

            (viii)If any payment or right accruing to a Participant under this
                  Plan (without the application of this Section (8)(c)(viii)),
                  either alone or together with other payments or rights
                  accruing to the Participant from the Company or any Subsidiary
                  or Affiliate ("Total Payments") would constitute a "parachute
                  payment" (as defined in Section 280G of the Code and
                  regulations thereunder), such payment or right shall be
                  reduced to the largest amount or greatest right that will
                  result in no portion of the amount payable or right accruing
                  under this Plan being subject to an excise tax under Section
                  4999 of the Code or being disallowed as a deduction under
                  Section 280G of the Code; provided, however, that the
                  foregoing shall not apply to the extent provided otherwise in
                  an Award or in the event the Participant is party to an
                  Agreement with the Company or any Subsidiary or Affiliate that
                  explicitly provides for an alternate treatment of payments or
                  rights that would constitute "parachute payments."  The
                  determination of whether any reduction in the rights or
                  payments under this Plan is to apply shall be made by the
                  Administrator in good faith after consultation with the
                  Participant, and such determination shall be conclusive and
                  binding on the Participant.  The Participant shall cooperate
                  in good faith with the Administrator in making such
                  determination and providing the necessary information for
                  this purpose.  The foregoing provisions of this Section 8(c)
                  (viii) shall apply with respect to any person only if, after
                  reduction for any applicable federal excise tax imposed by
                  Section 4999 of the Code and federal income tax imposed by the
                  Code, the Total Payments accruing to such person would be less
                  than the amount of the Total Payments as reduced, if
                  applicable, under the foregoing provisions of the Plan and
                  after reduction for only federal income taxes.

            (ix)  The headings contained in this Plan are for reference purposes
                  only and shall not affect the meaning or interpretation of
                  this Plan.

            (x)   If any provision of this Plan shall for any reason be held to
                  be invalid or unenforceable, such invalidity or
                  unenforceability shall not effect any other provision hereby,
                  and this Plan shall be construed as if such invalid or
                  unenforceable provision were omitted.

            (xi)  This Plan shall inure to the benefit of and be binding upon
                  each successor and assign of the Company. All obligations
                  imposed upon a Participant, and all rights granted to the
                  Company hereunder, shall be binding upon the Participant's
                  heirs, legal representatives, successors and permitted
                  assignees.

                                       15
<PAGE>
            (xii) This Plan and each Agreement granting an Award constitute the
                  entire Agreement with respect to the subject matter hereof and
                  thereof, provided that in the event of any inconsistency
                  between this Plan and such Agreement, the terms and conditions
                  of this Plan shall control.

            (xiii)In the event there is an effective registration statement
                  under the Securities Act pursuant to which shares of Stock
                  shall be offered for sale in an underwritten offering, a
                  Participant shall not, during the period requested by the
                  underwriters managing the registered public offering, effect
                  any public sale or distribution of shares of Stock received,
                  directly or indirectly, as an Award or pursuant to the
                  exercise or settlement of an Award.

            (xiv) This Plan, and all Awards, Agreements and actions hereunder,
                  shall be governed by, and construed in accordance with, the
                  laws of the State of New Jersey (other than its law respecting
                  choice of law).

     (d)    Declining Market Price. In the event the fair market value of the
            Stock declines below the exercise price set forth in any Option, the
            Committee may, subject to the approval of the Board, at any time,
            adjust, reduce, cancel and re-grant any unexercised Option or take
            any similar action it deems to be for the benefit of the Participant
            in light of the declining fair market value of the Stock.

9. DEFERRAL OF AWARDS.

The Administrator (in its sole discretion) may permit a Participant to:

     (a)    have cash that otherwise would be paid to such Participant as a
            result of the exercise of a Stock Appreciation Right or the
            settlement of a Stock Award credited to a deferred compensation
            account established for such Participant by the Administrator as an
            entry on the Company's books;

     (b)    have Stock that otherwise would be delivered to such Participant as
            a result of the exercise of a Stock Option or a Stock Appreciation
            Right converted into an equal number of Stock units; or

     (c)    have Stock that otherwise would be delivered to such Participant as
            a result of the exercise of a Stock Option or Stock Appreciation
            Right or the settlement of a Stock Award converted into amounts
            credited to a deferred compensation account established for such
            Participant by the Administrator as an entry on the Company's books.
            Such amounts shall be determined by reference to the Fair Market
            Value of the Stock as of the date on which they otherwise would have
            been delivered to such Participant.

A deferred compensation account established under this Section 9 may be credited
with interest or other forms of investment return, as determined by the
Administrator. A Participant for whom such an account is established shall have
no rights other than those of a general creditor of the Company. Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be

                                       16
<PAGE>
subject to the terms and conditions of the applicable Agreement between such
Participant and the Company. If the deferral or conversion of awards is
permitted or required, the Administrator (in its sole discretion) may establish
rules, procedures and forms pertaining to such awards, including (without
limitation) the settlement of deferred compensation accounts established under
this Section 9.

10. DEFINITIONS.

For purposes of this Plan, the following terms are defined as set forth below:

     (a)    "Affiliate" means a corporation or other entity controlled by the
            Company and designated by the Administrator as such.

     (b)    "Agreement" means a written document memorializing the terms and
            conditions of an Award granted pursuant to the Plan and shall
            incorporate the terms of the Plan.

     (c)    "Award" means Stock Option, Stock Appreciation Right, Restricted or
            Non-Restricted Stock Award, Phantom Stock or Performance Award.

     (d)    "Board" means the Board of Directors of the Company.

     (e)    "Cause" means (i) the conviction of the Participant for committing a
            felony under federal law or the law of the state in which such
            action occurred, (ii) dishonesty in the course of fulfilling the
            Participant's duties as an employee or director of, or consultant or
            advisor to, the Company or (iii) willful and deliberate failure on
            the part of the Participant to perform such duties in any material
            respect.  Notwithstanding the foregoing, if the Participant and the
            Company have entered into an employment or services agreement which
            defines the term "Cause" (or a similar term), such definition shall
            govern for purposes of determining whether such Participant has been
            terminated for Cause for purposes of this Plan.  The determination
            of Cause shall be made by the Administrator, in its sole discretion.

     (f)    "Code" means the Internal Revenue Code of 1986, as amended from time
            to time, and any successor thereto.

     (g)    "Commission" means the Securities and Exchange Commission or any
            successor agency.

     (h)    "Committee" means a committee of Directors appointed by the Board to
            administer this Plan. With respect to Awards granted at any time the
            Company is publicly held, insofar as the Committee is responsible
            for granting Awards to Participants hereunder, it shall consist
            solely of two or more Directors, each of whom is a "Non-Employee
            Director" within the meaning of Rule 16b-3 of the Exchange Act and
            each of whom is also an "outside director" under Section 162(m) of
            the Code.

            The Committee shall be appointed annually by the Board, which may at
            any time and from time to time remove any members of the Committee,
            with or without cause, appoint additional members to the Committee

                                       17
<PAGE>
            and fill vacancies, however caused, in the Committee. A majority of
            the members of the Committee shall constitute a quorum. All
            determinations of the Committee shall be made by a majority of its
            members present at a meeting duly called and held. Any decision or
            determination of the committee reduced to writing and signed by all
            of the members of the Committee shall be fully as effective as if it
            had been made at a meeting duly called and held.

     (i)    "Company" means Foodarama Supermarkets, Inc., a New Jersey
            corporation and its present and future subsidiary corporations, as
            defined in Section 424(f) of the Internal Revenue Code of 1986, as
            amended.

     (j)    "Director" means a member of the Company's Board of Directors.

     (k)    "Disability" as defined in Section 22(e)(3) of the Code, means an
            individual is permanently and totally disabled if he is unable to
            engage in any substantial gainful activity by reason of any
            medically determinable physical or mental impairment which can be
            expected to result in death or which has lasted or can be expected
            to last for a continuous period of not less than 12 months.  An
            individual shall not be considered to be permanently and totally
            disabled unless he furnishes proof of the existence thereof in such
            form and manner, and at such times, as the Company may require.

     (l)    "Effective Date" means February 14, 2001.

     (m)    "Eligible Individual" means any officer, employee or Director
            (employee or non-employee) of the Company or a Subsidiary or
            Affiliate, or any consultant or advisor providing services to the
            Company or a Subsidiary or Affiliate.

     (n)    "Exchange Act" means the Securities Exchange Act of 1934, as amended
            from time to time, and any successor thereto.

     (o)    "Fair Market Value" means, as of any given date, the fair market
            value of the Stock as determined by the Administrator or under
            procedures established by the Administrator. Unless otherwise
            determined by the Administrator, the Fair Market Value per share
            shall be the closing sales price per share of the Stock on the
            American Stock Exchange (or the principal stock exchange or market
            on which the Stock is then traded) on the date as of which such
            value is being determined or the last previous day on which a sale
            was reported.

     (p)    "Family Member" means any child, stepchild, grandchild, parent,
            stepparent, grandparent, spouse, former spouse, sibling, niece,
            nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
            brother-in-law or sister-in-law of a Participant (including adoptive
            relationships); any person sharing the Participant's household
            (other than a tenant or employee); any trust in which the
            Participant and any of these persons have substantially all of the
            beneficial interest; any foundation in which the Participant and any
            of these persons control the management of the assets; any

                                       18
<PAGE>
            corporation, partnership, limited liability company or other entity
            in which the Participant and any of these other persons are the
            direct and beneficial owners of substantially all of the equity
            interests (provided the Participant and these other persons agree
            in writing to remain the direct and beneficial owners of all such
            equity interests); and any personal representative of the
            Participant upon the Participant's death for purposes of
            administration of the Participant's estate or upon the Participant's
            incompetency for purposes of the protection and management of the
            assets of the Participant.

     (q)    "Incentive Stock Option" means any Stock Option intended to be and
            designated as an "incentive stock option" within the meaning of
            Section 422 of the Code.

     (r)    "Nasdaq" means The Nasdaq Stock Market, including the Nasdaq
            National Market and the Nasdaq SmallCap Market.

     (s)    "Non-Employee Director" means a Director who is not an officer or
            employee of the Company.

     (t)    "Non-Qualified Stock Option" means any Stock Option that is not an
            Incentive Stock Option.

     (u)    "Optionee" means a person who holds a Stock Option.

     (v)    "Participant" means an Eligible Individual granted an Award.

     (w)    "Plan" means the Foodarama Supermarkets, Inc. 2001 Stock Incentive
            Plan.

     (x)    "Representative" means (i) the person or entity acting as the
            executor or administrator of a Participant's estate pursuant to the
            last will and testament  of a Participant or pursuant to the laws of
            the jurisdiction in which the Participant had his or her primary
            residence at the date of the Participant's death; (ii) the person or
            entity acting as the guardian or temporary guardian of a
            Participant; (iii) the person or entity which is the beneficiary of
            the Participant upon or following the Participant's death; or (iv)
            any person to whom an Option has been transferred with the
            permission of the Administrator or by operation of law; provided
            that only one of the foregoing shall be the Representative at any
            point in time as determined under applicable law and recognized by
            the Administrator.

     (y)    "Retirement" means termination of employment with the Company or any
            Subsidiary or Affiliate at or after age 65, or provision of services
            at or after age 65, under circumstances which the Administrator, in
            its sole discretion, deems equivalent to termination of employment
            with the Company or any Subsidiary or Affiliate

     (z)    "Stock" means Common Stock, par value $1.00 per share, of the
            Company.

                                       19
<PAGE>

     (aa)   "Stock Appreciation Right" means a right granted under Section 5.

     (bb)   "Stock Award" means an Award, other than a Stock Option or Stock
            Appreciation Right, made in restricted or non-restricted Stock or
            denominated in restricted or non-restricted shares of Stock.

     (cc)   "Stock Option" means an option granted under Section 4.

     (dd)   "Subsidiary" means any company during any period in which it is a
            "subsidiary corporation" (as such term is defined in Section 424(f)
            of the Code) with respect to the Company.

     (ee)   "Ten Percent Holder" means an individual who owns, or is deemed to
            own, stock possessing more than 10% of the total combined voting
            power of all classes of stock of the Company or of any parent or
            subsidiary corporation of the Company, determined pursuant to the
            rules applicable to Section 422(b)(6) of the Code.

      In addition, certain other terms used herein have the definitions given to
them in the first places in which they are used.


                                       20
<PAGE>



                                                                  EXHIBIT 23.01


                       CONSENT OF INDEPENDENT AUDITORS'


      We consent to the incorporation by reference in the Registration Statement
on Form S-8 (File No.333-65328) of Foodarama Supermarkets, Inc., of our report
dated January 21, 2003 with respect to the consolidated financial statements and
schedules of Foodarama Supermarkets, Inc. as of November 2, 2002 and November 3,
2001 and for each of the three years in the period ended November 2, 2002, which
report is included in Foodarama's Annual Report on Form 10-K for the year ended
November 2, 2002, filed with the Securities and Exchange Commission. We also
consent to the reference to our firm under the heading "Experts" in the
prospectus included in the above-referenced Registration Statement.


                                           /s/ AMPER, POLITZINER & MATTIA, P.C.


Edison, New Jersey
September 4, 2003
[{"type": "S-8", "sequence": "1", "filename": "ps80903.txt", "description": "S-8 09/03/2003", "secsgml_size_bytes": 92176}]
{"company-data": {"conformed-name": "FOODARAMA SUPERMARKETS INC", "cik": "0000037914", "assigned-sic": "5411", "irs-number": "210717108", "state-of-incorporation": "NJ", "fiscal-year-end": "1102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108508", "film-number": "03881492"}, "business-address": {"street1": "922 HIGHWAY 33", "street2": "BLDG 6", "city": "FREEHOLD", "state": "NJ", "zip": "07728", "phone": "7324624700"}, "mail-address": {"street1": "922 HIGHWAY 33", "street2": "BLDG 6", "city": "FREEHOLD", "state": "NJ", "zip": "07728"}}
----------------------
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          FOODARAMA SUPERMARKETS, INC.
             (Exact name of registrant as specified in its charter)

           New Jersey                         21-0717108
  (State or other jurisdiction             (I.R.S. Employer
of incorporation or organization)         Identification No.)

                               Building 6, Suite 1
                                 922 Highway 33
                           Freehold, New Jersey 07728
   (Address, including zip code, of registrant's principal executive offices)

             FOODARAMA SUPERMARKETS, INC. 2001 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                 MICHAEL SHAPIRO
                     Senior Vice President and Chief Financial Officer
                          Foodarama Supermarkets, Inc.
                               Building 6, Suite 1
                                 922 Highway 33
                            Howell, New Jersey 07731
                                 (732) 462-4700
 (Name, address and telephone number, including area code of agent for service)

                                   Copies to:
                              JOHN A. AIELLO, ESQ.
                           Giordano, Halleran & Ciesla
                           A Professional Corporation
                                 P.O. Box 190
                               125 Half Mile Road
                          Middletown, New Jersey 07748

                                       1
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                         Proposed       Proposed
                                         maximum         maximum
                        Amount to be     offering       aggregate     Amount of
Title of securities to   registered     price per    offering price registration
     be registered           (2)        share (3)          (3)      fee (4) (5)
--------------------------------------------------------------------------------
Common Stock,
$1.00 par value, of
Foodarama
Supermarkets, Inc. (1)     65,000         $28.10         $28.10         $148
--------------------------------------------------------------------------------
Options to purchase
Common Stock, $1.00
par value, of
Foodarama
Supermarkets, Inc. (1)     65,000          ---             ---           ---
--------------------------------------------------------------------------------
TOTAL REGISTRATION FEE                                                  $148
--------------------------------------------------------------------------------
(1)   Under the Foodarama Supermarkets, Inc. 2001 Stock Incentive Plan, as
      amended (the "2001 Plan").
(2)   In accordance with Rule 416(c) under the Securities Act of 1933, this
      registration statement also covers such additional indeterminate numbers
      of shares as may become issuable pursuant to anti-dilution provisions of
      the 2001 Plan to adjust for the occurrence of certain corporate
      transactions or events including, without limitation, a stock split or
      stock dividend.
(3)   Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
      as amended (the "Securities Act"), solely for purposes of calculating the
      registration fee and based upon the average of the high and low sales
      prices of the Common Stock as reported on the American Stock Exchange on
      September 2, 2003.

(4)   Based on 65,000 additional shares subject to the 2001 Plan, as provided in
      the General Instructions "E. Registration of Additional Securities."

(5)   In accordance with Rule 457(p), a previously paid filing fee of $227 is
      being offset against the filing fee currently due. The previously paid
      filing fee was submitted in connection with Post-Effective Amendment No. 1
      to Registration Statement on Form S-8, file number 333-96551, filed for
      the purpose of amending Registration Statement on Form S-8, file number
      333-65328. Foodarama Supermarkets, Inc. was the registrant under the
      previously filed registration statement, which was initially filed on July
      18, 2001, and amended by Post-Effective Amendment No. 1 to Registration
      Statement on Form S-8, filed on July 16, 2002. An application for
      withdrawal of Post-Effective Amendment No. 1 to Registration Statement on
      Form S-8 is filed simultaneously herewith.

                                EXPLANATORY NOTE

      This Registration Statement on Form S-8 has been filed with the Securities
and Exchange Commission (the "Commission") for the purpose of registering
additional securities of the same class as the securities registered pursuant to
the Registration Statement on Form S-8 filed by Foodarama Supermarkets, Inc.
("the Company" or the "Registrant") on July 18, 2001, file number 333-65328 (the
"Registration Statement"). The contents of the Registration Statement are
incorporated herein by reference. This Registration Statement covers offers and
sales by certain shareholders of shares of Common Stock, par value $1.00 per
share (the "Common Stock") of the Company, issued by the Company to certain
employees of the Company under the Foodarama Supermarkets, Inc. 2001 Stock
Incentive Plan, as amended (the "2001 Plan").

                                     PART I

Not required as provided by the General Instructions "E. Registration of
Additional Securities."

                                     PART II

Items 1 through 7.      Not required as provided by the General Instructions "E.
Registration of Additional Securities."

                                       2
Item 8.  Exhibits.

        Exhibit Number                            Description
        --------------                            -----------
             5                  Opinion and Consent of Giordano, Halleran &
                                Ciesla, P.C.
            10                  Foodarama Supermarkets, Inc. 2001 Stock
                                Incentive Plan, as amended
            23.01               Consent of  Amper, Politziner & Mattia, P.C.
            23.02               Consent of Giordano, Halleran & Ciesla, P.C.
                               (filed with Exhibit 5).
            24                  Power of Attorney (filed with signature pages).

Item 9.  Not required as provided by the General Instructions "E. Registration
of Additional Securities."

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Howell, State of New Jersey, on the 4th day
of September, 2003.

                                   FOODARAMA SUPERMARKETS, INC.
                                   (Registrant)

                                   By:     /s/ Joseph J. Saker
                                       ---------------------------------------
                                      Joseph J. Saker
                                      Chairman of the Board

                                       3
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph J. Saker and Richard J. Saker and each of
them, his true and lawful attorney-in-fact and agent for him and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

          Signature            Title                          Date
          ---------            -----                          ----
     /s/  Joseph J. Saker      Joseph J. Saker         September 4, 2003
     ------------------------- Chairman of the Board

     /s/  Richard J. Saker     Richard J. Saker        September 4, 2003
     ------------------------- President and
                               Secretary

     /s/  Charles T. Parton    Charles T. Parton       September 4, 2003
     ------------------------- Director

     /s/  Albert A. Zager      Albert A. Zager         September 4, 2003
     ------------------------- Director

     /s/  Robert H. Hutchins   Robert H. Hutchins      September 4, 2003
     ------------------------- Director

     /s/  Michael Shapiro      Michael Shapiro         September 4, 2003
     ------------------------- Senior Vice
                               President, Chief
                               Financial Officer and
                               Treasurer

     /s/  Thomas H. Flynn      Thomas H. Flynn         September 4, 2003
     ------------------------- Chief Accounting
                               Officer

                                       4
EXHIBIT INDEX

    Exhibit Number                   Description

                        Opinion and Consent of Giordano,
          5             Halleran & Ciesla, P.C.

                        Foodarama Supermarkets, Inc. 2001
         10             Stock Incentive Plan, as amended

                        Consent of Amper, Politziner &
         23.01          Mattia, P.C.

                        Consent of Giordano, Halleran &
         23.02          Ciesla, P.C. (filed with Exhibit 5)

                          Power of Attorney (filed with
         24             signature pages)

                                       5
EXHIBIT 5
GIORDANO, HALLERAN & CIESLA
  A PROFESSIONAL CORPORATION
    ATTORNEYS AT LAW           JOHN C. GIORDANO, JR.  MICHAEL A. BRUNO
                               JOHN R. HALLERAN       KURT E. ANDERSON
    PLEASE RESPOND TO:         FRANK R. CIESLA        PAUL T. COLELLA     OF
 U.S. POSTAL SERVICE ADDRESS:  BERNARD J. BERRY, JR.  GERALD P. LALLY   COUNSEL:
   POST OFFICE BOX 190         THOMAS A. PLISKIN      SEAN E. REGAN    S. THOMAS
 MIDDLETOWN, NEW JERSEY 07748  JOHN A. AIELLO         JAY S. BECKER     GAGLIANO
                               MICHAEL J. GROSS       TIMOTHY D.LYONS
          OR:                  JOHN A. GIUNCO         J. SCOTT ANDERSON
HAND DELIVERY AND OVERNIGHT    EDWARD S. RADZELY      PETER B. BENNETT
     SERVICE ADDRESS:          SHARLENE A. HUNT       LAURENCE I.ROTHSTEIN
   125 HALF MILE ROAD          PHILIP D FORLENZA      ROBERT J.FEINBERG  JOHN C.
 RED BANK, NEW JERSEY 07701    MICHAEL J. CANNING |_| PATRICK S.CONVERY GIORDANO
                               PAUL H. SCHNEIDER      MICHAEL A. PANE,     JR.
      (732) 741-3900           ELIZABETH CHRISTIAN    DERRICK A. SCENNA
   FAX: (732) 224-6599         ANDREW B. ROBINS                      (1921-1989)

      www.ghclaw.com               -----                    -----

                                                                  |_| CERTIFIED
                                                                  BY THE SUPREME
                                                     .            COURT OF
                                                                  NEW JERSEY
                                                                  AS A CIVIL
                                                                  TRIAL ATTORNEY

                               LAURA N. ANDERSON     LISA MICELI WATERS
                               PAMELA J.KNAUER       JAYNE M. WESLER
                               STEVEN M.DALTON       GREGORY BANACKI, JR.
                               TARA L. BENSON        MICHAEL N.DASARO
                               CATHERINE J. RICE     ROBERT E. BRENNAN, JR.
                               MONICA J. CERES       BRIAN H. HARVEY
                               CRAIG D. GOTTILLA

DIRECT DIAL NUMBER         DIRECT E-MAIL                       CLIENT/MATTER NO.
(732) 741-3900             info@ghclaw.com                       09808-0072

                                September 4, 2003

Foodarama Supermarkets, Inc.
922 Highway 33
Building 6, Suite 1
Freehold, New Jersey  07728

      Re:   Registration Statement on Form S-8 relating to the
            Foodarama Supermarkets, Inc. 2001 Stock Incentive Plan.

Ladies and Gentlemen:

      We refer to the Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, filed on this date by
Foodarama Supermarkets, Inc. (the "Company") with the Securities and Exchange
Commission, to which this opinion letter is attached as an exhibit, for the
registration of 65,000 additional shares of Foodarama Supermarkets, Inc. Common
Stock, $1.00 par value per share ("Common Stock"), which have been reserved for
issuance under the Foodarama Supermarkets, Inc. 2001 Stock Incentive Plan, as
amended (the "2001 Stock Plan").
We have examined the original or a photostatic or certified copy of such
documents, records, and other information as we deemed relevant and necessary as
the basis for the opinion set forth below. In such examination, we have assumed,
the authenticity of each document submitted to us as an original, the conformity
to the original document of each document submitted to us as a certified copy or
photostatic copy, and the authenticity of the original of each such latter
document. In addition, we have assumed, in rendering the opinion set forth
below, that any stock certificate evidencing any shares of the Company's Common
Stock registered by this Registration Statement, when issued under the 2001
Stock Plan, will have been duly executed on behalf of the Company and will have
been countersigned by the Company's transfer agent and registered by the
Company's registrar prior to its issuance.

      On the basis of our examination mentioned above, subject to the
assumptions stated and relying on statements of fact contained in the documents
that we have examined, we are of the opinion that the shares of Common Stock
registered pursuant to the Registration Statement have been duly and validly
authorized and reserved for issuance and that upon the issuance of such shares
in accordance with the provisions of the 2001 Stock Plan, the shares of Common
Stock will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933, as amended, or the General Rules and Regulations of the Securities
and Exchange Commission.

                                Very truly yours,

                                    /s/ GIORDANO, HALLERAN & CIESLA
                                    A Professional Corporation

PJK/me

                                       2
EXHIBIT 10
                               Second Amendment to
                          Foodarama Supermarkets, Inc.
                        2001 STOCK INCENTIVE PLAN

      This Second Amendment ("Amendment") to the Foodarama Supermarkets, Inc.
2001 Stock Incentive Plan (as amended, the "Plan"), is made as of the 29th day
of August, 2003, pursuant to Section 8(a) of the Plan. Capitalized terms used
and not defined herein shall have the meanings ascribed to such terms by the
Plan.

      WHEREAS, Section 8(a) of the Plan provides that the Board may amend the
Plan, provided that no amendment shall be made without the approval of the
Company's shareholders to the extent such approval is required by law, Agreement
or the rules of any stock exchange or market on which the Stock is listed; and

       WHEREAS, on April 30, 2003, the Board of Directors approved the terms of
a settlement of certain litigation involving the Company, its directors and
executive officers, which terms provided, among other things, that the Plan be
amended so that the maximum number of shares that can be awarded to any
individual thereunder shall be 50,000, and that the exercise price of any
options or other stock-based compensation granted thereunder shall be equal to
the closing market price of the Company's Stock on the date of grant; and

      WHEREAS, no further approval of the Company's shareholders for the
proposed amendments is required by law, Agreement or the rules of any stock
exchange or market on which the Stock is listed;

      NOW, THEREFORE, the Plan is hereby amended as follows:

1. Subparagraph (c) of the third paragraph of Section 2, "ADMINISTRATION;
ELIGIBILITY," is hereby deleted in its entirety, and replaced with the
following:

      (c)   to determine the number of shares of Stock to be covered by each
            Award granted hereunder, not inconsistent with the terms of this
            Plan;

2. Subparagraph (e) of the third paragraph of Section 2, "ADMINISTRATION;
ELIGIBILITY," is hereby deleted in its entirety, and replaced with the
following:

      (e)   to determine the terms and conditions, not inconsistent with the
            terms of this Plan, of any Award granted hereunder (including, but
            not limited to, the option price, any vesting restriction or
            limitation, any vesting acceleration or forfeiture waiver and any
            right of repurchase, right of first refusal or other transfer
            restriction regarding any Award and the shares of Stock relating
            thereto, based on such factors or criteria as the Administrator
            shall determine); provided, however, that (i) for Awards subject to
            payment of an exercise price, the exercise price for any Award
            granted shall not be less than the Fair Market Value on the grant
            date, and (ii) for Awards granted in consideration of cash, cash
            equivalents, or past or future services, the value of the
            consideration, as determined by the Board, shall not be less than
            the Fair Market Value on the grant date;
3. Subparagraph (h) of the third paragraph of Section 2, "ADMINISTRATION;
ELIGIBILITY," is hereby deleted in its entirety, and replaced with the
following:

      (h)   to determine the Fair Market Value, not inconsistent with the terms
            of this Plan;

4. The third paragraph of Section 3, "STOCK SUBJECT TO PLAN," is hereby deleted
in its entirety, and replaced with the following:

      Subject to adjustment as provided in this Section 3, the maximum number of
      shares of Stock that may be covered by Stock Options, Stock Appreciation
      Rights, Stock Awards, Phantom Stock and Performance Awards in the
      aggregate, granted to any one Participant for the life of the Plan shall
      be fifty thousand (50,000) shares.

5. Subsection (a) of the fifth paragraph of Section 4, "STOCK OPTIONS," is
hereby deleted in its entirety, and replaced with the following:

      (a)   Exercise Price. The exercise price per share of Stock purchasable
            under a Stock Option shall be determined by the Administrator, not
            inconsistent with the terms of this Plan. The Stock Option exercise
            price per share shall not be less than the Fair Market Value per
            share on the date the Stock Option is granted, or if the Stock
            Option is intended to qualify as an Incentive Stock Option granted
            to an individual who is a Ten Percent Holder, not less than 110% of
            such Fair Market Value per share.

6. The third paragraph of Section 6, "STOCK AWARDS OTHER THAN OPTIONS," is
hereby deleted in its entirety, and replaced with the following:

      A Stock Award may be issued in exchange for any consideration which the
      Administrator may deem appropriate in each individual instance, including,
      without limitation, any one or combination of the following:

            (i)   cash or cash equivalents;

            (ii)  past services rendered to the Company or any Subsidiary or
                  Affiliate; or

            (iii) future services to be rendered to the Company or any
                  Subsidiary or Affiliate (provided that, in such case, the par
                  value of the stock subject to such Stock Award shall be paid
                  in cash or cash equivalents, unless the Administrator provides
                  otherwise);

      provided further, that the value of such consideration, as determined by
      the Administrator, shall not be less than the Fair Market Value of the
      Award on the grant date.

7. Subsection (d) of Section 8, "MISCELLANEOUS," is hereby deleted in its
entirety, and replaced with the following:

                                       2
(d)   Declining Market Price. In the event the Fair Market Value of the
            Stock declines below the exercise price set forth in any Option, the
            Committee may at any time, subject to the approval of the Board and
            not inconsistent with the terms of this Plan, adjust, reduce, cancel
            and re-grant any unexercised Option or take any similar action it
            deems to be for the benefit of the Participant in light of the
            declining fair market value of the Stock,.

8. Subparagraph (o) of Section 10, "DEFINITIONS," is hereby deleted in its
entirety, and replaced with the following:

      (o)   "Fair Market Value" means, as of any given date, the closing sales
            price per share of the Stock on the American Stock Exchange (or the
            principal stock exchange or market on which the Stock is then
            traded) on the date as of which such value is being determined or
            the last previous day on which a sale was reported; provided,
            however, that if the Stock is not traded on a stock exchange or
            market, then the Fair Market Value shall mean, as of any given date,
            the price per share of the Stock determined by the Administrator
            pursuant to procedures established by the Administrator.

9. Except as amended hereby, all of the terms of the Plan shall remain in full
force and effect.

      IN WITNESS WHEREOF, this Second Amendment to Foodarama Supermarkets, Inc.
2001 Stock Incentive Plan is executed as of the date first written above.

                                    FOODARAMA SUPERMARKETS, INC.

                                      /s/ Joseph J. Saker
                                    -----------------------------------
                                    By Joseph J. Saker, Chairman of the
                                    Board of Directors

                                       3
First Amendment to
                          Foodarama Supermarkets, Inc.
                        2001 STOCK INCENTIVE PLAN

      This First Amendment ("Amendment") to the Foodarama Supermarkets, Inc.
2001 Stock Incentive Plan (as amended, the "Plan"), is made as of the 8th day of
May, 2002, pursuant to Section 8(a) of the Plan. Capitalized terms used and not
defined herein shall have the meanings ascribed to such terms by the Plan.

      WHEREAS, Section 8(a) of the Plan provides that the Board may amend the
Plan, provided that no amendment shall be made without the approval of the
Company's shareholders to the extent such approval is required by law, Agreement
or the rules of any stock exchange or market on which the Stock is listed; and

       WHEREAS, on January 29, 2002, the Board of Directors voted that the Plan
be amended to increase the number of shares of Common Stock reserved for
issuance thereunder from 150,000 shares to 215,000 shares, an increase of 65,000
shares, subject to the approval of such amendment by the Company's shareholders;
and

      WHEREAS, on May 8, 2002, the amendment proposed by the Board of Directors
was approved by a majority of the shares voting in person or by proxy at the
Company's Annual Meeting of Shareholders;

      NOW, THEREFORE, the Plan is hereby amended as follows:

1. The first paragraph of Section 3, "STOCK SUBJECT TO PLAN," is hereby deleted
in its entirety, and replaced with the following:

      Subject to adjustment as provided in this Section 3, the aggregate number
      of shares of Stock which may be delivered under this Plan shall not exceed
      two hundred fifteen thousand (215,000) shares of Stock. Stock issuable
      pursuant to the Plan may be authorized and unissued shares of Stock or
      shares of Stock held in treasury by the Company.

2. The third paragraph of Section 3, "STOCK SUBJECT TO PLAN," is hereby deleted
in its entirety, and replaced with the following:

      Subject to adjustment as provided in this Section 3, the maximum number of
      shares of Stock that may be covered by Stock Options, Stock Appreciation
      Rights, Stock Awards, Phantom Stock and Performance Awards in the
      aggregate, granted to any one Participant for the life of the Plan shall
      be equal to one-third (1/3) of the shares reserved for delivery under the
      Plan (71,667 shares as of the date of the adoption of the First Amendment
      to the plan), or as otherwise determined by the Board.

3. Except as amended hereby, all of the terms of the Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, this First Amendment to Foodarama Supermarkets, Inc.
2001 Stock Incentive Plan is executed as of the date first written above.

                                    FOODARAMA SUPERMARKETS, INC.

                                       /s/ Joseph J. Saker
                                    ----------------------
                                    By Joseph J. Saker, Chairman of the
                                    Board of Directors

                                       2
FOODARAMA SUPERMARKETS, Inc.

                            2001 STOCK INCENTIVE PLAN
Foodarama Supermarkets, Inc.
                        2001 STOCK INCENTIVE PLAN

1. ESTABLISHMENT AND PURPOSE.

Foodarama Supermarkets, Inc. 2001 Stock Incentive Plan (the "Plan") is
established by Foodarama Supermarkets, Inc. and its present and future
Subsidiary corporations (collectively the "Company" unless otherwise expressly
provided herein) to attract and retain persons eligible to participate in the
Plan; motivate Participants to achieve long-term Company goals; promote
continuity of management; and further align Participants' interests with those
of the Company's other shareholders. This Plan was adopted as of February 14,
2001 by the Board of Directors of the Company, and was approved as of April 4,
2001 by the Company's shareholders. Unless this Plan is discontinued earlier by
the Board as provided herein, no Award shall be granted hereunder on or after
the date 10 years after the Effective Date.

Certain terms used herein are defined as set forth in Section 10.

2. ADMINISTRATION; ELIGIBILITY.

This Plan shall be administered by a Committee; provided, however, that, if at
any time no Committee shall be in office, this Plan shall be administered by the
Board. As used herein, the term "Administrator" means the Board or any Committee
administering this Plan.

The Administrator shall have plenary authority to grant Awards pursuant to the
terms of this Plan to Eligible Individuals. Participation shall be limited to
such persons as are selected by the Administrator. Awards may be granted as
alternatives to, in exchange or substitution for, or replacement of, Awards
outstanding under this Plan or awards outstanding under any other plan or
arrangement of the Company or any Subsidiary or Affiliate (including a plan or
arrangement of a business or entity, all or a portion of which is acquired by
the Company or any Subsidiary or Affiliate). The provisions of Awards need not
be the same with respect to each Participant.

Among other things, the Administrator shall have the authority, subject to the
terms of this Plan:

     (a)    to select the Eligible Individuals to whom Awards may from time to
            time be granted;

     (b)    to determine whether and to what extent Awards, including but not
            limited to Stock Options, Stock Appreciation Rights, Restricted or
            Non-Restricted Stock Awards ("Stock Awards"), Phantom Stock and
            Performance Awards or any combination thereof, are to be granted
            hereunder;

     (c)    to determine the number of shares of Stock to be covered by each
            Award granted hereunder;

     (d)    to approve forms of Agreement for use under this Plan ;

                                       2
(e)    to determine the terms and conditions, not inconsistent with the
            terms of this Plan, of any Award granted hereunder (including, but
            not limited to, the option price, any vesting restriction or
            limitation, any vesting acceleration or forfeiture waiver and any
            right of repurchase, right of first refusal or other transfer
            restriction regarding any Award and the shares of Stock relating
            thereto, based on such factors or criteria as the Administrator
            shall determine);

     (f)    subject to Section 8(a) to modify, amend or adjust the terms and
            conditions of any Award, at any time or from time to time,
            including, but not limited to, with respect to (i) performance goals
            and targets applicable to performance-based Awards pursuant to the
            terms of this Plan and (ii) extension of the post-termination
            exercisability period of Stock Options;

     (g)    to determine to what extent and under what circumstances Stock and
            other amounts payable with respect to an Award shall be deferred;

     (h)    to determine the Fair Market Value; and

     (i)    to determine the type and amount of consideration to be received by
            the Company for any Stock Award issued under Section 6.

The Administrator shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing this Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of this
Plan and any Award issued under this Plan (and any Agreement relating thereto)
and to otherwise supervise the administration of this Plan.

Except to the extent prohibited by applicable law, the Administrator may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any portion of its responsibilities
and powers to any other person or persons selected by it. Any such allocation or
delegation may be revoked by the Administrator at any time. The Administrator
may authorize any one or more of its members or any officer of the Company to
execute and deliver documents on behalf of the Administrator.

Any determination made by the Administrator or any appropriately delegated
officer pursuant to the provisions of this Plan with respect to any Award shall
be made in the sole discretion of the Administrator or such officer at the time
of the grant of the Award or, unless in contravention of any express term of
this Plan, at any time thereafter. All decisions made by the Administrator or
any appropriately delegated officer pursuant to the provisions of this Plan
shall be final and binding on all persons, including the Company and
Participants.

No member of the Administrator, and no officer of the Company, shall be liable
for any action taken or omitted to be taken by such individual or by any other
member of the Administrator or officer of the Company in connection with the
performance of duties under this Plan, except for such individual's own willful
misconduct or as expressly provided by law.

                                       3
3. STOCK SUBJECT TO PLAN.
-------------------------

Subject to adjustment as provided in this Section 3, the aggregate number of
shares of Stock which may be delivered under this Plan shall not exceed one
hundred fifty thousand (150,000) shares of Stock. Stock issuable pursuant to the
Plan may be authorized and unissued shares of Stock or shares of Stock held in
treasury by the Company.

To the extent any shares of Stock covered by an Award are not delivered to a
Participant or beneficiary thereof because the Award expires, is forfeited,
canceled or otherwise terminated, or the shares of Stock are not delivered
because the Award is settled in cash or used to satisfy the applicable tax
withholding obligation, such shares shall not be deemed to have been delivered
for purposes of determining the maximum number of shares of Stock available for
delivery under this Plan.

Subject to adjustment as provided in this Section 3, the maximum number of
shares of Stock that may be covered by Stock Options, Stock Appreciation Rights,
Stock Awards, Phantom Stock and Performance Awards in the aggregate, granted to
any one Participant for the life of the Plan shall be equal to one-third (1/3)
of the shares reserved for delivery under the Plan (50,000 shares as of the date
of the adoption of the plan), or as otherwise determined by the Board.

In the event of any Company stock dividend, stock split, combination or exchange
of shares, recapitalization or other change in the capital structure of the
Company, corporate separation or division of the Company (including, but not
limited to, a split-up, spin-off, split-off or distribution to Company
shareholders other than a normal cash dividend), sale by the Company of all or a
substantial portion of its assets (measured on either a stand-alone or
consolidated basis), reorganization, rights offering, partial or complete
liquidation, or any other corporate transaction, Company share offering or other
event involving the Company and having an effect similar to any of the
foregoing, the Administrator may make such substitution or adjustments in the
(a) number and kind of shares that may be delivered under this Plan, (b)
additional maximums imposed in the immediately preceding paragraph, (c) number
and kind of shares subject to outstanding Awards, (d) exercise price of
outstanding Stock Options and Stock Appreciation Rights and (d) other
characteristics or terms of the Awards as it may determine appropriate in its
sole discretion to equitably reflect such corporate transaction, share offering
or other event; provided, however, that the number of shares subject to any
Award shall always be a whole number.

4. STOCK OPTIONS.

Stock Options may be granted alone or in addition to other Awards granted under
this Plan and may be of two types: Incentive Stock Options and Non-Qualified
Stock Options. Any Stock Option granted under this Plan shall be in such form as
the Administrator may from time to time approve.

The Administrator shall have the authority to grant any Participant Incentive
Stock Options, Non-Qualified Stock Options or both types of Stock Options (in
each case with or without Stock Appreciation Rights). Incentive Stock Options
may be granted only to employees of the Company or any Subsidiary of the
Company. To the extent that any Stock Option is not designated as an Incentive

                                       4
Stock Option or, even if so designated, does not qualify as an Incentive Stock
Option, it shall constitute a Non-Qualified Stock Option. Incentive Stock
Options may be granted only within 10 years from the date this Plan is adopted,
or the date this Plan is approved by the Company's shareholders, whichever is
earlier.

Stock Options shall be evidenced by option Agreements, each in a form approved
by the Administrator. An option Agreement shall indicate on its face whether it
is intended to be an Agreement for an Incentive Stock Option or a Non-Qualified
Stock Option. The grant of a Stock Option shall occur as of the date the
Administrator determines.

Anything in this Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under this Plan be exercised, so
as to disqualify this Plan under Section 422 of the Code or, without the consent
of the Optionee affected, to disqualify any Incentive Stock Option under Section
422 of the Code.

Stock Options granted under this Section 4 shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Administrator shall deem desirable:

(a)         Exercise Price. The exercise price per share of Stock purchasable
            under a Stock Option shall be determined by the Administrator. If
            the Stock Option is intended to qualify as an Incentive Stock
            Option, the exercise price per share shall be not less than the Fair
            Market Value per share on the date the Stock Option is granted, or
            if granted to an individual who is a Ten Percent Holder, not less
            than 110% of such Fair Market Value per share.

(b)         Option Term. The term of each Stock Option shall be fixed by the
            Administrator, but no Incentive Stock Option shall be exercisable
            more than 10 years (or five years in the case of an individual who
            is a Ten Percent Holder) after the date the Incentive Stock Option
            is granted.

(c)         Exercisability.  Except as otherwise provided herein, Stock Options
            shall be exercisable at such time or times, and subject to such
            terms and conditions, as shall be determined by the Administrator.
            If the Administrator provides that any Stock Option is exercisable
            only in installments, the Administrator may at any time waive such
            installment exercise provisions, in whole or in part, based on such
            factors as the Administrator may determine.  In addition, the
            Administrator may at any time, in whole or in part, accelerate the
            exercisability of any Stock Option.

(d)         Method of Exercise. Subject to the provisions of this Section 4,
            Stock Options may be exercised, in whole at any time or in part from
            time to time during the option term by giving written notice of
            intent to exercise to the Company specifying the number of shares of
            Stock subject to the Stock Option to be purchased.

            The option price of any Stock Option shall be paid in full in cash
            (by certified or bank check or such other instrument as the Company

                                       5
may accept) or, unless otherwise provided in the applicable option
            Agreement, by one or more of the following: (i) in the form of
            unrestricted Stock already owned by the Optionee (or, in the case of
            the exercise of a Non-Qualified Stock Option, Restricted Stock (as
            defined in Section 6 hereof) subject to a Stock Award hereunder)
            based in any such instance on the Fair Market Value of the Stock on
            the date the Stock Option is exercised; (ii) by certifying ownership
            of shares of Stock owned by the Optionee to the satisfaction of the
            Administrator for later delivery to the Company as specified by the
            Company; (iii) by irrevocably authorizing a third party to sell
            shares of Stock (or a sufficient portion of the shares) acquired
            upon exercise of the Stock Option and remit to the Company a
            sufficient portion of the sale proceeds to pay the entire exercise
            price and any tax withholding resulting from such exercise; or (iv)
            by any combination of cash and/or any one or more of the methods
            specified in clauses (i), (ii) and (iii). Notwithstanding the
            foregoing, a form of payment shall not be permitted to the extent it
            would cause the Company to recognize a compensation expense (or
            additional compensation expense) with respect to the Stock Option
            for financial reporting purposes.

            If payment of the option exercise price of a Non-Qualified Stock
            Option is made in whole or in part in the form of Restricted Stock,
            the number of shares of Stock to be received upon such exercise
            equal to the number of shares of Restricted Stock used for payment
            of the option exercise price shall be subject to the same forfeiture
            restrictions to which such Restricted Stock was subject, unless
            otherwise determined by the Administrator.

            No shares of Stock shall be issued upon exercise of a Stock Option
            until full payment therefor has been made. Upon exercise of a Stock
            Option (or a portion thereof), the Company shall have a reasonable
            time to issue the Stock for which the Stock Option has been
            exercised, and the Optionee shall not be treated as a shareholder
            for any purposes whatsoever prior to such issuance. No adjustment
            shall be made for cash dividends or other rights for which the
            record date is prior to the date such Stock is recorded as issued
            and transferred in the Company's official shareholder records,
            except as otherwise provided herein or in the applicable option
            Agreement.

(e)         Transferability of Stock Options.  Except as otherwise provided in
            the applicable Agreement, a Non-Qualified Stock Option shall not be
            transferable except by will or the laws of descent and distribution.
            An Incentive Stock Option also shall not be transferable except by
            will or the laws of descent and distribution.  A Stock Option shall
            be exercisable, during the Optionee's lifetime, only by the Optionee
            or by the guardian or legal representative of the Optionee or
            assignee, if permitted, it being understood that the terms "Holder"
            and "Optionee" include the guardian and legal representative of the
            Optionee named in the applicable Agreement and any person to whom
            the Stock Option is transferred by will or the laws of descent and
            distribution or as otherwise permitted.  Notwithstanding the
            foregoing, references herein to the termination of an Optionee's
            employment or provision of services shall mean the termination of
            employment or provision of services of the person to whom the
            Stock Option was originally granted.

                                       6
(f)         Termination by Death.  Unless otherwise provided in the applicable
            option Agreement, if an Optionee's employment or provision of
            services terminates by reason of death, any Stock Option held by
            such Optionee shall become immediately exercisable in full and shall
            terminate upon the earlier to occur of (i) the expiration of the
            period of one (1) year after the date of such Participant's death
            and (ii) the expiration of the stated term of such Option.  In the
            event of termination of employment or provision of services due to
            death, if an Incentive Stock Option is exercised after the
            expiration of the exercise periods that apply for purposes of
            Section 422 of the Code, such Stock Option will thereafter be
            treated as a Non-Qualified Stock Option.

(g)         Termination by Reason of Disability.  Unless otherwise provided in
            the applicable option Agreement, if an Optionee's employment or
            provision of services terminates by reason of Disability, any Stock
            Option held by such Optionee shall become immediately exercisable in
            full and shall terminate upon the earlier to occur of (i) the
            expiration of the period of ninety (90) days after the date of such
            Disability and (ii) the expiration of the stated term of such
            Option; provided, however, that if the Optionee dies within such
            period, an unexercised Stock Option held by such Optionee shall,
            notwithstanding the expiration of such period, continue to be
            exercisable to the extent to which it was exercisable at the time of
            death for a period of 90 days from the date of such death or until
            the expiration of the stated term of such Stock Option, whichever
            period is shorter.  In the event of termination of employment or
            provision of services by reason of Disability, if an Incentive Stock
            Option is exercised after the expiration of the exercise periods
            that apply for purposes of Section 422 of the Code, such Stock
            Option will thereafter be treated as a Non-Qualified Stock Option.

(h)         Termination by Reason of Retirement.  Unless otherwise provided in
            the applicable option Agreement, if an Optionee's employment or
            provision of services terminates by reason of Retirement, any Stock
            Option held by such Optionee shall become immediately exercisable in
            full and shall terminate upon the earlier to occur of (i) the
            expiration of the period of ninety days after the date of such
            Retirement and (ii) the expiration of the stated term of such
            Option; provided, however, that if the Optionee dies within such
            period, any unexercised Stock Option held by such Optionee shall,
            notwithstanding the expiration of such period, continue to be
            exercisable to the extent to which it was exercisable at the time of
            death for a period of 90 days from the date of such death or until
            the expiration of the stated term of such Stock Option, whichever
            period is shorter. In the event of termination of employment or
            provision of services by reason of Retirement, if an Incentive Stock
            Option is exercised after the expiration of the exercise periods
            that apply for purposes of Section 422 of the Code, such Stock
            Option will thereafter be treated as a Non-Qualified Stock Option.

(i)         Other Termination. Unless otherwise provided in the applicable
            option Agreement, if an Optionee's employment or provision of
            services terminates for any reason other than death, Disability or

                                       7
Retirement, any Stock Option held by such Optionee shall thereupon
            terminate; provided, however, that, if such termination of
            employment or provision of services is involuntary on the part of
            the Optionee and without Cause, such Stock Option, to the extent
            then exercisable, or on such accelerated basis as the Administrator
            may determine, may be exercised for the lesser of 30 days from the
            date of such termination of employment or provision of services or
            the remainder of such Stock Option's term, and provided, further,
            that if the Optionee dies within such period, any unexercised Stock
            Option held by such Optionee shall, notwithstanding the expiration
            of such period, continue to be exercisable to the extent to which it
            was exercisable at the time of death for a period of 90 days from
            the date of such death or until the expiration of the stated term of
            such Stock Option, whichever period is shorter.  In the event of
            termination of employment or provision of services for any reason
            other than death, Disability or Retirement, if an Incentive Stock
            Option is exercised after the expiration of the exercise periods
            that apply for purposes of Section 422 of the Code, such Stock
            Option will thereafter be treated as a Non-Qualified Stock Option.

(j)         Participant Loans. The Administrator may in its discretion
            authorize the Company to:

            (i)   lend to an Optionee an amount equal to such portion of the
                  exercise price of a Stock Option as the Administrator may
                  determine; or

            (ii)  guarantee a loan obtained by an Optionee from a third-party
                  for the purpose of tendering such exercise price.

            The terms and conditions of any loan or guarantee, including the
            term, interest rate, whether the loan is with recourse against the
            Optionee and any security interest thereunder, shall be determined
            by the Administrator, except that no extension of credit or
            guarantee shall obligate the Company for an amount to exceed the
            lesser of (A) the aggregate Fair Market Value on the date of
            exercise, less the par value, of the shares of Stock to be purchased
            upon the exercise of the Stock Option, and (B) the amount permitted
            under applicable laws or the regulations and rules of the Federal
            Reserve Board and any other governmental agency having jurisdiction.

5. STOCK APPRECIATION RIGHTS.

Stock Appreciation Rights may be granted in conjunction with all or part of any
Stock Option granted under this Plan. In the case of a Non-Qualified Stock
Option, such rights may be granted either at or after the time of grant of such
Stock Option. In the case of an Incentive Stock Option, such rights may be
granted only at the time of grant of such Stock Option. A Stock Appreciation
Right shall terminate and no longer be exercisable upon the termination or
exercise of the related Stock Option.

A Stock Appreciation Right may be exercised by an Optionee in accordance with
this Section 5 by surrendering the applicable portion of the related Stock
Option in accordance with procedures established by the Administrator. Upon such

                                       8
exercise and surrender, the Optionee shall be entitled to receive an amount
determined in the manner prescribed in this Section 5. Stock Options which have
been so surrendered shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.

Stock Appreciation Rights shall be subject to such terms and conditions as shall
be determined by the Administrator, including the following:

             (i)  Stock Appreciation Rights shall be exercisable only at such
                  time or times and to the extent that the Stock Options to
                  which they relate are exercisable in accordance with the
                  provisions of Section 4 and this Section 5.

             (ii) Upon the exercise of a Stock Appreciation Right, an Optionee
                  shall be entitled to receive an amount in cash, shares of
                  Stock or both equal in value to the excess of the Fair Market
                  Value of one share of Stock over the exercise price per share
                  specified in the related Stock Option, multiplied by the
                  number of shares in respect of which the Stock Appreciation
                  Right shall have been exercised, with the Administrator having
                  the right to determine the form of payment.

             (iii)A Stock Appreciation Right shall be transferable only to, and
                  shall be exercisable only by, such persons permitted with
                  respect to the underlying Stock Option in accordance with
                  Section 4(e).

6.STOCK AWARDS OTHER THAN OPTIONS.

Stock Awards may be directly issued under this Plan (without any intervening
options), subject to such terms, conditions, performance requirements,
restrictions, forfeiture provisions, contingencies and limitations as the
Administrator shall determine. Stock Awards may vest immediately upon issuance,
in one or more installments over the Participant's period of employment or other
service to the Company or upon the attainment of specified performance
objectives, or the Company may issue Stock Awards which entitle the Participant
to receive a specified number of vested shares of Stock upon the attainment of
one or more performance goals or service requirements established by the
Administrator.

Shares representing a Stock Award shall be evidenced in such manner as the
Administrator may deem appropriate, including book-entry registration or
issuance of one or more certificates (which may bear appropriate legends
referring to the terms, conditions and restrictions applicable to such Award).
The Administrator may require that any such certificates be held in custody by
the Company until any restrictions thereon shall have lapsed and that the
Participant deliver a stock power, endorsed in blank, relating to the Stock
covered by such Award.

A Stock Award may be issued in exchange for any consideration which the
Administrator may deem appropriate in each individual instance, including,
without limitation:

            (i)   cash or cash equivalents;

            (ii)  past services rendered to the Company or any Subsidiary or
                  Affiliate; or

                                       9
(iii) future services to be rendered to the Company or any
                  Subsidiary or Affiliate (provided that, in such case, the par
                  value of the stock subject to such Stock Award shall be paid
                  in cash or cash equivalents, unless the Administrator provides
                  otherwise).

A Stock Award that is subject to restrictions on transfer and/or forfeiture
provisions may be referred to as an award of "Restricted Stock" or "Restricted
Stock Units."

Phantom Stock. The Administrator may from time to time grant Awards to eligible
participants denominated in stock-equivalent units ("phantom stock") in such
amounts and on such terms and conditions as it shall determine. Phantom stock
units granted to a participant shall be credited to a bookkeeping reserve
account solely for accounting purposes and shall not require a segregation of
any of the Company's assets. An Award of phantom stock may be settled in Stock,
in cash, or in a combination of Stock and cash, as determined in the sole
discretion of the Administrator. Except as otherwise provided in the applicable
Agreement, the Participant shall not have the rights of a shareholder with
respect to any shares of Stock represented by a phantom stock unit solely as a
result of the grant of a phantom stock unit to the Participant.

Performance Awards. The Administrator may, in its discretion, grant performance
Awards which become payable on account of attainment of one or more performance
goals established by the Administrator. Performance Awards may be paid by the
delivery of Common Stock or cash or any combination of Common Stock and cash, as
determined in the sole discretion of the Administrator. Performance goals
established by the Administrator may be based on the Company's or any Subsidiary
or Affiliate's operating income or one or more other business criteria selected
by the Administrator that apply to an individual or group of individuals, a
business unit, or the Company or any Subsidiary or Affiliate as a whole, over
such performance period as the Administrator may designate.

7. TRIGGERING EVENTS.

      (a)   Impact of Triggering Event. Notwithstanding any other provision of
            this Plan to the contrary, in the event of a Triggering Event (as
            defined in Section 7(b) below):

            (i)   Any Stock Options and Stock Appreciation Rights outstanding as
                  of the date such Triggering Event is determined to have
                  occurred and not then exercisable and vested shall become
                  fully exercisable and vested to the full extent of the
                  original grant;

            (ii)  The restrictions applicable to any outstanding Stock Award
                  shall lapse, and the Stock relating to such Award shall become
                  free of all restrictions and become fully vested and
                  transferable to the full extent of the original grant;

            (iii) All outstanding repurchase rights of the Company with respect
                  to any outstanding Awards shall terminate; and,

                                      10
(iv)  Outstanding Awards shall be subject to any Agreement of merger
                  or reorganization entered into in connection with such
                  Triggering Event, which Agreement shall provide for:

                  (A)  The continuation of the outstanding Awards by the
                       Company, if the Company is a surviving corporation;

                  (B)  The assumption of the outstanding awards by the surviving
                       corporation or its parent or subsidiary;

                  (C)  The substitution by the surviving corporation or its
                       parent or subsidiary of equivalent awards for the
                       outstanding Awards; or

                  (D)  Settlement in cash of each share of Stock subject to an
                       outstanding Award for the Triggering Event Price (less,
                       to the extent applicable, the per share exercise price).

            (v)   In the absence of any Agreement of merger or reorganization
                  entered into in connection with such Triggering Event, each
                  share of Stock subject to an outstanding Award shall be
                  settled in cash for the Triggering Event Price (less, to the
                  extent applicable, the per share exercise price), or, if the
                  per share exercise price equals or exceeds the Triggering
                  Event Price, the outstanding Award shall terminate and be
                  canceled.

     (b)    Definition of Triggering Event. For purposes of this Plan, a "
            Triggering Event" shall mean the happening of any of the following
            with respect to the Company, which, for purposes of this Section
            7(b), shall mean Foodarama Supermarkets, Inc. and all its
            successors:

            (i)   An acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
                  (a "Person") of beneficial ownership (within the meaning of
                  Rule 13d-3 promulgated under the Exchange Act) of 40% or more
                  of either (1) the then outstanding shares of common stock of
                  the Company (the "Outstanding Company Common Stock") or (2)
                  the combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the "Outstanding Company Voting
                  Securities"); excluding, however, the following: (1) any
                  acquisition directly from the Company, other than an
                  acquisition by virtue of the exercise of a conversion
                  privilege unless the security being so converted was itself
                  acquired directly from the Company, (2) any acquisition by the
                  Company; (3) any acquisition by any employee benefit plan (or
                  related trust) sponsored or maintained by the Company or any
                  corporation controlled by the Company; or (4) any acquisition
                  by any Person pursuant to a transaction which complies with
                  clauses (1), (2) and (3) of subsection (ii) of this Section
                  7(b); or

                                       11
(ii)  The approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company ("Corporate Transaction"); excluding, however, such a
                  Corporate Transaction pursuant to which (1) all or
                  substantially all of the individuals and entities who are the
                  beneficial owners, respectively, of the outstanding Company
                  Common Stock and Outstanding Company Voting Securities
                  immediately prior to such Corporate Transaction will
                  beneficially own, directly or indirectly, more than 60% of,
                  respectively, the outstanding shares of Stock, and the
                  combined voting power of the then outstanding voting
                  securities entitled to vote generally in the election of
                  directors, as the case may be, of he corporation resulting
                  from such Corporate Transaction (including, without
                  limitation, a corporation which as a result of such
                  transaction owns the Company or all or substantially all of
                  the Company's assets, either directly or through one or more
                  subsidiaries) in substantially the same proportions as their
                  ownership, immediately prior to such Corporate Transaction, of
                  the outstanding Company Common Stock and Outstanding Company
                  Voting Securities, as the case may be, (2) no Person (other
                  than the Company; any employee benefit plan (or related trust)
                  sponsored or maintained by the Company, by any corporation
                  controlled by the Company, or by such corporation resulting
                  from such Corporate Transaction) will beneficially own,
                  directly or indirectly, more than 25% of, respectively, the
                  outstanding shares of common stock of the corporation
                  resulting from such Corporate Transaction or the combined
                  voting power of the outstanding voting securities of such
                  corporation entitled to vote generally in the election of
                  directors, except to the extent that such ownership existed
                  with respect to the Company prior to the Corporate
                  Transaction, and (3) individuals who were members of the Board
                  immediately prior to the approval by the shareholders of the
                  Company of such Corporate Transaction will constitute at least
                  a majority of the members of the board of directors of the
                  corporation resulting from such Corporate Transaction; or

            (iii) The approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company, other than to a
                  corporation pursuant to a transaction which would comply with
                  clauses (1), (2) and (3) of subsection (ii) of this Section
                  7(b), assuming for this purpose that such transaction were a
                  Corporate Transaction.

     (c)    Triggering Event Price.  For purposes of this Plan, "Triggering
            Event Price" means the higher of (i) the highest reported sales
            price, regular way, of a share of Stock in any transaction reported
            on the American Stock Exchange Composite Tape or other national
            securities exchange on which such shares are listed or on Nasdaq, as
            applicable, during the 60-day period prior to and including the date

                                       12
of a Triggering Event , and (ii) if the Triggering Event is the
            result of a tender or exchange offer or a Corporate Transaction, the
            highest price per share of Stock paid in such tender or exchange
            offer or Corporate Transaction. To the extent that the consideration
            paid in any such transaction described above consists all or in part
            of securities or other non-cash consideration, the value of such
            securities or other non-cash consideration shall be determined in
            the sole discretion of the Board.

8. MISCELLANEOUS.

      (a)   Amendment.  The Board may amend, alter, or discontinue this Plan,
            but no amendment, alteration or discontinuation shall be made which
            would adversely affect the rights of a Participant under an Award
            theretofore granted without the Participant's consent, except such
            an amendment (i) made to avoid an expense charge to the Company or
            any Subsidiary or Affiliate , or (ii) made to permit the Company or
            any Subsidiary or Affiliate a deduction under the Code.  No such
            amendment shall be made without the approval of the Company's
            shareholders to the extent such approval is required by law,
            Agreement or the rules of any stock exchange or market on which the
            Stock is listed.

            The Administrator may amend the terms of any Stock Option or other
            Award theretofore granted, prospectively or retroactively, but no
            such amendment shall adversely affect the rights of the holder
            thereof without the holder's consent.

            Notwithstanding anything in this Plan to the contrary, if any right
            under this Plan would cause a transaction to be ineligible for
            pooling of interests accounting that would, but for the right
            hereunder, be eligible for such accounting treatment, the
            Administrator may modify or adjust the right so that pooling of
            interests accounting shall be available, including the substitution
            of Stock having a Fair Market Value equal to the cash otherwise
            payable hereunder for the right which caused the transaction to be
            ineligible for pooling of interests accounting.

        (b) Unfunded Status of Plan. It is intended that this Plan be an
            "unfunded" plan for incentive and deferred compensation. The
            Administrator may authorize the creation of trusts or other
            arrangements to meet the obligations created under the Plan to
            deliver Stock or make payments, provided that, unless the
            Administrator otherwise determines, the existence of such trusts or
            other arrangements is consistent with the "unfunded" status of this
            Plan.

        (c) General Provisions.

            (i)   The Administrator may require each person purchasing or
                  receiving shares pursuant to an Award to represent to and
                  agree with the Company in writing that such person is
                  acquiring the shares without a view to the distribution
                  thereof. The certificates for such shares may include any
                  legend which the Administrator deems appropriate to reflect
                  any restrictions on transfer.

                  All certificates for shares of Stock or other securities
                  delivered under this Plan shall be subject to such stock
                  transfer orders and other restrictions as the Administrator

                                       13
may deem advisable under the rules, regulations and other
                  requirements of the Commission, any stock exchange or market
                  on which the Stock is then listed and any applicable federal
                  or state securities law, and the Administrator may cause a
                  legend or legends to be put on any such certificates to make
                  appropriate reference to such restrictions.

            (ii)  Nothing contained in this Plan shall prevent the Company or
                  any Subsidiary or Affiliate from adopting other or additional
                  compensation arrangements for its employees.

            (iii) The adoption of this Plan shall not confer upon any employee,
                  director, consultant or advisor any right to continued
                  employment, directorship or service, nor shall it interfere in
                  any way with the right of the Company or any Subsidiary or
                  Affiliate to terminate the employment or service of any
                  employee, consultant or advisor at any time.

            (iv)  No later than the date as of which an amount first becomes
                  includible in the gross income of the Participant for federal
                  income tax purposes with respect to any Award under this Plan,
                  the Participant shall pay to the Company, or make arrangements
                  satisfactory to the Company regarding the payment of, any
                  federal, state, local or foreign taxes of any kind required by
                  law to be withheld with respect to such amount. Unless
                  otherwise determined by the Administrator, withholding
                  obligations may be settled with Stock, including Stock that is
                  part of the Award that gives rise to the withholding
                  requirement. The obligations of the Company under this Plan
                  shall be conditional on such payment or arrangements, and the
                  Company, or any of its Subsidiaries or its Affiliates shall,
                  to the extent permitted by law, have the right to deduct any
                  such taxes from any payment otherwise due to the Participant.
                  The Administrator may establish such procedures as it deems
                  appropriate for the settlement of withholding obligations with
                  Stock.

            (v)   The Administrator shall establish such procedures as it deems
                  appropriate for a Participant to designate a beneficiary to
                  whom any amounts payable in the event of the Participant's
                  death are to be paid.

            (vi)  Any amounts owed to the Company or any Subsidiary or Affiliate
                  by the Participant of whatever nature may be offset by the
                  Company from the value of any shares of Stock, cash or other
                  thing of value under this Plan or an Agreement to be
                  transferred to the Participant, and no shares of Stock, cash
                  or other thing of value under this Plan or an Agreement shall
                  be transferred unless and until all disputes between the
                  Company and the Participant have been fully and finally
                  resolved and the Participant has waived all claims to such
                  against the Company and any Subsidiary or Affiliate.

            (vii) The grant of an Award shall in no way affect the right of the
                  Company to adjust, reclassify, reorganize or otherwise change

                                      14
its capital or business structure or to merge, consolidate,
                  dissolve, liquidate or sell or transfer all or any part of its
                  business or assets.

            (viii)If any payment or right accruing to a Participant under this
                  Plan (without the application of this Section (8)(c)(viii)),
                  either alone or together with other payments or rights
                  accruing to the Participant from the Company or any Subsidiary
                  or Affiliate ("Total Payments") would constitute a "parachute
                  payment" (as defined in Section 280G of the Code and
                  regulations thereunder), such payment or right shall be
                  reduced to the largest amount or greatest right that will
                  result in no portion of the amount payable or right accruing
                  under this Plan being subject to an excise tax under Section
                  4999 of the Code or being disallowed as a deduction under
                  Section 280G of the Code; provided, however, that the
                  foregoing shall not apply to the extent provided otherwise in
                  an Award or in the event the Participant is party to an
                  Agreement with the Company or any Subsidiary or Affiliate that
                  explicitly provides for an alternate treatment of payments or
                  rights that would constitute "parachute payments."  The
                  determination of whether any reduction in the rights or
                  payments under this Plan is to apply shall be made by the
                  Administrator in good faith after consultation with the
                  Participant, and such determination shall be conclusive and
                  binding on the Participant.  The Participant shall cooperate
                  in good faith with the Administrator in making such
                  determination and providing the necessary information for
                  this purpose.  The foregoing provisions of this Section 8(c)
                  (viii) shall apply with respect to any person only if, after
                  reduction for any applicable federal excise tax imposed by
                  Section 4999 of the Code and federal income tax imposed by the
                  Code, the Total Payments accruing to such person would be less
                  than the amount of the Total Payments as reduced, if
                  applicable, under the foregoing provisions of the Plan and
                  after reduction for only federal income taxes.

            (ix)  The headings contained in this Plan are for reference purposes
                  only and shall not affect the meaning or interpretation of
                  this Plan.

            (x)   If any provision of this Plan shall for any reason be held to
                  be invalid or unenforceable, such invalidity or
                  unenforceability shall not effect any other provision hereby,
                  and this Plan shall be construed as if such invalid or
                  unenforceable provision were omitted.

            (xi)  This Plan shall inure to the benefit of and be binding upon
                  each successor and assign of the Company. All obligations
                  imposed upon a Participant, and all rights granted to the
                  Company hereunder, shall be binding upon the Participant's
                  heirs, legal representatives, successors and permitted
                  assignees.

                                       15
(xii) This Plan and each Agreement granting an Award constitute the
                  entire Agreement with respect to the subject matter hereof and
                  thereof, provided that in the event of any inconsistency
                  between this Plan and such Agreement, the terms and conditions
                  of this Plan shall control.

            (xiii)In the event there is an effective registration statement
                  under the Securities Act pursuant to which shares of Stock
                  shall be offered for sale in an underwritten offering, a
                  Participant shall not, during the period requested by the
                  underwriters managing the registered public offering, effect
                  any public sale or distribution of shares of Stock received,
                  directly or indirectly, as an Award or pursuant to the
                  exercise or settlement of an Award.

            (xiv) This Plan, and all Awards, Agreements and actions hereunder,
                  shall be governed by, and construed in accordance with, the
                  laws of the State of New Jersey (other than its law respecting
                  choice of law).

     (d)    Declining Market Price. In the event the fair market value of the
            Stock declines below the exercise price set forth in any Option, the
            Committee may, subject to the approval of the Board, at any time,
            adjust, reduce, cancel and re-grant any unexercised Option or take
            any similar action it deems to be for the benefit of the Participant
            in light of the declining fair market value of the Stock.

9. DEFERRAL OF AWARDS.

The Administrator (in its sole discretion) may permit a Participant to:

     (a)    have cash that otherwise would be paid to such Participant as a
            result of the exercise of a Stock Appreciation Right or the
            settlement of a Stock Award credited to a deferred compensation
            account established for such Participant by the Administrator as an
            entry on the Company's books;

     (b)    have Stock that otherwise would be delivered to such Participant as
            a result of the exercise of a Stock Option or a Stock Appreciation
            Right converted into an equal number of Stock units; or

     (c)    have Stock that otherwise would be delivered to such Participant as
            a result of the exercise of a Stock Option or Stock Appreciation
            Right or the settlement of a Stock Award converted into amounts
            credited to a deferred compensation account established for such
            Participant by the Administrator as an entry on the Company's books.
            Such amounts shall be determined by reference to the Fair Market
            Value of the Stock as of the date on which they otherwise would have
            been delivered to such Participant.

A deferred compensation account established under this Section 9 may be credited
with interest or other forms of investment return, as determined by the
Administrator. A Participant for whom such an account is established shall have
no rights other than those of a general creditor of the Company. Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be

                                       16
subject to the terms and conditions of the applicable Agreement between such
Participant and the Company. If the deferral or conversion of awards is
permitted or required, the Administrator (in its sole discretion) may establish
rules, procedures and forms pertaining to such awards, including (without
limitation) the settlement of deferred compensation accounts established under
this Section 9.

10. DEFINITIONS.

For purposes of this Plan, the following terms are defined as set forth below:

     (a)    "Affiliate" means a corporation or other entity controlled by the
            Company and designated by the Administrator as such.

     (b)    "Agreement" means a written document memorializing the terms and
            conditions of an Award granted pursuant to the Plan and shall
            incorporate the terms of the Plan.

     (c)    "Award" means Stock Option, Stock Appreciation Right, Restricted or
            Non-Restricted Stock Award, Phantom Stock or Performance Award.

     (d)    "Board" means the Board of Directors of the Company.

     (e)    "Cause" means (i) the conviction of the Participant for committing a
            felony under federal law or the law of the state in which such
            action occurred, (ii) dishonesty in the course of fulfilling the
            Participant's duties as an employee or director of, or consultant or
            advisor to, the Company or (iii) willful and deliberate failure on
            the part of the Participant to perform such duties in any material
            respect.  Notwithstanding the foregoing, if the Participant and the
            Company have entered into an employment or services agreement which
            defines the term "Cause" (or a similar term), such definition shall
            govern for purposes of determining whether such Participant has been
            terminated for Cause for purposes of this Plan.  The determination
            of Cause shall be made by the Administrator, in its sole discretion.

     (f)    "Code" means the Internal Revenue Code of 1986, as amended from time
            to time, and any successor thereto.

     (g)    "Commission" means the Securities and Exchange Commission or any
            successor agency.

     (h)    "Committee" means a committee of Directors appointed by the Board to
            administer this Plan. With respect to Awards granted at any time the
            Company is publicly held, insofar as the Committee is responsible
            for granting Awards to Participants hereunder, it shall consist
            solely of two or more Directors, each of whom is a "Non-Employee
            Director" within the meaning of Rule 16b-3 of the Exchange Act and
            each of whom is also an "outside director" under Section 162(m) of
            the Code.

            The Committee shall be appointed annually by the Board, which may at
            any time and from time to time remove any members of the Committee,
            with or without cause, appoint additional members to the Committee

                                       17
and fill vacancies, however caused, in the Committee. A majority of
            the members of the Committee shall constitute a quorum. All
            determinations of the Committee shall be made by a majority of its
            members present at a meeting duly called and held. Any decision or
            determination of the committee reduced to writing and signed by all
            of the members of the Committee shall be fully as effective as if it
            had been made at a meeting duly called and held.

     (i)    "Company" means Foodarama Supermarkets, Inc., a New Jersey
            corporation and its present and future subsidiary corporations, as
            defined in Section 424(f) of the Internal Revenue Code of 1986, as
            amended.

     (j)    "Director" means a member of the Company's Board of Directors.

     (k)    "Disability" as defined in Section 22(e)(3) of the Code, means an
            individual is permanently and totally disabled if he is unable to
            engage in any substantial gainful activity by reason of any
            medically determinable physical or mental impairment which can be
            expected to result in death or which has lasted or can be expected
            to last for a continuous period of not less than 12 months.  An
            individual shall not be considered to be permanently and totally
            disabled unless he furnishes proof of the existence thereof in such
            form and manner, and at such times, as the Company may require.

     (l)    "Effective Date" means February 14, 2001.

     (m)    "Eligible Individual" means any officer, employee or Director
            (employee or non-employee) of the Company or a Subsidiary or
            Affiliate, or any consultant or advisor providing services to the
            Company or a Subsidiary or Affiliate.

     (n)    "Exchange Act" means the Securities Exchange Act of 1934, as amended
            from time to time, and any successor thereto.

     (o)    "Fair Market Value" means, as of any given date, the fair market
            value of the Stock as determined by the Administrator or under
            procedures established by the Administrator. Unless otherwise
            determined by the Administrator, the Fair Market Value per share
            shall be the closing sales price per share of the Stock on the
            American Stock Exchange (or the principal stock exchange or market
            on which the Stock is then traded) on the date as of which such
            value is being determined or the last previous day on which a sale
            was reported.

     (p)    "Family Member" means any child, stepchild, grandchild, parent,
            stepparent, grandparent, spouse, former spouse, sibling, niece,
            nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
            brother-in-law or sister-in-law of a Participant (including adoptive
            relationships); any person sharing the Participant's household
            (other than a tenant or employee); any trust in which the
            Participant and any of these persons have substantially all of the
            beneficial interest; any foundation in which the Participant and any
            of these persons control the management of the assets; any

                                       18
corporation, partnership, limited liability company or other entity
            in which the Participant and any of these other persons are the
            direct and beneficial owners of substantially all of the equity
            interests (provided the Participant and these other persons agree
            in writing to remain the direct and beneficial owners of all such
            equity interests); and any personal representative of the
            Participant upon the Participant's death for purposes of
            administration of the Participant's estate or upon the Participant's
            incompetency for purposes of the protection and management of the
            assets of the Participant.

     (q)    "Incentive Stock Option" means any Stock Option intended to be and
            designated as an "incentive stock option" within the meaning of
            Section 422 of the Code.

     (r)    "Nasdaq" means The Nasdaq Stock Market, including the Nasdaq
            National Market and the Nasdaq SmallCap Market.

     (s)    "Non-Employee Director" means a Director who is not an officer or
            employee of the Company.

     (t)    "Non-Qualified Stock Option" means any Stock Option that is not an
            Incentive Stock Option.

     (u)    "Optionee" means a person who holds a Stock Option.

     (v)    "Participant" means an Eligible Individual granted an Award.

     (w)    "Plan" means the Foodarama Supermarkets, Inc. 2001 Stock Incentive
            Plan.

     (x)    "Representative" means (i) the person or entity acting as the
            executor or administrator of a Participant's estate pursuant to the
            last will and testament  of a Participant or pursuant to the laws of
            the jurisdiction in which the Participant had his or her primary
            residence at the date of the Participant's death; (ii) the person or
            entity acting as the guardian or temporary guardian of a
            Participant; (iii) the person or entity which is the beneficiary of
            the Participant upon or following the Participant's death; or (iv)
            any person to whom an Option has been transferred with the
            permission of the Administrator or by operation of law; provided
            that only one of the foregoing shall be the Representative at any
            point in time as determined under applicable law and recognized by
            the Administrator.

     (y)    "Retirement" means termination of employment with the Company or any
            Subsidiary or Affiliate at or after age 65, or provision of services
            at or after age 65, under circumstances which the Administrator, in
            its sole discretion, deems equivalent to termination of employment
            with the Company or any Subsidiary or Affiliate

     (z)    "Stock" means Common Stock, par value $1.00 per share, of the
            Company.

                                       19
(aa)   "Stock Appreciation Right" means a right granted under Section 5.

     (bb)   "Stock Award" means an Award, other than a Stock Option or Stock
            Appreciation Right, made in restricted or non-restricted Stock or
            denominated in restricted or non-restricted shares of Stock.

     (cc)   "Stock Option" means an option granted under Section 4.

     (dd)   "Subsidiary" means any company during any period in which it is a
            "subsidiary corporation" (as such term is defined in Section 424(f)
            of the Code) with respect to the Company.

     (ee)   "Ten Percent Holder" means an individual who owns, or is deemed to
            own, stock possessing more than 10% of the total combined voting
            power of all classes of stock of the Company or of any parent or
            subsidiary corporation of the Company, determined pursuant to the
            rules applicable to Section 422(b)(6) of the Code.

      In addition, certain other terms used herein have the definitions given to
them in the first places in which they are used.

                                       20
EXHIBIT 23.01

                       CONSENT OF INDEPENDENT AUDITORS'

      We consent to the incorporation by reference in the Registration Statement
on Form S-8 (File No.333-65328) of Foodarama Supermarkets, Inc., of our report
dated January 21, 2003 with respect to the consolidated financial statements and
schedules of Foodarama Supermarkets, Inc. as of November 2, 2002 and November 3,
2001 and for each of the three years in the period ended November 2, 2002, which
report is included in Foodarama's Annual Report on Form 10-K for the year ended
November 2, 2002, filed with the Securities and Exchange Commission. We also
consent to the reference to our firm under the heading "Experts" in the
prospectus included in the above-referenced Registration Statement.

                                           /s/ AMPER, POLITZINER & MATTIA, P.C.

Edison, New Jersey
September 4, 2003