Washington, D.C. 20549


                                SCHEDULE 14D-9/A
          Solicitation/Recommendation Statement under Section 14(d)(4)
                     of the Securities Exchange Act of 1934

                          FOODARAMA SUPERMARKETS, INC.
                            (Name of Subject Company)

                          FOODARAMA SUPERMARKETS, INC.
                       (Name of Persons Filing Statement)

                          COMMON STOCK, $1.00 PAR VALUE
                         (Title of Class of Securities)

                      (CUSIP Number of Class of Securities)

                                 Michael Shapiro
                             Chief Financial Officer
                          Foodarama Supermarkets, Inc.
                                 922 Highway 33
                               Building 6, Suite 1
                           Freehold, New Jersey 07728
                                 (732) 294-2270
      (Name, address and telephone numbers of person authorized to receive
      notices and communications on behalf of the persons filing statement)

                                 With Copies To:

    Michael W. Zelenty, Esq.                        John A. Aiello, Esq.
        Pitney Hardin LLP                         Philip D. Forlenza, Esq.
          P.O. Box 1945                      Giordano, Halleran & Ciesla, P.C.
Morristown, New Jersey 07962-1945                    125 Half Mile Road
         (973) 966-6300                                 P.O. Box 190
                                                Middletown, New Jersey 07748
                                                       (732) 741-3900

|_|   Check the box if the filing relates  solely to preliminary  communications
      made before the commencement of a tender offer.

Items 1 through 8.

This   Amendment  No.  1  (this   "Amendment")   amends  and   supplements   the
Solicitation/Recommendation  Statement on Schedule  14D-9 filed on June 16, 2006
(the "Schedule 14D-9") by Foodarama Supermarkets, Inc. ("Foodarama").  Except as
specifically  provided  herein,  this  Amendment  does  not  modify  any  of the
information reported on the Schedule 14D-9.

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and restated as follows:

    (a)(1)(i)     Offer  to  Purchase  (incorporated  by  reference  to  Exhibit
                  (a)(1)(i) of Schedule TO filed by the Purchaser  Group on June
                  16, 2006)

    (a)(1)(ii)    Letter of  Transmittal  (incorporated  by reference to Exhibit
                  (a)(1)(ii) of Schedule TO filed by the Purchaser Group on June
                  16, 2006)

    (a)(1)(iii)   Press Release dated July 12, 2006  (incorporated  by reference
                  to Exhibit  99.1 to the Report on Form 8-K filed by  Foodarama
                  on July 12, 2006)

    (a)(5)        Opinion of William  Blair & Company,  L.L.C.,  dated  March 2,
                  2006  (attached as Annex A to Schedule 14D-9 filed on June 16,

    (e)(1)        Foodarama   Supermarkets,   Inc.  2001  Stock  Incentive  Plan
                  (incorporated by reference to Appendix B to Foodarama's  Proxy
                  Statement filed on February 26, 2001)


      After due inquiry and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

                                         FOODARAMA SUPERMARKETS, INC.

                                         /s/ Michael Shapiro
                                         Name:   Michael Shapiro
                                         Title:  Chief Financial Officer
                                         Date:   July 12, 2006