BY LAWS
                                OF
                      VILLAGE SUPER MARKET, INC
 
 
 
                             ARTICLE I
 
                              OFFICES
 
 
     The principal office of the corporation shall be in such place in the
State of New Jersey as the Board of Directors (the "Board") may from time to
time direct.  The corporation may also establish and have such other offices
needed for the conduct of its business at such other place or places as may
from time to time be designated by the Board.
 
 
                            ARTICLE II
                       STOCKHOLDERS' MEETINGS
 
 
     Section 1.  Annual Meeting.  The annual meeting of the stockholders
for the election of directors and for the transaction of such other business
as may properly come before it, shall be held at such place as may from time
to time be designated by the Board and stated in the Notice of Meeting.
 
     Section 2.  Quorum.  As provided by law, a quorum at all meetings of
stockholders shall consist of the holders of the shares entitled to cast a
majority of the votes thereat, present in person or by proxy.
     If the holders of the amount of stock necessary to constitute a quorum
shall fail to attend, in person or by proxy, at the time and place fixed by
these By-Laws for the annual meeting, or fixed by notice for a special meeting,
a majority in interest of the stockholders present in person or by proxy may
adjourn, from time to time, without notice other than by announcement at such
meeting, until holders of the amount of stock requisite to constitute a quorum
shall attend.  At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at
the meeting as originally scheduled.
 
     Section 3.  Special Meetings.  Special meetings of the stockholders
shall be held at the principal executive offices of the corporation, or at such
other place as the Board may designate.  Such meetings may be called at any
time by the Board, or a majority thereof, or by the Chief Executive Officer
(the "CEO").  It shall be the duty of the CEO or the Board to call such meetings
whenever so requested in writing by the stockholders of record who hold shares
possessing at least 50% of the voting power of all classes of stock of the
corporation entitled to vote at such meetings.  Notice of such meetings shall
specify the object or objects thereof, and no other business than that
specified in such notice shall be considered at any such meeting.
 
     Section 4.  Notice of Meetings.  A notice of each annual or special
meeting of the stockholders of the corporation which shall state the time,
place, and objects of such meeting, shall be delivered personally or by mail,
not less than ten (10) days before (unless a longer period shall be required
by law) nor more than sixty (60) days before the annual or special meeting, to
each stockholder of record entitled to vote at any such meeting. If a
shareholder consents, the notice may be delivered electronically as the
shareholder shall specify.   If mailed, the notice shall be directed to the
stockholder at his address as it appears on the records of the corporation.
The corporation will provide appropriate notice to brokerages and other
nominees for shares held in "street name". Any stockholder may at any time by
a duly signed statement in writing to that effect waive any statutory or other
notice of any meeting, whether such statement be signed before or after such
meeting.
 
     Section 5.  Voting.  At all meetings of the stockholders, each stockholder
entitled to vote, and present at the meeting in person or by proxy, shall be
entitled to one vote for each full share of Class A common stock of the
corporation entitled to vote and standing registered in his name at the time of
such voting and ten votes for each full share of Class B common stock of the
corporation entitled to vote and standing registered in his name at the time
of such voting.  Except for the election of directors, the affirmative vote of
the majority of votes cast at any such meeting of the stockholders shall
authorize any action; provided that no greater voting requirement is required
by statute or the certificate of incorporation.
     The Board, or, if the Board shall not have made the appointment, the
Chairman presiding at any meeting of stockholders, shall have power to appoint
one or more persons to act as inspectors, to receive, tabulate, and report the
votes cast by the stockholders at such meeting; but no candidate for the office
of director shall be appointed as inspector at any meeting for the election of
directors.
 
     Section 6.  Proxies.  Any stockholder of record entitled to vote may be
represented at any regular or special meeting of the stockholders by a duly
appointed proxy, granted not more than eleven (11) months before the meeting
unless a longer time is expressly provided therein.  All proxies shall be filed
with the Secretary of the meeting before being voted.
 
     Section 7.  Officers of Meetings.  The Chairman of the Board of the
corporation, if present, shall preside at all meetings of stockholders; in his
absence the President of the corporation, if present, shall preside.  The
Secretary of the corporation shall, if present, act as secretary of all
meetings of the stockholders.  In his absence a temporary secretary for that
particular meeting shall be elected.  The Secretary of the stockholders'
meetings shall keep a record of the proceedings of such meeting.
 
 
                             ARTICLE III
                              DIRECTORS
 
 
     Section 1.  Number, Term of Office, etc.  The number of directors of the
corporation shall be as set forth in any resolution of the Board heretofore
adopted or as hereinafter adopted and the size of the Board may be expanded
and reduced by Board resolution.  The directors shall be elected by a
plurality of the votes cast at an election at the annual meeting of the
stockholders of the corporation, and each director shall be elected to serve
until the next annual meeting of stockholders, or until his successor shall
have been elected and qualified; provided, that any one or more of the
directors may be removed, either with or without cause, at any time by a vote
of the stockholders at a special meeting called for this purpose. A director
may be removed for cause by a vote of a majority of the entire Board and may be
suspended until a final determination that cause exists.  At its first meeting
after the annual stockholders meeting, the Board shall designate one director
as Chairman of the Board.  Any vacancy occurring in the Board of Directors by
reason of death, resignation or increase in the number of directors, or
otherwise, shall be filled for the unnexpired term by a majority vote of the
remaining directors.  The directors shall receive such compensation for their
services as directors and as members of any committee appointed by the Board
as may be prescribed by the Board.
 
     Section 2.  Duties and Powers.  The Board shall have the control and
management of the affairs of the corporation and shall exercise all such
powers of the corporation, and do all such lawful acts and things necessary or
expedient in the control and management thereof, as are not by statute or by
these By-Laws directed or required to be exercised or done by the stockholders.
The directors may adopt such rules and regulations for the conduct of their
meetings and the management of the corporation as they may deem proper, not
inconsistent with the law.
 
     Section 3.  Nomination of Directors.  The full Board of Directors shall
act on all matters concerning the identification, evaluation and nomination of
director candidates.  The Board will consider nominations of director
candidates submitted by any shareholder upon the submission of the names and
biographical data of the candidates (including any relationship to the
proposing shareholder).
     The Board's process for identifying and evaluating candidates recommended
by any shareholder shall be the same as for candidates recommended by the
Board,management or others.  In searching for appropriate candidates, the Board
shall adhere to criteria established for the consideration and selection of
candidates.  The Board shall view the candidate's qualifications in light of
the needs of the Board and the Company at that time given the then current mix
of director attributes.  Among other criteria, the Board may consider the
following skills, attributes and competencies of a new member:  (i) possessing
the highest ethical standards and integrity; (ii) a willingness to act on and
be accountable for Board decisions; (iii) an ability to provide prudent,
informed and thoughtful counsel to top management on a broad range of issues;
(iv) relevant industry or business knowledge; (v) senior management experience
and demonstrated leadership; (vi) financial literacy; (vii) individual
backgrounds that provide a portfolio of experience and knowledge commensurate
with the Company's needs.  Each director will be considered without regard to
gender, race, religion, national origin or sexual orientation.
 
     Section 4.  Meetings.  Meetings of the Board shall be held at the office
of the corporation, or at any other place, which the CEO or a majority of the
Board may from time to time designate.  There shall be an annual meeting of
the Board held upon the day of the annual stockholders' meeting, or as soon
thereafter as convenient.  Other regular meetings of the Board shall be held
at such times and places as the Board shall from time to time by resolution
prescribe.  Special meetings of the Board shall be held whenever called by the
CEO or by one-third (1/3) of the directors then in office.  One (1) day notice
shall be given to each director by the Secretary of each meeting of the Board.
Such notice shall be given by mail (if more than five (5) days in advance of
the meeting), or by e-mail, facsimile, telephone, or in person.  The Board may
meet to transact business at any time and place without notice, provided that
every member of the Board shall be present, or that any member or members not
present shall waive notice of such meeting.  The CEO or the President shall
preside at each meeting of the Board.  A majority of the directors shall
constitute a quorum for the transaction of business, but the director or
directors present, if less than a quorum, may adjourn any meeting from time to
time until such quorum shall be present.  All questions coming before the Board
shall be decided or recommended to shareholders by a majority vote.  Each
director shall be entitled to one vote at all meetings of directors.  A
director who is present at a meeting of the Board at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent is entered in the minutes of the meeting or unless he
has filed his written dissent to such action with the person acting as
Secretary of the meeting before the adjournment thereof or immediately
thereafter.  Such right to dissent shall not apply to a director who voted in
favor of such action.
     Any action required or permitted to be taken at any meeting of the Board
may be taken without a meeting if all members of the Board consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of the Board.
 
     Section 5.  Executive Committee.  An Executive Committee of no less than
two and no more than six directors may be designated by resolution passed by a
majority of the whole Board.  At its first meeting after the annual
stockholders' meeting, the Board shall designate one director as Chairman of
the Committee.  During the intervals between meetings of the Board, the
Committee shall advise with and aid the officers of the corporation in all
matters concerning its interests and management of its business, and generally
perform such duties as may be directed by the Board from time to time.  The
Committee shall possess all the powers of the Board while the Board is not in
session, except power: (1) to change the size of the Board of Directors, (2) to
create any Committee or change the size of any Committee, (3) to fill in any
vacancies on the Board or any Committee, (4) to remove any member of any
Committee, (5) to elect or remove principal officers, (6) to declare any
dividend or authorize any distribution with respect to any shares of capital
stock of the corporation, (7) to amend these By-Laws, or (8) to submit any
matter to stockholders for their consideration.  In particular, the Executive
committee shall have the following powers while the Board is not in session:
(1) to appoint agents of the corporation and determine their salaries,
(2) to borrow money, and issue notes, or other obligations and evidences of
indebtedness therefore and to give security in the assets of the corporation
for such loan,  (3) to guarantee obligations of subsidiaries, (4) to authorize
the corporate seal to be affixed to documents of the corporation, (5) to make
recommendations to the Board of general policy with regard to the business of
the corporation, (6) to make recommendations to the Board as to declarations
of dividends, and (7)  such other powers as may lawfully be delegated to it by
the Board, not in conflict with specific powers conferred by the Board upon any
other Committee appointed by it.
     Meetings of the Executive Committee shall be called by the Secretary of
the Corporation, from time to time, at the direction and upon the request of
the Chairman or any two members of the Executive committee; that notice of such
meetings shall in each instance be given to each member of the Committee at his
last-known business address, not less than 24 hours before the meeting, either
orally or in writing, delivered by mail, e-mail, telephone, or facsimile.  The
Executive Committee may at any meeting establish regular meetings and a fixed
date, time and place for such regular meetings, and for such regular meetings
no notice need be sent out.  The Executive Committee shall keep minutes of its
meetings and shall submit these minutes to the Board at its next regular
meeting and report all its actions.
 
     Section 6.  Audit Committee.  An Audit Committee shall be appointed by
resolution passed by a majority vote of the Board.  The Audit Committee shall
be comprised of three or more directors, as determined by the Board, each of
whom shall be independent.  The Audit Committee shall perform its duties in
accordance with the charter of the Audit Committee.  The Audit Committee shall
be responsible for  (1) monitoring the integrity of the Company's financial
reporting process and systems of internal controls regarding financial,
accounting and legal compliance, (2)  monitoring the independence and
performance of the company's independent auditors, and (3) providing an avenue
of communications among the independent auditors, management, and the Board.
The Audit Committee will have the authority to conduct any investigation
appropriate to fulfilling its responsibilities.  The Audit Committee has the
ability to retain, at the company's expense, any legal, accounting or other
consultants or experts it deems necessary in the performance of its duties.
The independent auditors shall report directly to the Audit Committee.
     The Audit Committee shall also be responsible for establishing procedures
for the receipt, retention and treatment of complaints regarding accounting,
internal accounting controls or auditing matters, including procedures for the
confidential, anonymous submissions by employees of concerns regarding
questionable accounting, financial or auditing matters.
 
     Section 7.  Compensation Committee.  The Compensation Committee shall be
designated by a majority vote of the Board.  The Compensation Committee shall
consist of at least three directors.  The Compensation Committee will meet as
necessary and is responsible for establishing salary, bonus, stock based
compensation and any other compensation for all executive officers of the
Company.  In addition, the Compensation Committee is responsible for preparing
a report on executive compensation for inclusion in the Company's annual proxy
statement.
 
 
                             ARTICLE IV
                              OFFICERS
 
 
     Section 1.  Election and Removal.  The Board immediately after the annual
meeting of the stockholders shall meet and elect or appoint a CEO, a President,
a Chief Financial Officer, such Vice Presidents as they determine may be
appropriate, a Secretary, a Treasurer and such Assistant Secretaries and
Assistant Treasurers as they determine may be appropriate, who shall hold
office during the pleasure of the Board.  They may elect such other officers
as the needs of the corporation may from time to time require.  All officers
shall serve for one year, or until the election and qualification of their
successors, subject to the power of the directors to remove any officer at
pleasure by a majority vote of the Board.  Any two offices, except those of
President and Secretary, may be held by the same person.  The compensation of
the officers shall be fixed by the Compensation Committee of the Board.
 
     Section 2.  Chief Executive Officer.  The CEO, shall, when present,
preside at all meetings of the Board, and shall act as temporary chairman at
and call to order all meetings of the stockholders.  The CEO shall perform all
duties commonly incident to his office, and shall have general supervision of
the affairs of the corporation, subject to the approval of the Board.  The CEO,
President, or another officer shall sign and execute bonds, mortgages, and
other contracts and evidences of indebtedness for and on behalf of the
corporation.  The CEO, President, or another officer shall sign all
certificates of stock, which shall be countersigned by the Secretary or
Treasurer.  At the first regular meeting of the Board of the corporation each
fiscal year, the CEO shall submit a complete report of the operations and the
business of the corporation's affairs at the close of such year, and shall
submit a similar report at each annual meeting of the stockholders.  The CEO
shall also report to the Board from time to time all matters coming to his
notice relating to the interests of the corporation that should be brought to
the attention of the Board.
 
     Section 3.  President.  The President shall perform all duties commonly
incident to his office, and such other duties as may be prescribed by the Board.
The President shall assist the CEO in reporting to the Board from time to time
all matters coming to his notice, relating to the interest of the corporation.
 
     Section 4.  Vice-President.   The Vice- President shall have and exercise
all the powers and duties of the President in case of his absence or inability
to act, and shall perform such other duties as may be prescribed by the Board.
 
     Section 5.  Chief Financial Officer.  The Chief Financial Officer shall
perform all duties commonly incident to his office, and shall have general
supervision of the financial affairs of the corporation, subject to the
approval to the Board.  At each annual meeting of stockholders of the
corporation and at each regular meeting of the Board, the Chief Financial
Officer shall make a full report of the financial condition of the
corporation.
 
     Section 6.  Secretary.  The Secretary shall attend all meetings of the
Board and of the stockholders, and shall record all votes and the minutes of
all proceedings in a book to be kept for that purpose.  The Secretary shall
give or cause to be given notice of all meetings of the stockholders and the
Board, and shall affix the seal of the corporation to such documents as may
require it, and shall have charge of the corporation's seal and such other
books and papers as the Board may prescribe.  The Secretary shall also make
such reports to the Board of Directors as they may request, and shall prepare
and cause to be filed such reports and statements may be required by the laws
of the State of New Jersey, and by the laws of any other State in which the
corporation shall do business.
 
     Section 7.  Treasurer.  The Treasurer shall have the care and custody of
all the funds and securities of the corporation, and shall deposit the same in
the name of the corporation in such bank or banks as the Board may designate,
and shall disburse the same under such rules and regulations as may be made by
the Board, and shall perform such other duties as the Board of Directors may
from time to time prescribe.  The Treasurer shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation,
and shall see that all expenditures are duly authorized and are evidenced by
proper receipts and vouchers.  The Treasurer shall render to the President and
the directors at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as Treasurer.
 
     Section 8.  Other.  Every officer shall perform such duties as the Board
may from time to time require, and the Board may likewise appoint such
officers as may in its discretion be necessary for the transaction of the
business of the corporation, with such powers and duties as it may confer and
impose.  Should any vacancy occur among the officers by death, resignation, or
otherwise, the same may be filled by the Board at any regular or special
meeting called for that purpose.  In its discretion, the Board may leave
unfilled any office.  In case of the absence or disability of any officer, the
Board may delegate the powers or duties of any officer to another officer.
 
     Section 9.  Bank Accounts.  In addition to such bank accounts as may be
authorized in the usual manner by resolution of the Board, the Treasurer with
the approval of the President or any Vice President, may authorize such bank
accounts to be opened or maintained in the name and on behalf of the
corporation as he may deem necessary or appropriate, payments from such back
account to be made upon and according to the check of the corporation which
may be signed jointly or singly by either the manual or facsimile signature or
signatures of such officer of the corporations the Board may from time to time
designate.
 
     Section 10.  All officers will adhere to a Code of Ethics as adopted and
revised from time to time by the Board or any authorized committee thereof.
 
 
                               ARTICLE V
                             CAPITAL STOCK
 
 
     Section 1.  Certificates.  Certificates of stock shall be signed by the
President or Vice President, and countersigned by the Secretary or Treasurer
and sealed with the seal of the corporation.  If certificates are signed by a
Transfer Agent, acting in behalf of the corporation, or a Registrar, the
signatures of the officers of the corporation may be a facsimile and the
signature by such Transfer Agent or Registrar may be a facsimile.  Each
certificate of stock shall plainly state upon the face thereof the number of
shares of the class which it represents.  All certificates exchanged or
returned to the corporation shall be marked "cancelled" by the Secretary, with
the date of cancellation.
 
     Section 2.  Transfer Agent.  The Board shall have the power to appoint one
or more Transfer Agents and Registrars for the transfer and registration of
certificates of stock of any class, and may require that stock certificates
shall be countersigned and registered by one or more of such Transfer Agents
and Registrars.
 
     Section 3.  Transfer of Stock.  Shares of capital stock of the corporation
shall be transferable on the books of the corporation only by the holder of
record thereof in person or by a duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares
 
     Section 4.  Holder of Record.  The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder thereof in
fact and shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
 
 
                              ARTICLE VI
                              DIVIDENDS
 
 
     Dividends shall be declared and paid at such times and in such amounts as
the Board may in their absolute discretion determine and designate.
 
 
                             ARTICLE VII
                             FISCAL YEAR
 
 
     The Board shall have power to fix and from time to time change, the fiscal
year of the corporation.  Unless otherwise fixed by the Board, the fiscal year
will be a 52 or 53 week period ending on the last Saturday in July.
 
 
                             ARTICLE VIII
                              AMENDMENTS
 
 
     These By-Laws may be amended, altered, repealed, rescinded or added to in
any manner not inconsistent with the statutes of the State of New Jersey or the
provisions of the Certificate of Incorporation by the Board without action or
consents on the part of the stockholders.
 
 
                              ARTICLE IX
                     INDEMNIFICATION AGAINST ACTIONS
 
 
     The corporation shall indemnify all of its directors and officers, present
and future, against their expenses (including attorneys' fees) and liabilities
in connection with any proceeding involving the director or officer by reason
of their being or having been a director or officer, including a proceeding by
or in the right of the corporation, unless a judgment or other final
adjudication adverse to the director or officer establishes that his or her
acts or omissions (a) were in breach of the director's or officer's duty of
loyalty to the corporation or its shareholders, (b) were not in good faith or
involved a knowing violation of law or, (c) resulted in the receipt by the
director or officer of an improper personal benefit.  The expenses (including
attorneys' fees) of any director or officer in connection with any such action
will be advanced by the corporation upon receipt of an undertaking on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified.