To Our Shareholders:

The Company had net income of $436,000 in the second quarter ended 
January 28, 1995 compared to $157,000 in the prior year second quarter. 
For the six month period, net income increased to $519,000 compared to
income before the cumulative effect of an accounting change of $173,000 in
the prior year.  Net income increased, despite lower sales, due to more
efficient use of labor and reduced promotional costs, particularly
coupons.

Sales in the second quarter decreased 2.8% from the prior year to
$171,804,000.  Same store sales decreased 1.7% in the second quarter. 
Sales were also lower due to the closing of the Easton store in August
1994.  Same store sales declined due to the effects of new competitive
entries, comparison to a prior year number that was inflated by higher
promotional spending, and continued sluggishness in the economy.

Sales for the six month period were $339,170,000, an increase of 1.1% 
from the prior year.  Sales for the six month period increased due to 
the current year containing an additional week compared to the prior 
year.  This increase was partially offset by lower sales due to stores
closed and lower same store sales of .9%.  

Gross margins as a percentage of sales for the quarter and six month
period were 24.4% and 24.3%, respectively, compared with 24.3% and 24.4%,
respectively, in the corresponding prior year periods.  Price 
competition in the marketplace and continued high levels of sale item
penetration have prevented increases in gross margin percentages.  

Operating and administrative expenses as a percentage of sales for the
quarter and six month periods decreased to 22.0% and 22.1%, respectively,
compared with 22.4% in both corresponding prior year periods.  These
improvements were due to lower promotional costs and lower store payroll
costs than one year ago, partially offset by higher fringe benefit and
supply costs.

The Company completed remodels of its Stirling and Hillsborough stores
earlier this fiscal year.  A remodel and expansion of the Chester store
will be completed during the third quarter.  The following table
summarizes Village's results for the quarter and six month periods ended
January 28, 1995.

                                   Respectfully,

Perry Sumas, President        James Sumas, Chairman of the Board
                           
March 10, 1995                          
  


 
                           INCOME STATEMENT DATA

                                    January 28,1995 January 22,1994          
                                            13 Weeks Ended
                                              
Sales                                $171,804,000    $176,707,000
Net Income                           $    436,000    $    157,000
Net Income Per Share                 $        .15    $        .06

                                     26 Weeks Ended       25 Weeks Ended
Sales                                $339,170,000         $335,452,000
Income before accounting 
 change                              $    519,000         $    173,000   
Cumulative effect of 
 accounting change                   $        ---         $    400,000 
Net Income                           $    519,000         $    573,000
Net Income per share:
Income before accounting change      $        .18         $        .06
Cumulative effect of accounting
 change                              $        ---         $        .14
Net Income                           $        .18         $        .20




                         BALANCE SHEET COMPARISONS
                                  
                                   January 28, 1995  July 30, 1994
                                               
Current Assets                       $ 40,520,000    $ 38,141,000
Current Liabilities                    44,817,000      42,241,000
Net Working Capital (Deficit)          (4,297,000)     (4,100,000)
Long Term Debt                         36,088,000      36,933,000
Stockholders' Equity                   52,942,000      52,423,000