To Our Shareholders:

The Company had a net loss of $293,000 in the third quarter ended
April 29, 1995, a major improvement from the loss of $1,131,000
in the prior year third quarter.  For the nine month period, net
income was $227,000 compared to a $958,000 loss before the
cumulative effect of an accounting change in the prior year.  The
results for both the quarter and nine month periods are
substantially improved from a year ago, despite lower sales, due
to more efficient use of labor and reduced promotional costs.

Sales in the third quarter decreased 4.3% from the prior year to
$164,453,000.  Sales were lower due to the closing of the Easton store 
in August 1994.  Also, same store sales decreased 1.3% in the third
quarter. Same store sales declined due to the impact of new
competitive entries, continued sluggishness in the economy and
comparison to a prior year period that included higher
promotional spending.

Sales for the nine month period were $503,624,000, a decrease of
 .7% from the prior year.  Sales decreased due to the store closed
and lower same store sales of 1.1%. This decrease was partially
offset by the current year containing 39 weeks compared to 38
weeks in the prior year. 

Gross margins as a percentage of sales for the quarter and nine
month period were 24.6% and 24.4%, respectively, compared with
24.4% in both of the corresponding prior year periods.  The
improvement in gross margin percentage in the third quarter was
due to the increased mix of sales in high margin perishable
departments.  Price competition in the marketplace and continued
high levels of sale item penetration have prevented further
increases in gross margins throughout fiscal 1995.

Operating and administrative expenses as a percentage of sales
for the quarter and nine periods decreased to 23.0% and 22.4%,
respectively, compared with 23.5% and 22.8%, respectively, in the
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 supply costs.

The Company completed expansions and remodels of the Stirling,
Hillsborough and Chester stores this year.  An expansion of the
Absecon store has begun.  The following table summarizes
Village's results for the quarter and nine month periods ended
April 29, 1995.
                              Respectfully,



Perry Sumas, President        James Sumas, Chairman of the Board
                              

June 9, 1995                       




                           INCOME STATEMENT DATA

                           April 29, 1995   April 23, 1994
                                    13 Weeks Ended
                                      
Sales                      $164,453,000     $171,776,000
Net Income (Loss)          $ (  293,000)    $ (1,131,000)
Net Income (Loss) 
 Per Share                 $       (.10)    $       (.39)

                          39 Weeks Ended    38 Weeks Ended

Sales                      $503,624,000     $507,228,000
Income (Loss) Before 
 Accounting Change         $    227,000     $   (958,000)
Cumulative Effect of 
 Accounting Change         $        ---     $    400,000
Net Income (Loss)          $    227,000     $   (558,000)
Net Income (Loss) 
 Per Share:
 Income (Loss) Before 
 Accounting Change         $        .08     $       (.33)
 Cumulative Effect of 
 Accounting Change         $        ---     $        .14
 Net Income (Loss)         $        .08     $       (.19)



                         BALANCE SHEET COMPARISONS

                            April 29, 1995   July 30, 1994
                                       
Current Assets              $ 38,940,000     $ 38,141,000
Current Liabilities           40,402,000       42,241,000
Net Working Capital (Deficit) (1,462,000)      (4,100,000)
Long Term Debt                39,033,000       36,933,000
Stockholders' Equity          52,650,000       52,423,000