UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                 SCHEDULE 13E-3

                        RULE 13e-3 TRANSACTION STATEMENT
        (Pursuant to Section 13(e) of the Securities Exchange Act of 1934
                           and Rule 13e-3 thereunder)

                                (Amendment No. 5)

                              --------------------

                          FOODARAMA SUPERMARKETS, INC.
                                (Name of Issuer)

                              --------------------

                          FOODARAMA SUPERMARKETS, INC.
                              SAKER HOLDINGS CORP.
                                 JOSEPH J. SAKER
                                RICHARD J. SAKER
                              JOSEPH J. SAKER, JR.
                                 THOMAS A. SAKER
                      JOSEPH SAKER FAMILY PARTNERSHIP, L.P.

                      (Name of Person(s) Filing Statement)

                              --------------------

                     Common Stock, par value $1.00 per share
                         (Title of Class of Securities)

                                    344820105
                      (CUSIP Number of Class of Securities)

                                 Michael Shapiro
                             Chief Financial Officer
                                 922 Highway 33
                               Building 6, Suite l
                           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 a Copy to:
                              John A. Aiello, Esq.
                        Giordano, Halleran & Ciesla, P.C.
                               125 Half Mile Road
                                  P.O. Box 190
                          Middletown, New Jersey 07748
                                 (732) 741-3900



This statement is filed in connection with (check the appropriate box):

a.    |_|   The filing of  solicitation  materials or an  information  statement
            subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
            Securities Exchange Act of 1934.

b.    |X|   The filing of a registration  statement  under the Securities Act of
            1933.

c.    |_|   A tender offer.

d.    |_|   None of the above.

      Check  the  following  box  if the  soliciting  materials  or  information
statement referred to in checking box (a) are preliminary copies: |_|

      Check the following box if the filing is a final  amendment  reporting the
results of the transaction: |X|

                            CALCULATION OF FILING FEE

Transaction Valuation (1)                       Amount of Filing Fee
---------------------                           --------------------
$56,309,084                                     $6,026

(1)   The  transaction  valuation was  determined  by  multiplying  $52.00,  the
      average  of the  high  and low  trading  prices  of the  common  stock  of
      Foodarama Supermarkets,  Inc. as of March 23, 2006, by 1,082,867 shares of
      Foodarama's common stock to be exchanged pursuant to the transaction.

|X|   Check box if any part of the fee is offset as provided by Rule  0-11(a)(2)
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the Form
      or Schedule and the date of its filing.


                                                 
      Amount Previously Paid:  $5,498               Amount Previously Paid:  $528

      Form or Registration No.:  Registration       Form or Registration No.:  Amendment No. 1 to
      Statement on Form S-4.                        Registration Statement on Form S-4.

      Filing Party:  FSM-Delaware, Inc.             Filing Party:  FSM-Delaware, Inc.

      Date Filed:  March 27, 2006                   Date Filed:  May 8, 2006




                                  INTRODUCTION

      This Amendment No. 5 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(this "Amendment") amends and supplements the Transaction  Statement on Schedule
13E-3 (the "Schedule  13E-3") filed with the Securities and Exchange  Commission
(the "SEC") on March 27, 2006, as amended by Amendment  No. 1 to Schedule  13E-3
filed with the SEC on May 8,  2006,  as further  amended by  Amendment  No. 2 to
Schedule  13E-3  filed  with the SEC on June 1,  2006,  as  further  amended  by
Amendment  No. 3 to  Schedule  13E-3  filed  with the SEC on June 13,  2006,  as
further  amended by Amendment No. 4 to Schedule 13E-3 files with the SEC on July
20, 2006, in connection with the Agreement and Plan of Share Exchange,  dated as
of  March  2,  2006  (the  "Share   Exchange   Agreement")   between   Foodarama
Supermarkets,  Inc.  ("Foodarama") and FSM-Delaware,  Inc.  ("FSM-Delaware"),  a
Delaware corporation and wholly-owned subsidiary of Foodarama.

      The  Share  Exchange  Agreement  had  been  executed  as part of a  "going
private"  transaction  whereby  Foodarama  would cease  being a publicly  traded
company.  In June 2006,  Saker  Holdings  Corp.  (the  "Purchaser"),  a Delaware
corporation  formed  by a  purchaser  group  consisting  of  Richard  J.  Saker,
President and Chief Executive Officer of Foodarama, Joseph J. Saker, Chairman of
Foodarama,  Joseph  J.  Saker,  Jr.,  Senior  Vice  President  -  Marketing  and
Advertising and Secretary of Foodarama, Thomas A. Saker, Vice President of Store
Operations  of  Foodarama,  the Joseph Saker Family  Partnership,  L.P. and four
other  members of the family of Joseph J. Saker  (collectively,  the  "Purchaser
Group"),  had  commenced  an offer (the  "Tender  Offer") to purchase all of the
outstanding  shares  of  Foodarama  common  stock  not  currently  owned  by the
Purchaser Group, at a price of $53 per share.

      This  Amendment is being filed by Foodarama,  the issuer of the securities
that are the subject of the Rule 13e-3  transaction,  the  Purchaser and certain
members of the Purchaser Group who are deemed to be affiliates of Foodarama.  On
June 13, 2006, FSM Delaware  filed with the SEC Amendment No. 3 to  Registration
Statement on Form S-4 which  includes a proxy  statement/prospectus  (the "Proxy
Statement/Prospectus")  pursuant  to the  Securities  Act of 1933,  as  amended,
containing  information  with respect to the Share  Exchange  Agreement  and the
"going   private"   transaction.   The   information  set  forth  in  the  Proxy
Statement/Prospectus,   including   all   appendices   thereto,   is   expressly
incorporated  by  reference  into  this  Amendment  in  its  entirety,  and  the
information  contained  in this  Amendment  is  qualified in its entirety by the
provisions of the Proxy Statement/Prospectus.


                                       3


Item 15. Additional Information.

      (b) Other Material Information.

      This Amendment  hereby amends and supplements the Schedule 13E-3 by adding
the following disclosure for Item 15 thereof:

      On July 25,  2006,  Foodarama  and the  Purchaser  issued a press  release
announcing  that the  Purchaser  has  accepted  for  payment  all of the  shares
tendered  as of  the  expiration  date  of  the  Tender  Offer  for  all  of the
outstanding  shares of Foodarama  common stock not owned by the Purchaser Group.
The full text of the press release is filed as Exhibit  (a)(6) to this Amendment
and is incorporated  herein.  Based upon information  provided by American Stock
Transfer & Trust Company,  the  depositary for the Tender Offer,  416,363 shares
were validly tendered (and not properly  withdrawn) in the Tender Offer prior to
the Tender Offer's  expiration at 12:00 midnight on July 19, 2006. These shares,
together  with  shares  held  by  members  of  the  Purchaser  Group,  represent
approximately 91% of the outstanding common stock of Foodarama.

      Foodarama also  announced  that the share exchange (the "Share  Exchange")
between Foodarama and  FSM-Delaware,  which had been proposed in connection with
the Tender Offer,  became  effective at 7:00 p.m. on July 24, 2006, and, at that
time,  each  outstanding  share of Foodarama  common stock was exchanged for one
share of common  stock of  FSM-Delaware.  The  Share  Exchange  was  immediately
followed by the merger of FSM-Delaware  with and into Purchaser.  As a result of
the merger,  shareholders  of Foodarama  who did not tender shares in the Tender
Offer, other than the members of the Purchaser Group, will receive $53 per share
in cash for the shares of FSM-Delaware which would otherwise be issuable to them
pursuant to the Share Exchange,  subject to their right to seek appraisal rights
under Delaware law.  These  transactions  have resulted in Foodarama  becoming a
wholly  owned  subsidiary  of  Purchaser  and  ceasing to be a  publicly  traded
company.

Item 16. Exhibits.

Exhibit No.       Description.
-----------       ------------

(a)(4)            Proxy  Statement/Prospectus,  incorporated by reference to the
                  Proxy  Statement/Prospectus  contained in  Amendment  No. 3 to
                  Registration  Statement  on Form S-4,  filed by  FSM-Delaware,
                  Inc. with the SEC on June 13, 2006.

(a)(5)            Press Release issued by Foodarama and the Purchaser announcing
                  the results of the Tender  Offer and the approval of the Share
                  Exchange,  incorporated  by  reference  to  Exhibit  (a)(5) to
                  Amendment No. 4 to Schedule  13E-3,  filed by  Foodarama,  the
                  Purchaser  and the  Purchaser  Group  with the SEC on July 20,
                  2006.

(a)(6)            Press Release issued by Foodarama and Purchaser announcing the
                  completion of the going private transaction.

(b)               Amended and Restated  Commitment Letter,  dated as of November
                  23,  2005,  issued by GMAC  Commercial  Finance LLC on June 6,
                  2006,  incorporated  by  reference to Exhibit (b) to Amendment
                  No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.


                                       4


(c)(1)            Fairness Opinion of William Blair & Company LLC,  incorporated
                  by reference to Annex B to the Proxy Statement/Prospectus.

(c)(2)            Materials  dated  March  2,  2006  presented  to  the  Special
                  Committee by William  Blair & Company in  connection  with the
                  March 2, 2006 meeting of the Special  Committee,  incorporated
                  by reference to Exhibit  (c)(2) to Amendment No. 1 to Schedule
                  13E-3,  filed by Foodarama,  the Purchaser and certain members
                  of the Purchaser Group with the SEC on May 8, 2006.

(c)(3)            Materials  dated  January  27, 2006  presented  to the Special
                  Committee by William  Blair & Company in  connection  with the
                  January 30, 2006 conference  call with the Special  Committee,
                  incorporated by reference to Exhibit (c)(3) to Amendment No. 3
                  to Schedule  13E-3,  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(c)(4)            Materials  dated  January  20, 2006  presented  to the Special
                  Committee by William  Blair & Company in  connection  with the
                  January   23,   2006   meeting  of  the   Special   Committee,
                  incorporated by reference to Exhibit (c)(4) to Amendment No. 3
                  to Schedule  13E-3,  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(d)(1)            Agreement and Plan of Share Exchange,  dated March 2, 2006, by
                  and  between  Foodarama  and  FSM-Delaware,   incorporated  by
                  reference to Annex A to the Proxy Statement/Prospectus.

(d)(2)(i)         Tender Offer and Support Agreement, dated as of March 2, 2006,
                  by  and  between  Foodarama  and  Purchaser,  incorporated  by
                  reference to Exhibit 99.2 to the report on Form 8-K/A filed by
                  Foodarama with the SEC on March 27, 2006.

(d)(2)(ii)        First Amendment to Tender Offer and Support  Agreement,  dated
                  June  7,  2006,  by  and  between   Foodarama  and  Purchaser,
                  incorporated  by reference to Exhibit  (d)(2)(ii) to Amendment
                  No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(d)(3)            Form  of  Agreement  and  Plan  of  Merger,   by  and  between
                  FSM-Delaware and Purchaser, incorporated by reference to Annex
                  D to the Proxy Statement/Prospectus.

(d)(4)            Custody Agreement and Limited Power of Attorney,  by and among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(4) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(5)            Custody  Agreement,  by and among Purchaser and members of the
                  Purchaser  Group,  incorporated by reference to Exhibit (d)(5)
                  to Amendment No. 1 to Schedule  13E-3 filed by Foodarama,  the
                  Purchaser and certain  members of the Purchaser Group with the
                  SEC on May 8, 2006.


                                       5


(d)(6)            Exchange  Agreement,   dated  March  2,  2006,  by  and  among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(6) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(7)            Amendment No. 1 to Exchange  Agreement,  dated March 17, 2006,
                  by and among  Purchaser  and members of the  Purchaser  Group,
                  incorporated by reference to Exhibit (d)(7) to Amendment No. 1
                  to  Schedule  13E-3  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the Purchaser Group with the SEC on May 8,
                  2006.

(f)               None.

(g)               None.


                                       6


                                   SIGNATURES

      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.

Dated:  July 25, 2006              FOODARAMA SUPERMARKETS, INC.


                              By: /s/ Michael Shapiro
                                  ----------------------------------------------
                            Name: Michael Shapiro
                           Title: Chief Financial Officer


                                   Saker Holdings Corp.


                              By: /s/ Richard J. Saker
                                  ----------------------------------------------
                            Name: Richard J. Saker
                           Title: President and Chief Executive Officer


                                    /s/ Joseph J. Saker
                                  ----------------------------------------------
                                  Joseph J. Saker


                                    /s/ Richard J. Saker
                                  ----------------------------------------------
                                  Richard J. Saker


                                    /s/ Joseph J. Saker, Jr.
                                  ----------------------------------------------
                                  Joseph J. Saker, Jr.


                                    /s/ Thomas A. Saker
                                  ----------------------------------------------
                                  Thomas A. Saker


                                  Joseph Saker Family Partnership, L.P.

                                  By:  Saker Family Corporation, General Partner


                              By: /s/ Richard J. Saker
                                  ----------------------------------------------
                            Name: Richard J. Saker
                           Title: President



                                  EXHIBIT INDEX

Exhibit No.       Description.
-----------       ------------

(a)(4)            Proxy  Statement/Prospectus,  incorporated by reference to the
                  Proxy  Statement/Prospectus  contained in  Amendment  No. 3 to
                  Registration  Statement  on Form S-4,  filed by  FSM-Delaware,
                  Inc. with the SEC on June 13, 2006.

(a)(5)            Press Release issued by Foodarama and the Purchaser announcing
                  the results of the Tender  Offer and the approval of the Share
                  Exchange,  incorporated  by  reference  to  Exhibit  (a)(5) to
                  Amendment No. 4 to Schedule  13E-3,  filed by  Foodarama,  the
                  Purchaser  and the  Purchaser  Group  with the SEC on July 20,
                  2006.

(a)(6)            Press Release issued by Foodarama and Purchaser announcing the
                  completion of the going private transaction.

(b)               Amended and Restated  Commitment Letter,  dated as of November
                  23,  2005,  issued by GMAC  Commercial  Finance LLC on June 6,
                  2006,  incorporated  by  reference to Exhibit (b) to Amendment
                  No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(c)(1)            Fairness Opinion of William Blair & Company LLC,  incorporated
                  by reference to Annex B to the Proxy Statement/Prospectus.

(c)(2)            Materials  dated  March  2,  2006  presented  to  the  Special
                  Committee by William  Blair & Company in  connection  with the
                  March 2, 2006 meeting of the Special  Committee,  incorporated
                  by reference to Exhibit  (c)(2) to Amendment No. 1 to Schedule
                  13E-3,  filed by Foodarama,  the Purchaser and certain members
                  of the Purchaser Group with the SEC on May 8, 2006.

(c)(3)            Materials  dated  January  27, 2006  presented  to the Special
                  Committee by William  Blair & Company in  connection  with the
                  January 30, 2006 conference  call with the Special  Committee,
                  incorporated by reference to Exhibit (c)(3) to Amendment No. 3
                  to Schedule  13E-3,  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(c)(4)            Materials  dated  January  20, 2006  presented  to the Special
                  Committee by William  Blair & Company in  connection  with the
                  January   23,   2006   meeting  of  the   Special   Committee,
                  incorporated by reference to Exhibit (c)(4) to Amendment No. 3
                  to Schedule  13E-3,  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.



(d)(1)            Agreement and Plan of Share Exchange,  dated March 2, 2006, by
                  and  between  Foodarama  and  FSM-Delaware,   incorporated  by
                  reference to Annex A to the Proxy Statement/Prospectus.

(d)(2)(i)         Tender Offer and Support Agreement, dated as of March 2, 2006,
                  by  and  between  Foodarama  and  Purchaser,  incorporated  by
                  reference to Exhibit 99.2 to the report on Form 8-K/A filed by
                  Foodarama on March 27, 2006.

(d)(2)(ii)        First Amendment to Tender Offer and Support  Agreement,  dated
                  June  7,  2006,  by  and  between   Foodarama  and  Purchaser,
                  incorporated  by reference to Exhibit  (d)(2)(ii) to Amendment
                  No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(d)(3)            Form  of  Agreement  and  Plan  of  Merger,   by  and  between
                  FSM-Delaware and Purchaser, incorporated by reference to Annex
                  D to the Proxy Statement/Prospectus.

(d)(4)            Custody Agreement and Limited Power of Attorney,  by and among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(4) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(5)            Custody  Agreement,  by and among Purchaser and members of the
                  Purchaser  Group,  incorporated by reference to Exhibit (d)(5)
                  to Amendment No. 1 to Schedule  13E-3 filed by Foodarama,  the
                  Purchaser and certain  members of the Purchaser Group with the
                  SEC on May 8, 2006.

(d)(6)            Exchange  Agreement,   dated  March  2,  2006,  by  and  among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(6) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(7)            Amendment No. 1 to Exchange  Agreement,  dated March 17, 2006,
                  by and among  Purchaser  and members of the  Purchaser  Group,
                  incorporated by reference to Exhibit (d)(7) to Amendment No. 1
                  to  Schedule  13E-3  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the Purchaser Group with the SEC on May 8,
                  2006.

(f)               None.

(g)               None.