UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO

                                 (Rule 14d-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (Amendment No. 3)

                          FOODARAMA SUPERMARKETS, INC.

                       (Name of Subject Company (Issuer))

                         SAKER HOLDINGS CORP. (OFFEROR)
                            JOSEPH J. SAKER (OFFEROR)
                           RICHARD J. SAKER (OFFEROR)
                         JOSEPH J. SAKER, JR. (OFFEROR)
                            THOMAS A. SAKER (OFFEROR)
                             GLORIA SAKER (OFFEROR)
                         NADINE SAKER MOCKLER (OFFEROR)
                          DENISE SAKER MARDER (OFFEROR)
                          RICHARD JAMES SAKER (OFFEROR)
                 JOSEPH SAKER FAMILY PARTNERSHIP, L.P. (OFFEROR)

            (Names of Filing Persons (Identifying Status as Offeror,
                            Issuer or Other Person))

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

                                    344820105
                      (CUSIP Number of Class of Securities)

                              JOHN A. AIELLO, ESQ.
                            PHILIP D. FORLENZA, ESQ.
                       GIORDANO HALLERAN AND CIESLA, P.C.
                        125 HALF MILE ROAD, P.O. BOX 190
                          MIDDLETOWN, NEW JERSEY 07748
                                 (732) 741-3900

  (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
                 and Communications on Behalf of Filing Persons)



                            CALCULATION OF FILING FEE

--------------------------------------------------------------------------------
Transaction Valuation (1)                    Amount of Filing Fee (2)
---------------------                        --------------------
--------------------------------------------------------------------------------
$27,303,745                                  $2,922
--------------------------------------------------------------------------------

(1) Estimated for purposes of calculating filing fee only. This calculation
assumes the purchase of 511,165 shares of common stock of Foodarama
Supermarkets, Inc. at the tender offer price of $53 per share of common stock.
The transaction value also takes into account 4,000 stock options outstanding
not held by the filing persons listed above.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5 for
fiscal year 2006 issued by the Securities and Exchange Commission, equals
$107.00 per million of transaction value, or $2,922.

|X|   Check the 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:        $2,922
                                        ------------------------------
            Form or Registration No.:      Schedule TO
                                        ------------------------------
            Filing Party:                  Same as Above
                                        ------------------------------
            Date Filed:                    May 9, 2006
                                        ------------------------------

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

Check the appropriate boxes below to designate any transactions to which the
statement relates:

            |X|   third-party tender offer subject to Rule 14d-l.

            |_|   issuer tender offer subject to Rule 13e-4.

            |_|   going-private transaction subject to Rule 13e-3.

            |_|   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|



                                  INTRODUCTION

      This  Amendment  No. 3 to Tender  Offer  Statement  on  Schedule  TO (this
"Amendment")  is being  filed by  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   Supermarkets,   Inc.
("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"),  and the members of the Purchaser
Group.

      This  Amendment  relates to the offer by the  Purchaser to purchase all of
the outstanding shares of Foodarama common stock, $1.00 par value per share (the
"Shares"),  not currently  owned by the Purchaser  Group,  at a price of $53 per
Share,  in cash,  upon the terms and subject to the  conditions set forth in the
Offer to Purchase,  attached as Exhibit (a)(1)(i) to Amendment No. 2 to Schedule
TO, filed by the  Purchaser  and the  Purchaser  Group with the  Securities  and
Exchange Commission (the "SEC") on June 16, 2006 (the "Offer to Purchase"),  and
the related Letter of Transmittal,  attached thereto as Exhibit  (a)(1)(ii) (the
"Letter of  Transmittal")  (the Offer to Purchase and the Letter of  Transmittal
collectively  constitute the "Tender Offer").  The Tender Offer is being made in
connection  with a "going  private"  transaction  which will result in Foodarama
ceasing to be a publicly traded company.

      The  information  set  forth  in the  Offer  to  Purchase,  including  all
appendices thereto,  is expressly  incorporated by reference into this Amendment
in its entirety,  and responses to each item in this  Amendment are qualified in
their entirety by the provisions of the Offer to Purchase.


                                       3


Items 1 - 11.

      This Amendment  hereby amends and supplements the Schedule TO filed by the
Purchaser  and the  Purchaser  Group with the SEC on June 16, 2006 by adding the
following disclosure, as appropriate, for Items 1 - 11 thereof:

      On July 20,  2006,  Foodarama  and the  Purchaser  issued a press  release
announcing the results of the Tender Offer.  Based upon preliminary  information
provided by American  Stock  Transfer & Trust  Company,  the  depositary for the
Tender Offer, a total of 416,666 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 all shares held by the
members of the Purchaser Group,  represent  approximately 91% of the outstanding
common stock of Foodarama.

      Foodarama  also announced  that at a special  meeting of its  shareholders
held on July  19,  2006,  Foodarama's  shareholders  approved  a share  exchange
between   Foodarama  and  its  wholly  owned  subsidiary,   FSM-Delaware,   Inc.
("FSM-Delaware"),  which had been proposed in connection  with the Tender Offer.
As a result  of these  events,  Purchaser  expects  that all  conditions  to the
purchase of shares in the Tender Offer will soon be satisfied and plans to close
the  financing it has arranged to purchase the Shares in the Tender Offer and to
proceed  to accept  and  promptly  pay for the  Shares  tendered  for  purchase.
Immediately  after the Tender Offer is completed,  Foodarama  will implement the
share exchange whereby each outstanding  share of Foodarama common stock will be
exchanged for one share of common stock of FSM-Delaware. The share exchange will
be immediately  followed by the merger of FSM-Delaware  with and into Purchaser.
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  received  in the share  exchange,  subject to their
right to seek  appraisal  rights under  Delaware law.  These  transactions  will
result in Foodarama  becoming a wholly owned subsidiary of Purchaser and ceasing
to be a publicly traded company.

      The full text of the press release is filed as Exhibit  (a)(1)(xi) to this
Amendment and is incorporated herein.

Item 12. Exhibits.

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

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

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

(a)(1)(iii)       Notice of Guaranteed  Delivery,  incorporated  by reference to
                  Exhibit (a)(1)(iii) to Schedule TO, filed by the Purchaser


                                       4


                  and the Purchaser Group with the SEC on June 16, 2006.

(a)(1)(iv)        Letter of Information  from the Information  Agent to Brokers,
                  Dealers, Commercial Banks, Trust Companies and Other Nominees,
                  incorporated  by reference to Exhibit  (a)(1)(iv)  to Schedule
                  TO, filed by the Purchaser  and the  Purchaser  Group with the
                  SEC on June 16, 2006.

(a)(1)(v)         Letter to  Clients  for use by  Brokers,  Dealers,  Commercial
                  Banks,  Trust  Companies and Other  Nominees,  incorporated by
                  reference  to Exhibit  (a)(1)(v)  to Schedule TO, filed by the
                  Purchaser  and the  Purchaser  Group  with the SEC on June 16,
                  2006.

(a)(1)(vi)        Guidelines for Certification of Taxpayer Identification Number
                  on Substitute  Form W-9,  incorporated by reference to Exhibit
                  (a)(1)(vi)  to Schedule  TO,  filed by the  Purchaser  and the
                  Purchaser Group with the SEC on June 16, 2006.

(a)(1)(vii)       Letter to  Shareholders,  incorporated by reference to Exhibit
                  (a)(1)(vii)  to Schedule  TO, filed by the  Purchaser  and the
                  Purchaser Group with the SEC on June 16, 2006.

(a)(1)(viii)      Press  Release  issued by  Foodarama  relating  to the  Tender
                  Offer,  incorporated  by reference to Exhibit 99.2 to Schedule
                  TO, filed by the Purchaser  and the  Purchaser  Group with the
                  SEC on December 2, 2005.

(a)(1)(ix)        Proposal   Letter  to  Foodarama,   dated  December  1,  2005,
                  incorporated  by  reference  to Exhibit  99.1 to Schedule  TO,
                  filed by the Purchaser and the Purchaser Group with the SEC on
                  December 2, 2005.

(a)(1)(x)         Press Release issued by Purchaser  announcing the commencement
                  of the Tender  Offer,  incorporated  by  reference  to Exhibit
                  (a)(1)(x)  to  Schedule  TO,  filed by the  Purchaser  and the
                  Purchaser Group with the SEC on June 16, 2006.

(a)(1)(xi)        Press Release issued by Foodarama and Purchaser announcing the
                  results  of the  Tender  Offer and the  approval  of the share
                  exchange.

(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.

(b)               Amended and Restated  Commitment Letter,  dated as of November
                  23, 2005, issued by GMAC Commercial Finance LLC,  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.


                                       5


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

(d)(2)(i)         Tender Offer and Support Agreement, dated as of March 2, 2006,
                  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 contained in Amendment No.
                  3  to   Registration   Statement   on  Form   S-4,   filed  by
                  FSM-Delaware, Inc. with the SEC on June 13, 2006.

(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.


                                       6


(g)               None.

(h)               None.

Item 13. Information Required by Schedule 13E-3.

      The  information  called  for by this  Item is  being  filed  with the SEC
concurrently  herewith  under  the  cover  of  Amendment  No.  2 to  Rule  13e-3
Transaction  Statement on Schedule  13E-3 by Saker  Holdings  Corp.,  Richard J.
Saker,  Joseph J. Saker,  Joseph J. Saker,  Jr.,  Thomas A. Saker and the Joseph
Saker Family Partnership, L.P.


                                       7


                                   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 20, 2006                      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


                                           /s/ Gloria Saker
                                           -------------------------------------
                                           Gloria Saker


                                           /s/ Nadine Saker Mockler
                                           -------------------------------------
                                           Nadine Saker Mockler


                                           /s/ Denise Saker Marder
                                           -------------------------------------
                                           Denise Saker Marder


                                           /s/ Richard James Saker
                                           -------------------------------------
                                           Richard James Saker

                                           Joseph Saker Family Partnership, L.P.
                                       By: The Saker Family Corporation


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



                                  EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION
-----------       -----------

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

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

(a)(1)(iii)       Notice of Guaranteed  Delivery,  incorporated  by reference to
                  Exhibit (a)(1)(iii) to Schedule TO, filed by the Purchaser and
                  the Purchaser Group with the SEC on June 16, 2006.

(a)(1)(iv)        Letter of Information  from the Information  Agent to Brokers,
                  Dealers, Commercial Banks, Trust Companies and Other Nominees,
                  incorporated  by reference to Exhibit  (a)(1)(iv)  to Schedule
                  TO, filed by the Purchaser  and the  Purchaser  Group with the
                  SEC on June 16, 2006.

(a)(1)(v)         Letter to  Clients  for use by  Brokers,  Dealers,  Commercial
                  Banks,  Trust  Companies and Other  Nominees,  incorporated by
                  reference  to Exhibit  (a)(1)(v)  to Schedule TO, filed by the
                  Purchaser  and the  Purchaser  Group  with the SEC on June 16,
                  2006.

(a)(1)(vi)        Guidelines for Certification of Taxpayer Identification Number
                  on Substitute  Form W-9,  incorporated by reference to Exhibit
                  (a)(1)(vi)  to Schedule  TO,  filed by the  Purchaser  and the
                  Purchaser Group with the SEC on June 16, 2006.

(a)(1)(vii)       Letter to  Shareholders,  incorporated by reference to Exhibit
                  (a)(1)(vii)  to Schedule  TO, filed by the  Purchaser  and the
                  Purchaser Group with the SEC on June 16, 2006.

(a)(1)(viii)      Press  Release  issued by  Foodarama  relating  to the  Tender
                  Offer,  incorporated  by reference to Exhibit 99.2 to Schedule
                  TO, filed by the Purchaser  and the  Purchaser  Group with the
                  SEC on December 2, 2005.

(a)(1)(ix)        Proposal   Letter  to  Foodarama,   dated  December  1,  2005,
                  incorporated  by  reference  to Exhibit  99.1 to Schedule  TO,
                  filed by the Purchaser and the Purchaser Group with the SEC on
                  December 2, 2005.



(a)(1)(x)         Press Release issued by Purchaser  announcing the commencement
                  of the Tender  Offer,  incorporated  by  reference  to Exhibit
                  (a)(1)(x)  to  Schedule  TO,  filed by the  Purchaser  and the
                  Purchaser Group with the SEC on June 16, 2006.

(a)(1)(xi)        Press Release issued by Foodarama and Purchaser announcing the
                  results  of the  Tender  Offer and the  approval  of the share
                  exchange.

(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.

(b)               Amended and Restated  Commitment Letter,  dated as of November
                  23, 2005, issued by GMAC Commercial Finance LLC,  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.

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

(d)(2)(i)         Tender Offer and Support Agreement, dated as of March 2, 2006,
                  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 contained in Amendment No.
                  3  to   Registration   Statement   on  Form   S-4,   filed  by
                  FSM-Delaware, Inc. with the SEC on June 13, 2006.



(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.

(g)               None.

(h)               None.