UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.  20549
                      _______________
                        FORM  10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 1, 2000
              Commission file number 0-22192

              PERFORMANCE FOOD GROUP COMPANY
(Exact name of Registrant as specified in its charter)

Tennessee                            54-0402940
(State or other jurisdiction         (I.R.S. Employer
of incorporation or organization)    Identification Number)

6800 Paragon Place, Ste. 500
Richmond, Virginia                   23230
(Address of principal executive      (Zip Code)
offices)

Registrant's telephone number,including area code:
                       (804) 285-7340
Securities registered pursuant to Section 12(b) of the Act:
                           None
Securities registered pursuant to Section 12(g) of the Act:

          Common Stock, $.01 par value per share
            Rights to Purchase Preferred Stock
                      (Title of class)

       Indicate   by   check  mark   whether   the
Registrant: (1) has filed all reports required  to
be  filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during  the  preceding  12
months  (or  for  such  shorter  period  that  the
Registrant was required to file such reports), and
(2)  has  been subject to such filing requirements
for the past 90 days.

Yes   X     No

      Indicate  by  check mark  if  disclosure  of
delinquent   filers  pursuant  to  Item   405   of
Regulation S-K is not contained herein,  and  will
not  be contained, to the best of the Registrant's
knowledge,  in  definitive  proxy  or  information
statements incorporated by reference in  Part  III
of this Form 10-K or any amendment to this Form 10-
K.  [  ]

      The  aggregate market value  of  the  voting
stock held by non-affiliates of the Registrant  on
March  28,  2000  was approximately  $300,050,000.
The  market value calculation was determined using
the  closing sale price of the Registrant's common
stock on March 28, 2000, as reported on The Nasdaq
Stock Market.

Shares of common stock, $.01 par value per share,
outstanding on March 28, 2000 were 13,890,108.

        DOCUMENTS INCORPORATED BY REFERENCE

Part of Form 10-K    Documents from which portions
                     are incorporated by reference

Part III             Portions of the Registrant's Proxy
                     Statement     relating   to    the
                     Registrant's  Annual   Meeting  of
                     Shareholders to be held on  May 3,
                     2000 are incorporated by reference
                     into Items 10, 11, 12 and 13.

                 PERFORMANCE FOOD GROUP COMPANY
                    FORM 10-K ANNUAL REPORT

                       TABLE OF CONTENTS

                           Part I
Item 1.  Business.                                          3
     The Company and its Business Strategy                  3
     Customers and Marketing                                3
     Products and Services                                  5
     Suppliers and Purchasing                               5
     Operations                                             6
     Competition                                            8
     Regulation                                             8
     Tradenames                                             8
     Employees                                              9
     Risk Factors                                           9
     Executive Officers                                    11
Item 2.  Properties                                        12
Item 3.  Legal Proceedings                                 13
Item 4.  Submission of Matters to a Vote of Shareholders   13
                          Part II
Item 5.  Market for the Registrant's Common Stock and
         Related Stockholder Matters                       13
Item 6.  Selected  Consolidated  Financial Data            14
Item 7.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations     15
Item 7A. Quantitative and Qualitative Disclosures
         About Market Risk                                 23
Item 8.  Financial Statements and Supplementary Data       23
Item 9.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure            23
                         Part III
Item 10. Directors and Executive Officers of the
         Registrant                                        24
Item 11. Executive Compensation                            24
Item 12. Security Ownership of Certain Beneficial
         Owners and Management                             24
Item 13. Certain Relationships and Related Transactions    24
                         Part IV
Item 14. Exhibits, Financial Statement Schedules and
         Reports on Form 8-K                               24

                PERFORMANCE FOOD GROUP COMPANY

                          PART I

Item 1.   Business.

The Company and its Business Strategy

            Performance  Food  Group  Company  and
subsidiaries   (the   "Company")    markets    and
distributes  a  wide variety  of  food  and  food-
related products to the foodservice, or "away-from-
home  eating," industry.  The foodservice industry
consists    of    two   major   customer    types:
"traditional" foodservice customers, consisting of
independent   restaurants,   hotels,   cafeterias,
schools,    healthcare   facilities   and    other
institutional  customers; and  "multi-unit  chain"
customers,  consisting  of regional  and  national
quick-service   restaurants  and   casual   dining
restaurants. The Company services these  customers
through   three  operating   segments:   broadline
foodservice distribution ("Broadline"); customized
foodservice distribution ("Customized"); and fresh-
cut  produce  processing ("Fresh-Cut").  Broadline
distributes  approximately 25,000 food  and  food-
related products to a combination of approximately
25,000 traditional and multi-unit chain customers.
Broadline  consists of eleven operating  locations
that  independently design their own product  mix,
distribution  routes  and  delivery  schedules  to
accommodate the varying needs of their  customers.
Customized  focuses  on  serving  certain  of  the
Company's  multi-unit chain customers whose  sales
volume,  growth, product mix, service requirements
and  geographic  locations  are  such  that  these
customers  can be more efficiently served  through
centralized    information   systems,    dedicated
distribution  routes  and  relatively  large   and
consistent  orders per delivery.   The  Customized
distribution network covers 50 states and  several
foreign    countries   from   five    distribution
facilities.  Fresh-Cut processes and distributes a
variety  of  fresh  produce primarily  for  quick-
service restaurants mainly in the Southeastern and
Southwestern United States.

        The  Company's  business  strategy  is  to
continue  to  grow  its  foodservice  distribution
business through internal growth and acquisitions.
The  Company's  internal  growth  strategy  is  to
increase  sales to existing customers and identify
new  customers for whom the Company can act as the
principal  supplier. The Company also  intends  to
consider,    from   time   to   time,    strategic
acquisitions  of  other  foodservice  distribution
companies  to  further penetrate existing  markets
and  expand into new markets. Finally, the Company
strives  to  achieve  higher productivity  in  its
existing operations.

        The  Company uses a 52/53 week fiscal year
ending  on  the Saturday closest to  December  31.
The fiscal years ended January 1, 2000, January 2,
1999 and December 27, 1997, referred to herein  as
1999, 1998 and 1997, respectively, were 52, 53 and
52  week  years.  As a result of the  merger  with
NorthCenter  Foodservice  Corporation  ("NCF")  on
February  26,  1999,  the  consolidated  financial
statements for years prior to the combination have
been  restated to include the accounts and results
of operations of NCF.

Customers and Marketing

         The  Company  believes  that  foodservice
customers select a distributor based on timely and
accurate  delivery  of orders, consistent  product
quality,  value added services and price.   Value-
added  services  include  assistance  in  managing
inventories, planning menus and controlling  costs
through increased computer communications and more
efficient deliveries.  In addition, certain of the
Company's larger, multi-unit chain customers  gain
operational efficiency by dealing with one,  or  a
limited number, of foodservice distributors.

         The   Company's  traditional  foodservice
customers include independent restaurants, hotels,
cafeterias,  schools,  healthcare  facilities  and
other   institutional  customers.    The   Company
attempts  to develop long-term relationships  with
these   customers   by   focusing   on   improving
efficiencies  and increasing the average  size  of
deliveries  to  these  customers.   The  Company's
traditional foodservice customers are supported in
this  effort by more than 630 sales and  marketing
representatives  and product  specialists.   Sales
representatives service customers in person or  by
telephone,   accepting  and   processing   orders,
reviewing  account  balances,  disseminating   new
product   information   and   providing   business
assistance  and  advice  where  appropriate.   The
Company  educates the sales representatives  about
the  Company's products and gives them  the  tools
necessary  to  deliver added value  to  the  basic
delivery  of  food and food-related items.   Sales
representatives are generally compensated  through
a  combination of commission and salary  based  on
several  factors  relating  to  profitability  and
collections.   These  representatives  use  laptop
computers to assist customers by entering  orders,
checking  product availability,  and  pricing  and
developing  menu  planning ideas  on  a  real-time
basis.  No single traditional foodservice customer
accounted  for  more  than  2%  of  the  Company's
consolidated net sales in 1999.

          The   Company's   principal   multi-unit
customers  are generally franchisees or corporate-
owned  units  of family dining, casual  theme  and
quick-service   restaurants.    These    customers
include   two   rapidly   growing   casual   theme
restaurant  concepts, Cracker Barrel  Old  Country
Stores,   Inc.  ("Cracker  Barrel")  and   Outback
Steakhouse,   Inc.   ("Outback"),   as   well   as
approximately  2,900  Wendy's,  Subway,   Kentucky
Fried  Chicken, Dairy Queen, Popeye's and Church's
quick-service  restaurants.  The  Company's  sales
programs  to  multi-unit  customers  tend  to   be
tailored to the individual customer and include  a
more  specialized product offering than the  sales
programs for the Company's traditional foodservice
customers.   Sales  to  multi-unit  customers  are
typically  high  volume, low  gross  margin  sales
which  require  fewer, but larger deliveries  than
those to traditional foodservice customers.  These
programs  offer operational and cost  efficiencies
for  both the customer and the Company and  result
in  reduced operating expenses as a percentage  of
sales   which  compensate  for  the  lower   gross
margins.   The Company's multi-unit customers  are
supported    primarily   by   dedicated    account
representatives who are responsible  for  ensuring
that  customers' orders are properly  entered  and
filled.   In addition, higher levels of management
assist  in  identifying new  potential  multi-unit
customers    and   managing   long-term    account
relationships.   Two  of the Company's  multi-unit
customers, Cracker Barrel and Outback, account for
a    significant   portion   of   the    Company's
consolidated  net  sales.  Net  sales  to  Cracker
Barrel   accounted  for  17%,  18%  and   21%   of
consolidated  net sales for 1999, 1998  and  1997,
respectively.  Net sales to Outback accounted  for
16%,  15%  and 15% of consolidated net  sales  for
1999, 1998 and 1997, respectively.  No other multi-
unit  customer accounted for more than 7%  of  the
Company's consolidated net sales in 1999.

        The  Company's fresh-cut produce  business
provides  processed  produce,  including   salads,
sandwich  lettuce  and  cut tomatoes,  for  quick-
service   restaurants   and  other   institutional
accounts.    The   Company   develops   innovative
products  and  processing  techniques  to   reduce
costs,  improve product quality and reduce  price.
The  Company's customers for its fresh-cut produce
products include more than 13,000 McDonald's, Taco
Bell,  Burger  King, Pizza Hut,  Subway,  Kentucky
Fried Chicken, Popeye's and Church's restaurants.

Products and Services

        The  Company distributes more than  25,000
national  brand and private label food  and  food-
related   products  to  over  25,000   foodservice
customers.  These items include a broad  selection
of    "center-of-the-plate,"   canned   and    dry
groceries,  frozen foods, refrigerated  and  dairy
products,  paper  products and cleaning  supplies,
fresh-cut produce, restaurant equipment and  other
supplies.  The Company's controlled brands include
items marketed under the Pocahontas, Healthy  USA,
Premium  Recipe,  Colonial  Tradition,  Raffinato,
Gourmet Table and AFFLAB specialty lines, as  well
as   fresh-cut  produce  products  purchased   and
processed  by the Company and marketed  under  the
Fresh Advantage label.

        The  Company provides customers with other
value-added services in the form of assistance  in
managing  inventories, menu planning and improving
efficiency and profitability. As described  below,
the   Company   also  provides   procurement   and
merchandising   services  to   approximately   150
independent foodservice distributors, a number  of
independent  paper distributors, as  well  as  the
Company's   own   distribution   network.    These
procurement  and  merchandising  services  include
negotiating  vendor supply agreements and  quality
assurance  related to the Company's private  label
and national branded products.

         The   following  table  sets  forth   the
percentage of the Company's consolidated net sales
by product and service category in 1999:

                                           Percentage of Net
                                            Sales for 1999

   Center-of-the-plate                             29%
   Canned and dry groceries                        22
   Frozen foods                                    17
   Refrigerated and dairy products                 13
   Paper products and cleaning supplies             7
   Fresh-cut produce                                6
   Other produce                                    2
   Equipment and supplies                           2
   Vending                                          1
   Procurement, merchandising and other services    1
      Total                                       100%

Suppliers and Purchasing

        The  Company  procures its  products  from
independent    suppliers,   food    brokers    and
merchandisers,   including   its   wholly    owned
subsidiary,    Pocahontas   Foods,    USA,    Inc.
("Pocahontas").     Pocahontas    procures    both
nationally branded items as well as private  label
specialty  items  under the  Company's  controlled
labels.   Independent  suppliers   include   large
national  and  regional  food  manufacturers   and
consumer   products  companies,  meatpackers   and
produce shippers. The Company constantly seeks  to
maximize  its  purchasing  power  through   volume
purchasing. Although each operating subsidiary  is
responsible  for placing its own  orders  and  can
select  the products that appeal most to  its  own
customers,   each  subsidiary  is  encouraged   to
participate  in Company-wide purchasing  programs,
which enable it to take advantage of the Company's
consolidated  purchasing power.  Subsidiaries  are
also   encouraged  to  consolidate  their  product
offerings  to take advantage of volume purchasing.
The  Company  is not dependent on a single  source
for   any  significant  item  and  no  third-party
supplier  represents more than 4% of the Company's
total product purchases.

       Pocahontas selects foodservice products for
its   Pocahontas,  Healthy  USA,  Premium  Recipe,
Colonial  Tradition, Raffinato, Gourmet Table  and
AFFLAB brands and markets these brands, as well as
nationally  branded foodservice products,  to  the
Company's   own   distribution   operations    and
approximately    150    independent    foodservice
distributors  nationwide.  For its  services,  the
Company  receives marketing fees paid by  vendors.
More  than  17,000  of the products  sold  through
Pocahontas are sold under the Company's controlled
brands.  Approximately 550 vendors, located in all
areas of the country, supply products through  the
Pocahontas    distribution    network.     Because
Pocahontas negotiates supply agreements on  behalf
of  its  independent distributors as a group,  the
distributors    that   utilize   the    Pocahontas
procurement and merchandising group enhance  their
purchasing power.

Operations

        Each  of  the  Company's subsidiaries  has
substantial autonomy in its operations, subject to
overall   corporate   management   controls    and
guidance.   The  Company's  corporate   management
provides  centralized direction in  the  areas  of
strategic    planning,   general   and   financial
management,  sales  and merchandising.  Individual
marketing efforts are undertaken at the subsidiary
level  and  most of the Company's name recognition
in  the  foodservice  business  is  based  on  the
tradenames  of  its  individual  subsidiaries.  In
addition, the Company has begun to associate these
local  identities with the Performance Food  Group
name.   Purchasing  is  also  conducted  by   each
subsidiary   separately,  in   response   to   the
individual    needs    of   customers,    although
subsidiaries  are  encouraged  to  participate  in
Company-wide purchasing programs. Each  subsidiary
has  primary  responsibility  for  its  own  human
resources,   governmental   compliance   programs,
principal   accounting,  billing  and  collection.
Financial  information reported by  the  Company's
subsidiaries is consolidated and reviewed  by  the
Company's corporate management.

        Distribution operations are conducted  out
of  twenty-three distribution centers  located  in
Tennessee, New Jersey, Maryland, Georgia, Florida,
Virginia,  Louisiana, Texas,  California,  Kansas,
North  Carolina  and  Maine. Customer  orders  are
assembled in the Company's distribution facilities
and  then  sorted, placed on pallets,  and  loaded
onto  trucks  and  trailers in delivery  sequence.
Deliveries  covering long distances  are  made  in
large  tractor-trailers that are generally  leased
by   the   Company.  Deliveries   within   shorter
distances  are  made in trucks, which  are  either
leased  or owned by the Company.  Certain  of  the
Company's  larger multi-unit chain  customers  are
serviced  using  dedicated  trucks  due   to   the
relatively large and consistent deliveries and the
geographic  distribution of these rapidly  growing
customers.  Some trucks and delivery trailers used
by   the   Company   have  separate   temperature-
controlled  compartments. The Company  utilizes  a
computer  system to design the least costly  route
sequence for the delivery of its products.

<TABLE>
<CAPTION>
The following table summarizes certain information
regarding the Company's principal operations:

                                                        Approx.
                                                        Number of
                                                        Customer
                               Principal    Number      Locations
                   Principal   Types of     of          Currently
                   Region(s)   Business     Facilities  Served     Major Customers
<S>                <C>         <C>          <C>         <C>        <C>
Kenneth O. Lester  Nationwide  Foodsevice    5           1,500     Cracker Barrel, Outback, Don Pablo's,
Company, Inc.                  distribution                        Hops, Carraba's, Copeland's, Wendy's,
Lebanon, TN                                                        Harrigans and other restaurants, healthcare
                                                                   facilities and schools

Caro Foods, Inc.   South       Foodservice   1           2,100     Wendy's, Popeye's, Church's and other
Houma, LA                      distribution                        restaurants, healthcare facilities and schools

Milton's           South       Foodservice   1           5,000     Subway, Zaxby's and other restaurants,
Foodservice, Inc.  and         distribution                        healthcare facilities and schools
Atlanta, GA        Southeast

PFG Florida        Florida     Foodservice   1            2,300    Restaurants, healthcare facilities and schools
Division                       distribution
(formerly B&R
Foods Division)
Tampa, FL

Hale Brothers/     Tennessee,  Foodservice   1            1,100     Healthcare facilities, restaurants and schools
Summit, Inc.       Virginia    distribution
Morristown, TN     and
                   Kentucky

PFG - Lester       South       Foodservice   1            2,000     Wendy's and other restaurants, healthcare
Broadline, Inc.                distribution                         facilities and schools
Lebanon, TN

Performance        South       Foodservice   2            4,800     Popeye's, Church's, Subway, Kentucky Fried
Food Group of      and         distribution                         Chicken, Dairy Queen and other restaurants,
Texas, LP          Southwest                                        healthcare facilities and schools
Temple, TX

W. J. Powell       Georgia,    Foodservice   1             2,500    Restaurants, healthcare facilities and schools
Company, Inc.      Florida     distribution
Thomasville, GA    and
                   Alabama

AFI Food Service   New         Foodservice   2             2,800    Restaurants, healthcare facilities and schools
Distributors,      Jersey      distribution
Inc.               and metro
Elizabeth, NJ      New York
                   area

Pocahontas         Nationwide  Procurement    1               150   Independent foodservice distributors and vendors
Foods, USA,                    and
Inc.                           merchandising
Richmond, VA

Affiliated         Nationwide  Procurement    1               300   Independent paper distributors
Paper Companies,               and
Inc.                           merchandising
Tuscaloosa, AL

Virginia           Virginia    Foodservice    2             1,000   Restaurants and healthcare facilities
Foodservice                    distribution
Group, Inc.
Richmond, VA

NorthCenter        Maine       Foodservice    1             2,000   Restaurants, healthcare facilities and schools
Foodservice                    distribution
Corporation
Augusta, ME

Fresh Advantage,   Southeast   Fresh-cut      5            13,000   Distributors for several multi-unit chain
Inc.               and         produce                              restaurants including Burger King, Kentucky
Dallas, TX         Southwest                                        Fried Chicken, McDonald's, Pizza Hut, Taco Bell,
                                                                    Subway and other restaurants, healthcare facilities
                                                                    and schools.
</TABLE>
Competition

        The  foodservice distribution industry  is
highly  competitive.  The  Company  competes  with
numerous smaller distributors on a local level, as
well   as   with  a  few  national   or   regional
foodservice    distributors.   Some    of    these
distributors have substantially greater  financial
and  other  resources than the  Company.  Although
large  multi-unit chain customers  usually  remain
with  one or more distributors over a long  period
of   time,  bidding  for  long-term  contracts  or
arrangements    is    highly    competitive    and
distributors  may  market  their  services  to   a
particular chain of restaurants over a long period
of  time  before they are invited to bid.  In  the
fresh-cut    produce   area   of   the   business,
competition  comes mainly from smaller processors,
although    the    Company   encounters    intense
competition  from  larger  national  and  regional
processors   when   selling   produce   to   chain
restaurants.   Management   believes   that   most
purchasing  decisions in the foodservice  business
are  based on the quality of the product,  on  the
distributor's ability to completely and accurately
fill  orders, on providing timely deliveries,  and
on price.

Regulation

        The  Company's operations are  subject  to
regulation  by state and local health departments,
the  U.S.  Department of Agriculture and the  Food
and  Drug  Administration, which generally  impose
standards for product quality and sanitation.  The
Company's  facilities are generally  inspected  at
least    annually   by   state   and/or    federal
authorities.  In addition, the Company is  subject
to  regulation  by  the  Environmental  Protection
Agency with respect to the disposal of waste water
and the handling of chemicals used in cleaning.

        The  Company's relationship with its fresh
food  suppliers  with respect to the  grading  and
commercial  acceptance  of  product  shipments  is
governed  by  the Federal Produce and Agricultural
Commodities  Act,  which specifies  standards  for
sale,   shipment,  inspection  and  rejection   of
agricultural  products.   The  Company   is   also
subject  to  regulation by state  authorities  for
accuracy of its weighing and measuring devices.

         Certain  of  the  Company's  distribution
facilities   have  underground  and   above-ground
storage  tanks for diesel fuel and other petroleum
products which are subject to laws regulating such
storage  tanks.  Such laws have not had a material
adverse   effect  on  the  capital   expenditures,
earnings  or  the  competitive  position  of   the
Company.

        Management believes that the Company is in
substantial   compliance   with   all   applicable
government regulations.

Tradenames

         Except  for  the  Pocahontas  and   Fresh
Advantage tradenames, the Company does not own  or
have  the  right  to  use any  patent,  trademark,
tradename,  license, franchise or concession,  the
loss of which would have a material adverse effect
on the operations or earnings of the Company.

Employees

        As  of  January 1, 2000, the  Company  had
approximately 4,200 full-time employees, including
approximately  1,200 in management, marketing  and
sales    and    the   remainder   in   operations.
Approximately  100 of the Company's employees  are
represented by a union or a collective  bargaining
unit. The Company considers its employee relations
to be satisfactory.

Risk Factors

         In  connection  with  the  "safe  harbor"
provisions  of  the Private Securities  Litigation
Reform  Act of 1995, the Company is including  the
following    cautionary   statements   identifying
important  factors that could cause the  Company's
actual  results  to differ materially  from  those
projected  in  forward looking statements  of  the
Company made by, or on behalf of, the Company.

        Low Margin Business; Economic Sensitivity.
The foodservice distribution industry generally is
characterized  by  relatively  high  volumes  with
relatively  low  profit  margins.   A  significant
portion of the Company's sales are at prices  that
are  based  on  product  cost  plus  a  percentage
markup.  As a result, the Company's profit  levels
may  be negatively impacted during periods of food
price  deflation  even though the Company's  gross
profit   percentage  may  remain  constant.    The
foodservice industry is also sensitive to national
and  regional economic conditions, and the  demand
for  foodservice products supplied by the  Company
has  been adversely affected from time to time  by
economic  downturns.  In addition,  the  Company's
operating  results are particularly sensitive  to,
and  may  be  materially  adversely  impacted  by,
difficulties with the collectibility  of  accounts
receivable,  inventory control, competitive  price
pressures  and  unexpected increases  in  fuel  or
other transportation-related costs.  There can  be
no assurance that one or more of such factors will
not  adversely  affect future  operating  results.
The  Company  has experienced losses  due  to  the
uncollectibility  of accounts  receivable  in  the
past  and  could  experience such  losses  in  the
future.

        Reliance on Major Customers.  The  Company
derives  a  substantial portion of its  net  sales
from  customers  within the  restaurant  industry,
particularly  certain rapidly  growing  multi-unit
chain  customers.  Net sales to units  of  Cracker
Barrel  accounted  for 17%, 18%  and  21%  of  the
Company's consolidated net sales in 1999, 1998 and
1997,  respectively.  Sales to  Outback  accounted
for 16%, 15% and 15% of the Company's consolidated
net  sales  in  1999, 1998 and 1997, respectively.
The  Company has no written assurance from any  of
its customers as to the level of future sales.   A
material  decrease in sales to any of the  largest
customers  of  the Company would have  a  material
adverse impact on the Company's operating results.
The  Company has been the primary supplier of food
and  food-related products to Cracker Barrel since
1975.  See "Business - Customers and Marketing."

       Acquisitions.  A significant portion of the
Company's  historical  growth  has  been  achieved
through    acquisitions   of   other   foodservice
distributors,  and the Company's  growth  strategy
includes additional acquisitions.  There can be no
assurance  that the Company will be able  to  make
successful    acquisitions    in    the    future.
Furthermore, there can be no assurance that future
acquisitions will not have an adverse effect  upon
the  Company's operating results, particularly  in
quarters immediately following the consummation of
such  transactions  while the  operations  of  the
acquired  business are being integrated  into  the
Company's  operations.  Following the  acquisition
of other businesses in the future, the Company may
decide  to  consolidate  the  operations  of   any
acquired business with existing operations,  which
may  result in the establishment of provisions for
consolidation.   To  the  extent   the   Company's
expansion is dependent upon its ability to  obtain
additional financing for acquisitions,  there  can
be  no assurance that the Company will be able  to
obtain financing on acceptable terms.

        Management  of  Growth.  The  Company  has
rapidly  expanded its operations since  inception.
This growth has placed significant demands on  its
administrative,    operational    and    financial
resources.   The planned continued growth  of  the
Company's  customer base and its services  can  be
expected to continue to place a significant demand
on  its  administrative, operational and financial
resources.   The Company's future performance  and
profitability will depend in part on  its  ability
to  successfully  implement  enhancements  to  its
business management systems and to adapt to  those
systems as necessary to respond to changes in  its
business.    Similarly,  the  Company's  continued
growth  creates  a  need  for  expansion  of   its
facilities  from  time to time.   As  the  Company
nears  maximum  utilization of a  given  facility,
operations  may  be constrained and inefficiencies
may   be  created  which  could  adversely  affect
operating  results until such time as either  that
facility  is  expanded  or volume  is  shifted  to
another facility.  Conversely, as the Company adds
additional   facilities   or   expands    existing
facilities,  excess capacity may be created  until
the  Company  is able to expand its operations  to
utilize  the  additional  capacity.   Such  excess
capacity  may  also create certain  inefficiencies
and adversely affect operating results.

         Competition.   The  Company  operates  in
highly competitive markets, and its future success
will  be  largely  dependent  on  its  ability  to
provide   quality   products   and   services   at
competitive  prices.   The  Company's  competition
comes    primarily    from    other    foodservice
distributors and produce processors.  Some of  the
Company's  competitors have substantially  greater
financial and other resources than the Company and
may   be  better  established  in  their  markets.
Management believes that competition for sales  is
largely  based  on the quality and reliability  of
products  and  services and, to a  lesser  extent,
price.  See "Business - Competition."

        Dependence  on Senior Management  and  Key
Employees.   The  Company's  success  is   largely
dependent on the skills, experience and efforts of
its  senior  management.  The loss of services  of
one  or  more  of the Company's senior  management
could  have  a  material adverse effect  upon  the
Company's  business and development.  In addition,
the Company depends to a substantial degree on the
services of certain key employees.  The ability to
attract  and  retain qualified  employees  in  the
future will be a key factor in the success of  the
Company.

        Volatility  of  Market  Price  for  Common
Stock.  From time to time there may be significant
volatility  in the market price for the  Company's
common stock.  Quarterly operating results of  the
Company  or other distributors of food and related
goods,  changes  in  general  conditions  in   the
economy,   the  financial  markets  or  the   food
distribution or food services industries,  natural
disasters  or  other  developments  affecting  the
Company or its competitors could cause the  market
price   of   the   common   stock   to   fluctuate
substantially.  In addition, in recent  years  the
stock  market  has experienced extreme  price  and
volume  fluctuations.  This volatility has  had  a
significant  effect  on  the  market   prices   of
securities  issued by many companies  for  reasons
unrelated to their operating performance.

Executive Officers

        The  following  table sets  forth  certain
information  concerning the executive officers  of
the Company as of January 1, 2000:

  Name             Age   Position
  Robert C. Sledd   47   Chairman, Chief Executive Officer
                         and Director
  C. Michael Gray   50   President, Chief Operating Officer
                         and Director
  Roger L. Boeve    61   Executive Vice President and Chief
                         Financial Officer
  Thomas Hoffman    60   Senior Vice President
  David W. Sober    67   Vice President of Human Resources
                         and Secretary


        Robert C. Sledd has served as Chairman  of
the Board of Directors since February 1995 and has
served  as Chief Executive Officer and a  director
of  the  Company since 1987.  Mr. Sledd served  as
President  of  the Company from 1987  to  February
1995.   Mr.  Sledd  has served as  a  director  of
Taylor & Sledd Industries, Inc., a predecessor  of
the  Company, since 1974, and served as  President
and  Chief Executive Officer of that Company  from
1984 to 1987.  Mr. Sledd also serves as a director
of   SCP   Pool   Corporation   and   Eskimo   Pie
Corporation.

       C. Michael Gray has served as President and
Chief  Operating  Officer  of  the  Company  since
February 1995 and has served as a director of  the
Company  since 1992.  Mr. Gray served as President
of  Pocahontas from 1981 to 1995.   Mr.  Gray  had
been employed by Pocahontas since 1975, serving as
Marketing Manager and Vice President of Marketing.
Prior to joining Pocahontas, Mr. Gray was employed
by the Kroger Company as a produce buyer.

       Roger L. Boeve has served as Executive Vice
President  and  Chief  Financial  Officer  of  the
Company since 1988.  Prior to that date, Mr. Boeve
served  as  Executive  Vice  President  and  Chief
Financial    Officer   for   The    Murray    Ohio
Manufacturing   Company  and  as  Corporate   Vice
President and Treasurer for Bausch and Lomb.   Mr.
Boeve is a certified public accountant.

        Thomas  Hoffman has served as Senior  Vice
President of the Company since February 1995.  Mr.
Hoffman has also served as President of Kenneth O.
Lester Company, Inc., a wholly owned subsidiary of
the  Company,  since 1989.  Prior to  joining  the
Company  in 1989, Mr. Hoffman served in  executive
capacities  at  Booth  Fisheries  Corporation,   a
subsidiary  of Sara Lee Corporation,  as  well  as
C.F.S.   Continental,  Miami   and   International
Foodservice, Miami, two foodservice distributors.

       David W. Sober has served as Vice President
for Human Resources since 1987 and as Secretary of
the Company since March 1991.  Mr. Sober served as
Vice  President for Purchasing of the Company from
March  1991  to  July 1994.  Mr. Sober  served  as
Corporate Vice President and Secretary for  Taylor
&  Sledd  Industries, Inc., a predecessor  of  the
Company,  during 1986 and 1987.   Mr.  Sober  held
various  positions  in  other  companies  in   the
wholesale  and  retail food industries,  including
approximately 30 years with the A&P grocery  store
chain.    Mr.  Sober  retired  from  the   Company
effective March 4, 2000.

Item 2.   Properties.
<TABLE>
<CAPTION>
        The  following table presents  information
regarding   the   primary  real   properties   and
facilities  of  the  Company  and  its   operating
subsidiaries and division:

                          Approx.                                      Owned/Leased
                          Area in                                      (Expiration
Location                  Sq. Ft.  Principal Uses                      Date if Leased)
<S>                       <C>      <C>                                 <C>
Performance Food Group
Company
  Richmond, VA              9,000   Corporate offices                   Leased (2000)
  Tampa, FL (PFG Florida  135,000   Administrative offices,product      Owned
  Division)                         inventory and distribution

Kenneth O. Lester
Company, Inc.
  Lebanon, TN              20,000   Aministrative offices               Owned
  Lebanon, TN             222,000   Product inventory and distribution  Owned
  Gainesville, FL         160,000   Product inventory and distribution  Owned
  McKinney, TX            163,000   Product inventory and distribution  Owned
  Belcamp, MD              73,000   Product inventory and distribution  Leased (2001)
  Bakersfield, CA             900   Administrative offices              Leased (2001)

Caro Foods, Inc.
  Houma, LA               120,000   Administrative offices, product     Owned
                                    inventory and distribution
Hale Brothers/
Summit, Inc.
  Morristown, TN           74,000   Administrative offices, product     Owned
                                    inventory and distribution
PFG-Lester,
Broadline, Inc.
  Lebanon, TN             160,000   Product inventory and               Leased (2002)
                                    distribution

Pocahontas Foods,
USA, Inc.
  Richmond, VA            116,000   Administrative offices, product     Leased (2004)
                                    inventory and distribution

Milton's Foodservice,
Inc.                      160,000   Administrative offices, product     Owned
  Atlanta, GA                       inventory and distribution

Performance Food Group
of Texas, LP
  Temple, TX              290,000   Administrative offices, product     Leased (2002)
                                    inventory and distribution

  Victoria, TX            250,000   Product inventory and               Owned
                                    distribution

W. J. Powell Company,
Inc.                      75,000    Administrative offices, product     Owned
  Thomasville, GA                   inventory and distribution

AFI Food Service
Distributors, Inc.
  Elizabeth, NJ          160,000    Administrative offices, product     Leased (2024)
                                    inventory and distribution

  Newark, NJ              21,000    Meat processing                     Leased (2001)

Affiliated Paper
Companies, Inc.
  Tuscaloosa, AL          16,000    Administrative offices              Leased (2003)

Virginia Foodservice
Group, Inc.
  Richmond, VA           100,000   Administrative offices, product      Leased (2013)
                                   inventory and distribution

  Norfolk, VA             18,000   Meat processing                      Owned

NorthCenter Foodservice
Corporation
  Augusta, ME            123,000   Administrative offices, product      Owned
                                   inventory and distribution

Fresh Advantage, Inc.
  Forest Park, GA         63,000   Produce processing and repacking     Leased (2000)
  Kansas City, KS         43,000   Produce processing                   Owned
  Raleigh, NC             36,000   Produce repacking                    Leased (2001)
  Houma, LA               45,000   Produce processing                   Owned
  Grand Prairie, TX       66,000   Produce processing                   Leased (2000)
</TABLE>

Item 3.  Legal Proceedings.

        From  time to time the Company is involved
in  routine  litigation  and  proceedings  in  the
ordinary course of business.  The Company does not
have  pending  any litigation or  proceeding  that
management  believes will have a material  adverse
effect upon the Company.

Item 4.  Submission of Matters to a Vote of
         Shareholders.

        No matters were submitted to a vote of the
shareholders  during  the  fourth  quarter   ended
January 1, 2000.

                      PART II

Item 5.  Market for the Registrant's Common Stock
         and Related Stockholder Matters.

       The prices in the table below represent the
high and low sales prices for the Company's common
stock  as reported by the Nasdaq National  Market.
As  of  March  28,  2000, the  Company  had  1,996
shareholders  of  record and  approximately  3,800
additional  shareholders based on an  estimate  of
individual  participants represented  by  security
position  listings.  No cash dividends  have  been
declared, and the present policy of the  Board  of
Directors  is  to retain all earnings  to  support
operations and to finance expansion.

                                1999
                        High           Low
First Quarter          $30.50         $23.63
Second Quarter          28.63          23.25
Third Quarter           28.63          24.38
Fourth Quarter          28.00          20.75
For the Year            30.50          20.75

                                1998
                        High           Low
First Quarter          $24.00         $15.63
Second Quarter          21.50          18.38
Third Quarter           22.25          17.63
Fourth Quarter          29.13          19.88
For the Year            29.13          15.63

<TABLE>
<CAPTION>
Item 6.  Selected Consolidated Financial Data

(Dollar amounts in thousands, except per share amounts)     1999          1998         1997       1996       1995
<S>                                                      <C>          <C>          <C>          <C>        <C>
STATEMENT OF EARNINGS DATA:
Net sales                                               $ 2,055,598  $ 1,721,316  $ 1,331,002  $ 864,219  $ 739,744
Cost of goods sold                                        1,773,632    1,491,079    1,159,593    740,009    631,249
           Gross profit                                     281,966      230,237      171,409    124,210    108,495
Operating expenses                                          242,625      198,646      146,344    103,568     91,334
           Operating profit                                  39,341       31,591       25,065     20,642     17,161
Other income (expense):
   Interest expense                                          (5,388)      (4,411)      (2,978)    (1,346)    (3,411)
   Nonrecurring merger expenses                              (3,812)           -            -          -          -
   Gain on sale of investment                                   768            -            -          -          -
   Other, net                                                   342          195          111        176         14
           Other expense, net                                (8,090)      (4,216)      (2,867)    (1,170)    (3,397)
Earnings before income taxes                                 31,251       27,375       22,198     19,472     13,764
Income tax expense                                           12,000        9,965        8,298      7,145      5,293
           Net earnings                                 $    19,251  $    17,410  $    13,900  $  12,327  $   8,471

PER SHARE DATA:
Weighted average common shares outstanding                   13,772       13,398       12,810     12,059     10,040
Basic net earnings per common share                     $      1.40  $      1.30  $      1.09  $    1.02  $    0.84
Pro forma basic net earnings per common share (1)(2)           1.54         1.26         1.07       0.98       0.83
Weighted average common shares and
  dilutive potential shares outstanding                      14,219       13,925       13,341     12,536     10,481
Diluted net earnings per common share                   $      1.35  $      1.25  $      1.04  $    0.98  $    0.81
Pro forma diluted net earnings per common share (1)(2)         1.49         1.21         1.02       0.94       0.80
Book value per share                                    $     13.42  $     11.67  $     10.35  $    8.43  $    5.82

BALANCE SHEET AND OTHER DATA:
Working capital                                         $    70,879  $    63,280  $    60,131  $  49,397  $  35,210
Property, plant and equipment, net                          113,930       93,402       78,006     61,884     57,624
Depreciation and amortization                                14,137       11,501        8,592      6,128      5,873
Capital expenditures                                         26,006       26,663        9,054      9,703     16,751
Total assets                                                462,045      387,712      308,945    202,807    170,573
Short-term debt (including current
 installments of long-term debt)                                703          797          867        814      3,324
Long-term debt                                               92,404       74,305       54,798     16,134     44,660
Shareholders' equity                                        189,344      157,085      137,949    105,468     59,083
Total capital                                           $   282,451  $   232,187  $   193,564  $ 122,416  $ 107,067
Debt-to-capital ratio                                          33.0%        32.3%        28.7%      13.8%      44.8%
Pro forma return on equity (1)(2)                              12.3%        11.4%        11.2%      14.3%      15.5%
P/E ratio                                                      18.1         22.5         20.2       15.6       19.5


(1)  Pro forma adjustments to net earnings per common share and return on equity add back nonrecurring merger expenses
     and adjust income taxes as if NorthCenter Foodservice was taxed as a C-corporation for income tax purposes rather
     than as an S-corporation prior to the merger of NorthCenter Foodservice in February 1999.
(2)  1999 excludes a nonrecurring gain of $768 on the sale of an investment.
</TABLE>

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

     General

     Performance  Food Group Company and subsidiaries (the  "Company")
was  founded  in  1987  as  a  result of the  combination  of  various
foodservice   businesses,  and  has  grown  both  internally   through
increased sales to existing and new customers and through acquisitions
of  existing foodservice distributors. The Company derives its revenue
primarily  from  the  sale of food and food-related  products  to  the
foodservice,  or  "away-from-home eating," industry.  The  foodservice
industry   consists   of  two  major  customer  types:   "traditional"
foodservice customers, consisting of independent restaurants,  hotels,
cafeterias,  schools,  healthcare facilities and  other  institutional
customers;  and "multi-unit chain" customers, consisting  of  regional
and  national quick-service restaurants and casual dining restaurants.
The Company services these customers through three operating segments:
broadline    foodservice   distribution   ("Broadline");    customized
foodservice   distribution  ("Customized");  and   fresh-cut   produce
processing  ("Fresh-Cut"). Broadline distributes approximately  25,000
food  and  food-related  products to a  combination  of  approximately
25,000  traditional and multi-unit chain customers. Broadline consists
of  eleven  operating locations that independently  design  their  own
product mix, distribution routes and delivery schedules to accommodate
the  varying needs of their customers. Customized focuses  on  serving
certain  of  the  Company's  multi-unit chain  customers  whose  sales
volume,  growth,  product  mix, service  requirements  and  geographic
locations are such that these customers can be more efficiently served
through centralized information systems, dedicated distribution routes
and   relatively  large  and  consistent  orders  per  delivery.   The
Customized  distribution network covers 50 states and several  foreign
countries from five distribution facilities.  Fresh-Cut processes  and
distributes  a  variety of fresh produce primarily  for  quick-service
restaurants mainly in the Southeastern and Southwestern United States.
The  principal  components of the Company's expenses include  cost  of
goods  sold,  which  represents the amount paid to  manufacturers  and
growers  for  products  sold, and operating  expenses,  which  include
primarily   labor-related  expenses,  delivery  costs  and   occupancy
expenses.

      The Company uses a 52/53 week fiscal year ending on the Saturday
closest  to  December 31. Consequently, the Company will  periodically
have  a  53-week fiscal year. The Company's fiscal years ended January
1,  2000, January 2, 1999 and December 27, 1997, herein referred to as
1999, 1998 and 1997, respectively, were 52, 53 and 52-week years.   As
a  result  of  the  merger  with NorthCenter  Foodservice  Corporation
("NCF")  on  February 26, 1999, discussed in Note 4, the  consolidated
financial  statements  for years prior to the  combination  have  been
restated to include the accounts and results of operations of NCF.

RESULTS OF OPERATIONS

     The following table sets forth, for the years indicated, the
components of the consolidated statements of earnings expressed as a
percentage of net sales:

                                  1999      1998      1997
Net sales                        100.0%    100.0%    100.0%
Cost of goods sold                86.3      86.6      87.1
  Gross profit                    13.7      13.4      12.9
Operating expenses                11.8      11.6      11.0
  Operating profit                 1.9       1.8       1.9
Other expense, net                 0.4       0.2       0.2
  Earnings before income taxes     1.5       1.6       1.7
Income tax expense                 0.6       0.6       0.7
  Net earnings                     0.9%      1.0%      1.0%

COMPARISON OF 1999 TO 1998

     Net sales increased 19.4% to $2.06 billion for 1999 compared with
$1.72 billion for 1998. Net sales in the Company's existing operations
increased   14.7%  over  1998,  while  acquisitions   contributed   an
additional  4.7% to the Company's sales growth.  Excluding the  effect
of  the 53rd week in 1998, net sales increased by 21.3% over 1998, and
net sales in the Company's existing operations increased by 16.5% over
1998.  Inflation was insignificant during 1999.

      Gross  profit increased 22.5% to $282.0 million in 1999 compared
with $230.2 million in 1998. Gross profit margin increased to 13.7% in
1999  compared  to 13.4% in 1998. The increase in gross profit  margin
was  due primarily to improved profit margins at many of the Company's
broadline locations.

     Operating expenses increased 22.1% to $242.6 million in 1999 from
$198.6  million  in  1998.  As a percentage of  net  sales,  operating
expenses  increased to 11.8% in 1999 compared with 11.6% in 1998.  The
increase  in operating expenses as a percentage of net sales primarily
reflects  increased  labor costs, including  recruiting  and  training
additional  personnel,  mainly  in the  transportation  and  warehouse
areas,  which  are  an  integral part of  the  Company's  distribution
service.  These  increased  labor costs may  continue  depending  upon
economic  and  labor  conditions in the Company's various  markets  in
which it operates.  Operating expenses were also impacted by the start-
up  of a new Customized distribution facility to service the continued
growth  of certain of the Company's multi-unit chain customers,  which
became operational in mid-1999.

      Operating profit increased 24.5% to $39.3 million in  1999  from
$31.6 million in 1998. Operating profit margin also increased to  1.9%
for 1999 from 1.8% for 1998.

     Other expense increased to $8.1 million in 1999 from $4.2 million
in  1998. In 1999, other expense included $3.8 million of nonrecurring
expenses  related  to  the merger with NCF.   Other  expense  included
interest  expense, which increased to $5.4 million in 1999  from  $4.4
million in 1998. The increase in interest expense was due primarily to
higher  debt  levels as a result of the Company's various acquisitions
and working capital requirements.  Partially offsetting these expenses
in 1999 was a $768,000 gain on the sale of an investment.

      Income tax expense increased 20.4% to $12.0 million in 1999 from
$10.0  million in 1998 as a result of higher pre-tax earnings.   As  a
percentage  of  earnings before income taxes, income tax  expense  was
38.4% in 1999 versus 36.4% in 1998.  The increase in the effective tax
rate was due primarily to the merger with NCF, which was treated as an
S-corporation  for income tax purposes prior to the  merger  with  the
Company.

      Net earnings increased 10.6% to $19.3 million in 1999 from $17.4
million  in 1998. As a percentage of net sales, net earnings decreased
to 0.9% in 1999 from 1.0% in 1998.

COMPARISON OF 1998 TO 1997

      Net  sales increased 29.3% to $1.72 billion for 1998 from  $1.33
billion  for  1997.   Net sales in the Company's  existing  operations
increased   18.0%  over  1997,  while  acquisitions   contributed   an
additional  11.3%  to  the  Company's total  sales  growth.   The  18%
internal sales growth included approximately 2% from the 53rd week  in
the  Company's fiscal year.  Inflation amounted to approximately  1.0%
for 1998.

      Gross  profit  increased 34.3% to $230.2 million  in  1998  from
$171.4 million in 1997. Gross profit margin also increased to 13.4% in
1998  compared  to 12.9% in 1997. The increase in gross profit  margin
was  due  to a number of factors.  During 1998 and the second half  of
1997,  the  Company  acquired a number of broadline  distribution  and
merchandising  companies with higher gross margins than the  Company's
customized  distribution operations.  The improvement in gross  profit
margin as a result of these acquisitions was diluted by internal sales
growth during 1998 at certain of the Company's large multi-unit  chain
accounts  serviced  by the customized distribution  operations,  which
grew   approximately  26%  in  1998.   These  large  multi-unit  chain
customers are generally high volume, low gross margin accounts.  Sales
also  grew  internally  in  the  Company's  fresh  cut  operations  by
approximately  46%  during 1998.  The Company's  fresh-cut  operations
have  higher  margins  than  the  Company's  foodservice  distribution
operations.

      Operating  expenses increased 35.7% to $198.6  million  in  1998
compared  with $146.3 million in 1997.  As a percentage of net  sales,
operating expenses increased to 11.6% in 1998 from 11.0% in 1997.  The
increase  in operating expenses as a percentage of net sales primarily
reflects  increased  labor  costs including  recruiting  and  training
additional  personnel,  mainly  in the  transportation  and  warehouse
areas,  which  are  an  integral part of  the  Company's  distribution
service.   Operating expenses as a percentage of net  sales  was  also
impacted  by  the  acquisition  of Affiliated  Paper  Companies,  Inc.
("APC"),  which had a higher expense ratio than many of the  Company's
other  subsidiaries.   Operating expenses were also  affected  by  the
start-up  of two new Broadline distribution centers, replacing  older,
less  efficient facilities, that became operational at the end of 1998
and  early 1999.  The Company also incurred certain start-up  expenses
for  a  new  Customized distribution facility to service the continued
growth  of certain of the Company's multi-unit chain customers,  which
became operational in early 1997.

      Operating profit increased 26.0% to $31.6 million in  1998  from
$25.1  million in 1997. Operating profit margin declined to  1.8%  for
1998 from 1.9% for 1997.

     Other expense increased to $4.2 million in 1998 from $2.9 million
in  1997. Other expense includes interest expense, which increased  to
$4.4  million  in  1998  from $3.0 million in 1997.  The  increase  in
interest  expense  is due to higher debt levels as  a  result  of  the
Company's  various  acquisitions.  Other  expense  during  1997   also
included  a  $1.3  million  gain from insurance  proceeds  related  to
covered  losses  at one of the Company's processing  and  distribution
facilities,  offset by a $1.3 million writedown of  certain  leasehold
improvements associated with the termination of the lease  on  one  of
the Company's distribution facilities.

      Income tax expense increased to $10.0 million in 1998 from  $8.3
million  in  1997  as  a  result of higher  pre-tax  earnings.   As  a
percentage  of earnings before income taxes, the provision for  income
taxes was 36.4% and 37.4% for 1998 and 1997, respectively.

     Net earnings increased 25.3% to $17.4 million in 1998 compared to
$13.9  million  in  1997. As a percentage of net sales,  net  earnings
remained constant at 1.0% in 1998 and 1997.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has financed its operations and growth primarily with
cash  flow  from  operations, borrowings under  its  revolving  credit
facility,  issuance of long-term debt, operating leases, normal  trade
credit  terms  from  suppliers  and proceeds  from  the  sale  of  the
Company's  common  stock. Despite the Company's  large  sales  volume,
working  capital needs are minimized because the Company's  investment
in inventory is financed primarily with accounts payable.

     Cash provided by operating activities was $47.0 million and $24.3
million for 1999 and 1998, respectively.  In 1999, the primary sources
of  cash  for  operating  activities were net earnings  and  increased
levels  of  trade payables and accrued expenses, partially  offset  by
increased levels of inventories.  In 1998, the primary sources of cash
for  operating  activities were net earnings and increased  levels  of
payables and accrued expenses, partially offset by increased levels of
trade receivables.

     Cash  used  by investing activities was $41.8 million  and  $47.1
million for 1999 and 1998, respectively.  Investing activities include
additions  to and disposals of property, plant and equipment  and  the
acquisition  of  businesses. During 1999 and 1998,  the  Company  paid
$18.1 million and $23.9 million, respectively, for the acquisition  of
businesses,  net  of  cash  on  hand at the  acquired  companies.  The
Company's  total  capital expenditures for 1999 and  1998  were  $26.0
million  and $26.7 million, respectively.  In 1999 and 1998,  proceeds
from  the  sale of property, plant and equipment totaled $1.1  million
and  $3.6  million, respectively.   Investing activities in 1999  also
included $1.6 million from the sale of an investment.

      Cash used by financing activities was $7.4 million in 1999,  and
cash  provided  by  financing activities was $26.7  million  in  1998.
Financing activities included net borrowings in 1999 of $13.3  million
and net repayments in 1998 of $26.6 million on the Company's revolving
credit facility. Financing activities in 1999 also included a decrease
in  outstanding  checks  in  excess  of  deposits  of  $20.1  million,
principal payments on long-term debt of $9.2 million, and $1.0 million
distributed  to  the former shareholders of NCF prior to  the  merger.
Finally, in 1999, the Company received cash flows of $5.0 million from
the  exercise of stock options and proceeds of $4.6 million  from  the
issuance of Industrial Revenue Bonds to finance the construction of  a
new  produce-processing facility. Cash flows from financing activities
in  1998  included  an  increase in outstanding checks  in  excess  of
deposits of $10.8 million and $1.8 million from the exercise of  stock
options.  Financing  activities in 1998  also  included  repayment  of
promissory notes totaling $7.3 million, payments on long-term debt  of
$1.6  million, and $451,000 distributed to the former shareholders  of
NCF.  Lastly, the Company received proceeds of $50.0 million from  the
issuance of 6.77% Senior Notes in May 1998.

     On  March  5,  1999, the Company entered into  an  $85.0  million
revolving  credit  facility  with a group of  commercial  banks  which
replaced  the  Company's existing $30.0 million credit  facility.   In
addition, the Company entered into a $5.0 million working capital line
of  credit  with the lead bank of the group.  Collectively, these  two
facilities  are  referred  to as the "Credit  Facility."   The  Credit
Facility  expires  in  March 2002.  Approximately  $35.0  million  was
outstanding under the Credit Facility at January 1, 2000.  The  Credit
Facility  also supports up to $10.0 million of letters of credit.   At
January  1, 2000, the Company was contingently liable for $6.3 million
of  outstanding letters of credit that reduce amounts available  under
the  Credit  Facility.   At January 1, 2000,  the  Company  had  $48.7
million  available  under the Credit Facility.   The  Credit  Facility
bears  interest at LIBOR plus a spread over LIBOR, which varies  based
on the ratio of funded debt to total capital.  At January 1, 2000, the
Credit  Facility  bore  interest at 6.65%.  Additionally,  the  Credit
Facility  requires  the  maintenance of certain  financial  ratios  as
defined in the credit agreement.

      On March 19, 1999, $9.0 million of Industrial Revenue Bonds were
issued  on  behalf  of  a  subsidiary of the Company  to  finance  the
construction  of  a  produce-processing facility.  Approximately  $4.6
million  of  the  proceeds from these bonds have  been  used  and  are
reflected on the Company's consolidated balance sheet as of January 1,
2000.  Interest varies as determined by the remarketing agent for  the
bonds  and was 5.55% at January 1, 2000.  The bonds are secured  by  a
letter  of  credit issued by a commercial bank and are  due  in  March
2019.

      During  the  third  quarter of 1999, the Company  increased  its
master  operating lease facility from $42.0 million to $47.0  million.
This  facility  is  used  to construct or purchase  four  distribution
centers.   Two  of  these distribution centers became  operational  in
early  1999,  and two are planned to become operational  during  2000.
Under this agreement, the lessor owns the distribution centers, incurs
the  related  debt  to construct the facilities and thereafter  leases
each  facility  to  the  Company.  The  Company  has  entered  into  a
commitment  to  lease each facility for a period  beginning  upon  the
completion  of  each  facility  and  ending  on  September  12,  2002,
including extensions.  Upon the expiration of each lease, the  Company
has  the option to renegotiate the lease, sell the facility to a third
party  or purchase the facility at its original cost.  If the  Company
does  not  exercise  its  purchase options, the  Company  has  maximum
residual value guarantees of 88% of the aggregate property cost.   The
Company  expects  the fair value of the properties  included  in  this
facility  to eliminate or substantially reduce the Company's  exposure
under  the  residual  value  guarantees.   Through  January  1,  2000,
construction  expenditures  by  the lessor  were  approximately  $32.1
million.

     In  May 1998, the Company issued $50.0 million of unsecured 6.77%
Senior Notes in a private placement.  These notes are due May 8, 2010.
Interest  is  payable  semi-annually.  The Senior  Notes  require  the
maintenance  of  certain  financial ratios  as  defined  in  the  note
agreement.   Proceeds  of  the  issue  were  used  to  repay   amounts
outstanding  under  the Company's credit facilities  and  for  general
corporate purposes.

     The   Company  believes  that  cash  flows  from  operations  and
borrowings under the Company's credit facilities will be sufficient to
finance  its  operations and anticipated growth  for  the  foreseeable
future.

BUSINESS COMBINATIONS

     On February 26, 1999, the Company completed a merger with NCF, in
which NCF became a wholly owned subsidiary of the Company.  NCF was  a
privately  owned foodservice distributor based in Augusta, Maine,  and
had  1998  net  sales of approximately $98 million.   The  merger  was
accounted  for as a pooling-of-interests and resulted in the  issuance
of  approximately  850,000  shares of the Company's  common  stock  in
exchange  for  all of the outstanding stock of NCF.  Accordingly,  the
consolidated financial statements for periods prior to the combination
have  been  restated to include the accounts and results of operations
of NCF.

     On  August  28,  1999, the Company acquired the common  stock  of
Dixon  Tom-A-Toe Companies, Inc. ("Dixon"), an Atlanta-based privately
owned  processor  of fresh-cut produce.  Dixon has operations  in  the
Southeastern and Midwestern United States.  Its operations  have  been
combined  with  Fresh  Advantage,  Inc.   On  August  31,  1999,   AFI
Foodservice Distributors, Inc. ("AFI") acquired certain net assets  of
State  Hotel  Supply Company, Inc. ("State Hotel"), a privately  owned
meat  processor  based  in Newark, New Jersey.  State  Hotel  provides
Certified  Angus  Beef  and  other  meats  to  many  of  the   leading
restaurants  and  food retailers in New York City and the  surrounding
region.  The financial results of State Hotel have been combined  with
the  operations  of  AFI. On December 13, 1999,  Virginia  Foodservice
Group,  Inc. ("VFG") acquired certain net assets of Nesson Meat  Sales
("Nesson"),  a  privately  owned  meat  processor  based  in  Norfolk,
Virginia.   Nesson supplies Certified Angus Beef and  other  meats  to
many  leading  restaurants  and other foodservice  operations  in  the
Tidewater  Virginia area.  The financial results of Nesson  have  been
combined  with  the  operations of VFG.  Together, Nesson,  Dixon  and
State  Hotel  had 1998 sales, which will contribute to  the  Company's
ongoing  operations,  of  approximately $100 million.   The  aggregate
purchase  price for the common stock of Dixon and the  net  assets  of
Nesson and State Hotel was $20.4 million.  To fund these acquisitions,
the  Company  issued approximately 304,000 shares of its common  stock
and  financed  $11.9 million with proceeds from the  Credit  Facility.
The  aggregate  consideration payable to the  former  shareholders  of
Dixon and State Hotel is subject to increase in certain circumstances.

     The  acquisitions  of  Nesson, Dixon and State  Hotel  have  been
accounted  for  using  the  purchase method; therefore,  the  acquired
assets  and  liabilities have been recorded at  their  estimated  fair
values at the dates of acquisition.  The excess of the purchase  price
over  the  fair  value  of  tangible net  assets  acquired  for  these
acquisitions was approximately $19.8 million and is being amortized on
a straight-line basis over estimated lives ranging from 5 to 40 years.

     On  June 1, 1998, the Company acquired certain net assets related
to  the  group  and  chemicals business  of  APC,  a  privately  owned
marketing  organization  based in Tuscaloosa,  Alabama.  APC  provides
procurement  and  merchandising  services  for  a  variety  of  paper,
disposable   and  sanitation  supplies  to  a  number  of  independent
distributors.  On  July  27, 1998, the Company  acquired  certain  net
assets  of  VFG based in Richmond, Virginia, a division of a privately
owned  foodservice  distributor in which a  member  of  the  Company's
management  has  a  minor ownership interest.  VFG  is  a  foodservice
distributor  primarily servicing traditional foodservice customers  in
the  central Virginia market. Collectively, these companies  had  1997
net  sales of approximately $69 million.  The aggregate purchase price
for  the assets of APC and VFG was approximately $29.4 million,  which
includes an additional $4.4 million paid in the first quarter of  1999
to the former shareholders of VFG, and an additional $1.1 million paid
in  the second quarter of 1999 to the former shareholders of APC as  a
result  of  meeting  certain performance criteria under  the  purchase
agreements.   These  purchases were financed  with  proceeds  from  an
existing credit facility.  The aggregate consideration payable to  the
former  shareholders of APC and VFG is subject to further increase  in
certain circumstances.

     The acquisitions of APC and VFG have been accounted for using the
purchase  method. Therefore, the acquired assets and liabilities  have
been  recorded  at  their  estimated  fair  values  at  the  dates  of
acquisition. The excess of the purchase price over the fair  value  of
tangible  net assets acquired was approximately $29.4 million  and  is
being  amortized on a straight-line basis over estimated lives ranging
from 5 to 40 years.

YEAR 2000 ISSUE

      The  Year  2000  issue  affected  virtually  all  companies  and
organizations.  Many companies had existing computer applications that
used  only two digits to identify a year in the date field.   Some  of
these applications were designed and developed without considering the
impact  of  the  century  change.  If not  corrected,  these  computer
applications  were expected to fail or create erroneous  results  when
processing data in the year 2000.

      In  mid-1997,  the Company initiated a project  to  address  any
potential disruptions related to data processing problems as a  result
of  the Year 2000 issue.  Initially, the project focused primarily  on
the  Company's  information technology ("IT") systems.   However,  the
project  was subsequently expanded to include non-IT systems including
transportation and warehouse refrigeration systems, telecommunications
and   utilities.   The  project  consisted  of  a  number  of  phases:
awareness, assessment, programming/testing and implementation.

      In  addition  to the Year 2000 project, the Company standardized
the   computer   systems   at  nine  of  its  broadline   distribution
subsidiaries,  which  operate in a distributed computing  environment.
The  decision  to  standardize  the  computer  system  used  in  these
subsidiaries was based on the Company's continued growth and  need  to
capture  information to improve operating efficiencies and  capitalize
on  the Company's combined purchasing power. Additionally, one of  the
Company's  distribution subsidiaries, which operates five distribution
facilities,   processes   information  in  a   centralized   computing
environment.  Therefore, the Company's Year 2000  remediation  efforts
were  minimized  by focusing its programming on two primary  operating
systems. The Company completed the Year 2000 project in late 1999 at a
total  project cost of approximately $800,000.  Since January 1, 2000,
the  Company  has  not experienced any significant  Year  2000-related
problems  in  any of its IT or non-IT systems.  Also, the Company  has
not  experienced any disruptions as a result of noncompliance  by  its
significant business partners.  The Company will continue  to  monitor
both  its IT and non-IT systems and its business partners for the next
several months.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

      During  1998, the Financial Accounting Standards Board  ("FASB")
issued  Statement of Financial Accounting Standards ("SFAS") No.  133,
Accounting for Derivative Instruments and Hedging Activity,  which  is
effective for periods beginning after June 15, 1999.  In May 1999, the
FASB  issued SFAS No. 137, Deferral of the Effective Date of SFAS 133,
Accounting  for  Derivative Instruments and Hedging Activities.   SFAS
No.  137 delayed the effective date of SFAS No. 133 by one year.   The
Company will be required to adopt the provisions of this standard with
the  fiscal year beginning on December 31, 2000.  Management  believes
the  effect  of  the  adoption of this standard  will  be  limited  to
financial  statement presentation and disclosure and will not  have  a
material  effect on the Company's financial condition  or  results  of
operations.

QUARTERLY RESULTS AND SEASONALITY

      Set  forth below is certain summary information with respect  to
the  Company's  operations for the most recent eight fiscal  quarters.
Historically, the restaurant and foodservice business is seasonal with
lower  sales  in  the first quarter.  Consequently,  the  Company  may
experience lower net sales during the first quarter, depending on  the
timing   of  any  acquisitions.   Management  believes  the  Company's
quarterly net sales will continue to be impacted by the seasonality of
the restaurant business.
<TABLE>
<CAPTION>
                                                                            1999
                                                            1st        2nd        3rd        4th
(In thousands, except per share data)                     Quarter    Quarter    Quarter    Quarter
<S>                                                     <C>        <C>        <C>        <C>
Net sales                                               $ 466,378  $ 501,960  $ 534,583  $ 552,677
Gross profit                                               62,993     67,855     74,375     76,743
Operating profit                                            6,280     10,076     12,109     10,876
Earnings before income taxes                                1,176      8,829     11,672      9,574
Net earnings                                                  651      5,430      7,236      5,934
Basic net earnings per common share                          0.05       0.40       0.52       0.42
Diluted net earnings per common share                        0.05       0.39       0.50       0.41
Pro forma basic net earnings per common share (1)(2)         0.23       0.40       0.49       0.42
Pro forma diluted net earnings per common share (1)(2)  $    0.22   $   0.39       0.47       0.41

                                                                            1998
                                                            1st       2nd        3rd         4th
(In thousands, except per share data)                     Quarter    Quarter    Quarter    Quarter

Net sales                                               $ 375,170  $ 412,994  $ 445,018  $ 488,134
Gross profit                                               48,365     53,688     60,577     67,607
Operating profit                                            4,978      8,194      9,349      9,070
Earnings before income taxes                                3,992      7,174      8,422      7,787
Net earnings                                                2,387      4,546      5,586      4,891
Basic net earnings per common share                          0.18       0.34       0.42       0.36
Diluted net earnings per common share                        0.17       0.33       0.40       0.35
Pro forma basic net earnings per common share (1)            0.18       0.33       0.39       0.36
Pro forma diluted net earnings per common share (1)     $    0.18   $   0.32  $    0.37  $    0.34

(1)  Pro forma adjustments to net earnings per common share add back nonrecurring merger expenses
     and adjust income taxes as if NorthCenter Foodservice was taxed as a C-corporation for income
     tax  purposes rather than as an S-corporation prior to the merger of NorthCenter Foodservice
     in February 1999.
(2)  1999 excludes a nonrecurring gain of $768 on the sale of an investment.

</TABLE>

Item  7A.  Quantitative and Qualitative Disclosures About Market Risk

     The Company's primary market risks are related to fluctuations in
interest rates and changes in commodity prices.  The Company's primary
interest  rate  risk is from changing interest rates  related  to  the
Company's  long-term debt.  The Company currently  manages  this  risk
through   a  combination  of  fixed  and  floating  rates   on   these
obligations.   For fixed-rate debt, interest rate changes  affect  the
fair  market  value  but do not impact earnings or  cash  flows.   For
floating-rate debt, interest rate changes generally do not affect  the
fair  market  value  but  do impact future earnings  and  cash  flows,
assuming  other  facts remain constant.  As of January  1,  2000,  the
Company's  total  debt consisted of fixed and floating  rate  debt  of
$50.0  million and $43.1 million, respectively.  At January  1,  2000,
the   fair  market  value  of  the  Company's  fixed  rate  debt   was
approximately  $48.0 million.  Holding other variables constant,  such
as  debt  levels,  a one percentage point decrease in  interest  rates
would increase the unrealized fair market value of the fixed-rate debt
by approximately $500,000.  The earnings and cash flows impact for the
next  year resulting from a one percentage point increase in  interest
rates   would  be  approximately  $430,000,  holding  other  variables
constant.   Substantially all of the Company's floating rate  debt  is
based on LIBOR.

      From  time to time, the Company uses forward swap contracts  for
hedging purposes to reduce the effect of changing fuel prices.   These
contracts   are   recorded  using  hedge  accounting.    Under   hedge
accounting, the gain or loss on the hedge is deferred and recorded  as
a  component of the underlying expense.  During the second quarter  of
1999, the Company entered into a forward swap contract for fuel, which
is  used  in  the  normal course of its distribution  business.   This
contract  fixed  a  certain portion of the Company's  forecasted  fuel
costs  through March 2000.  Based on fuel prices at January  1,  2000,
the  estimated  fair value of the fuel contract was $489,000.   A  10%
decline  in fuel prices would decrease the fair value of this contract
by approximately $124,000.

Item 8.  Financial Statements and Supplementary Data.
                                                             Page of Form 10-K
   Financial Statements:
      Report of Independent Auditors......................          F-1
      Consolidated Balance Sheets.........................          F-2
      Consolidated Statements of Earnings.................          F-3
      Consolidated Statements of Shareholders' Equity.....          F-4
      Consolidated Statements of Cash Flows...............          F-5
      Notes to Consolidated Financial Statements..........          F-6

   Financial Statement Schedules:
      Independent Auditors' Report on Financial Statement
        Schedule..........................................          S-1
      Schedule II - Valuation and Qualifying Accounts.....          S-2

Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.

         None.

                               PART III

Item 10.  Directors and Executive Officers of the Registrant.

       The Proxy Statement issued in connection with the Shareholders'
meeting to be held on May 3, 2000 contains under the caption "Proposal
1:  Election of Directors" information required by Item 10 of Form 10-
K  and  is  incorporated  herein by reference.   Pursuant  to  General
Instruction G(3), certain information concerning executive officers of
the Company is included in Part I of this Form 10-K, under the caption
"Executive Officers."

Item 11.  Executive Compensation.

       The Proxy Statement issued in connection with the Shareholders'
meeting  to  be  held  on  May  3, 2000  contains  under  the  caption
"Executive Compensation" information required by Item 11 of Form
10-K and is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management.

       The Proxy Statement issued in connection with the Shareholders'
meeting  to  be  held  on  May  3, 2000 contains  under  the  captions
"Security  Ownership of Certain Beneficial Owners"  and  "Proposal  1:
Election  of Directors" information required by Item 12 of  Form  10-K
and is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions.

       The Proxy Statement issued in connection with the Shareholders'
meeting  to be held on May 3, 2000 contains under the caption "Certain
Transactions"  information required by Item 13 of  Form  10-K  and  is
incorporated herein by reference.

                                   PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a).     1.  Financial Statements.  See index to Financial Statements on
             page 23 of this Form 10-K.

         2.  Financial Statement Schedules.  See page 23 of this Form 10-K.

         3.  Exhibits:

A.   Incorporated by reference to the Company's Registration Statement
     on Form S-1 (No. 33-64930):

Exhibit
Number                    Description

3.1       --   Restated Charter of Registrant.

3.2       --   Restated Bylaws of Registrant.

4.1       --   Specimen Common Stock certificate.

4.2       --   Article 5 of the Registrant's Restated Charter
               (included in Exhibit 3.1).

4.3       --   Article 6 of the Registrant's Restated Bylaws (included
               in Exhibit 3.2).

10.1      --   Loan Agreement dated July 7, 1988, as amended by
               various amendments thereto, by and between the Pocahontas
               Food Group, Inc. Employee Savings and Stock Ownership Trust,
               Sovran Bank/Central South, Trustee, Pocahontas Food Group,
               Inc., and Third National Bank, Nashville, Tennessee.

10.2      --   Guaranty Agreement dated July 7, 1988 by and between
               Pocahontas Food Group, Inc. and Third National Bank,
               Nashville, Tennessee.

10.3      --   1989 Non-Qualified Stock Option Plan.

10.4      --   1993 Employee Stock Incentive Plan.

10.5      --   1993 Outside Directors' Stock Option Plan.

10.6      --   Performance Food Group Employee Savings and Stock
               Ownership Plan.

10.7      --   Trust Agreement for Performance Food Group Employee
               Savings and Stock Ownership Plan.

10.8      --   Form of Pocahontas Food Group, Inc. Executive Deferred
               Compensation Plan.

10.9      --   Form of Indemnification Agreement.

10.10     --   Pledge Agreement dated March 31, 1993 by and between
               Hunter C. Sledd, Jr. and Pocahontas Foods, USA, Inc.

B.   Incorporated by reference to the Company's Annual Report on Form
     10-K for the fiscal year ended January 1, 1994:

Exhibit
Number                    Description

10.11     --   First Amendment to the Trust Agreement for Pocahontas
               Food Group, Inc. Employee Savings and Stock Ownership Plan.

10.12     --   Performance Food Group Employee Stock Purchase Plan.

C.   Incorporated by reference to the Company's Quarterly Report on
     Form 10-Q for the quarter ended April 2, 1994:

Exhibit
Number                    Description

10.13     --   Amendment to Loan Agreement dated March 4, 1994 by and
               among Performance Food Group Company Employee Savings and
               Stock Ownership Plan, First Tennessee Bank, N.A.,
               Performance Food Group Company and Third National Bank,
               Nashville, Tennessee.

D.   Incorporated by Reference to the Company's Report on Form 8-K
     dated January 3, 1995:

Exhibit
Number                        Description

10.14     --   Second Amendment to Loan Agreement dated January 3,
               1995 between Performance Food Group Company, Employee
               Savings and Stock Ownership Trust, First Tennessee Bank,
               N.A. as trustee, Performance Food Group Company and Third
               National Bank, Nashville, Tennessee.


E.   Incorporated by Reference to the Company's Annual Report
     on Form 10-K for the fiscal year ended December 28, 1996:

Exhibit
Number                    Description

10.15     --   Performance Food Group Company Employee Savings and Stock
               Ownership Plan Savings Trust.

F.   Incorporated by Reference to the Company's Report on Form 8-K
     dated May 20, 1997:

Exhibit
Number                    Description

10.16     --   Rights Agreement dated as of May 16, 1997 between
               Performance Food Group Company and First Union
               National Bank of North Carolina, as Rights Agent.

G.   Incorporated by Reference to the Company's Quarterly Report
     on Form 10-Q for the quarter ended September 27, 1997:

Exhibit
Number                    Description

10.17     --   Participation Agreement dated as of August 29, 1997 among
               Performance Food Group Company, First
               Security Bank, National Association and First Union National
               Bank (as agent for the Lenders and Holders).

10.18     --   Lease Agreement dated as of August 29, 1997 between First
               Security Bank, National Association and
               Performance Food Group Company.

H.   Incorporated by reference to the Company's Annual Report on Form
     10-K for the fiscal year ended December 27, 1997:

Exhibit
Number                    Description

10.19     --   Form of Change in Control Agreement dated October 29, 1997
               with Blake P. Auchmoody, John D. Austin,
               Roger L. Boeve, John R. Crown, C. Michael Gray, Thomas
               Hoffman, Mark H. Johnson, Kenneth Peters,
               Robert C. Sledd and David W. Sober.

10.20     --   Form of Change in Control Agreement dated October 29, 1997
               with certain key executives.

I.   Incorporated by reference to the Company's Quarterly Report on
     Form 10-Q for the quarter ended June 27, 1998:

Exhibit
Number                        Description

10.21     --   Form of Note Purchase Agreement dated as of May 8, 1998 for
               6.77% Senior Notes due May 8, 2010.


J.   Incorporated by reference to the Company's Annual Report on Form
     10-K for the fiscal year ended January 2, 1999:

Exhibit
Number                        Description

10.22     --   Performance Food Group Company Executive Deferred
               Compensation Plan

K.   Incorporated by reference to the Company's Quarterly Report on
     Form 10-Q for the quarter ended April 3, 1999:

Exhibit
Number                        Description

10.23     --   Revolving Credit Agreement dated as of March 5, 1999

10.24     --   Letter of Credit and Reimbursement Agreement by and among
               KMB Produce, Inc. and First Union
               National Bank, dated as of March 1, 1999

10.25     --   Guaranty Agreement by and among Performance Food Group
               Company and First Union National Bank,
               dated as of March 1, 1999

10.26     --   Amendment to Certain Operative Agreements

L.   Incorporated by reference to the Company's Quarterly Report on
     Form 10-Q for the quarter ended October 2, 1999:

Exhibit
Number                    Description

10.27     --   First Amendment to Certain Operative
               Agreements dated August 31, 1999

M.   Filed herewith:

Exhibit
Number                    Description

21        --   List of Subsidiaries

23.1      --   Consent of Independent Auditors

27.1      --   Financial Data Schedule  (SEC purposes only)

27.2      --   Restated Financial Data Schedule for Year Ended
               January 2, 1999 (SEC purposes only).

27.3      --   Restated Financial Data Schedule for Year Ended
               December 27, 1997 (SEC purposes only).

(b)  During the fourth quarter ended January 1, 2000, the Company
     filed no reports on Form 8-K.



                           SIGNATURES

Pursuant  to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Richmond, Commonwealth of Virginia, on March 30, 2000.

                              PERFORMANCE FOOD GROUP COMPANY


                              By:  /s/ Robert C. Sledd
                                   Robert C. Sledd, Chairman


Pursuant  to the requirements of the Securities Exchange Act of  1934,
this report has been signed by the following persons in the capacities
and on the dates indicated.

        Signature                    Title                 Date

/s/ Robert C. Sledd         Chairman, Chief              March 30, 2000
Robert C. Sledd             Executive Officer and
                            Director [Principal
                            Executive Officer]

/s/ C. Michael Gray         President, Chief             March 30, 2000
C. Michael Gray             Operating Officer and
                            Director

/s/ Roger L. Boeve          Executive Vice President     March 30, 2000
Roger L. Boeve              and Chief Financial
                            Officer [Principal
                            Financial Officer and
                            Principal Accounting
                            Officer]

/s/ Charles E. Adair        Director                     March 30, 2000
Charles E. Adair

/s/ Fred C. Goad, Jr.       Director                     March 30, 2000
Fred C. Goad, Jr.

/s/ Timothy M. Graven       Director                     March 30, 2000
Timothy M. Graven

/s/ John E. Stokely         Director                     March 30, 2000
John E. Stokely


                     Independent Auditors' Report



The Board of Directors
Performance Food Group Company:

We  have  audited  the  accompanying consolidated  balance  sheets  of
Performance Food Group Company and subsidiaries (the "Company") as  of
January  1,  2000  and  January 2, 1999, and the related  consolidated
statements of earnings, shareholders' equity and cash flows  for  each
of  the  fiscal years in the three-year period ended January 1,  2000.
These consolidated financial statements are the responsibility of  the
Company's  management. Our responsibility is to express an opinion  on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the  audit
to  obtain reasonable assurance about whether the financial statements
are  free of material misstatement. An audit includes examining, on  a
test  basis,  evidence supporting the amounts and disclosures  in  the
financial  statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as  well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion,  the consolidated financial statements  referred  to
above present fairly, in all material respects, the financial position
of  Performance Food Group Company and subsidiaries as of  January  1,
2000  and  January  2, 1999, and the results of their  operations  and
their  cash  flows  for each of these fiscal years in  the  three-year
period  ended  January 1, 2000, in conformity with generally  accepted
accounting principles.

                                             /s/ KPMG LLP

Richmond, Virginia
February 7, 2000


<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share amounts)                 1999        1998
<S>                                                                  <C>         <C>
ASSETS
Current assets:
  Cash                                                                $   5,606   $   7,796
  Trade accounts and notes receivable, less allowance
    for doubtful accounts of $4,477 and $3,891                          119,126     110,372
  Inventories                                                           108,550      90,388
  Prepaid expenses and other current assets                               4,030       4,915
  Deferred income taxes                                                   5,570         808
    Total current assets                                                242,882     214,279
Property, plant and equipment, net                                      113,930      93,402
Goodwill, net of accumulated amortization of $5,941 and $3,593           97,975      72,483
Other intangible assets, net of accumulated
  amortization of $1,926 and $1,722                                       5,353       5,337
Other assets                                                              1,905       2,211
         Total assets                                                 $ 462,045   $ 387,712

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Outstanding checks in excess of deposits                            $  14,082   $  33,589
  Current installments of long-term debt                                    703         797
  Trade accounts payable                                                116,821      93,182
  Accrued expenses                                                       36,751      23,431
  Income taxes payable                                                    3,646           -
         Total current liabilities                                      172,003     150,999
Long-term debt, excluding current installments                           92,404      74,305
Deferred income taxes                                                     8,294       5,323
         Total liabilities                                              272,701     230,627

Shareholders' equity:
  Preferred stock, $.01 par value; 5,000,000 shares authorized;
    no shares issued, preferences to be defined when issued                  -           -
  Common stock, $.01 par value; 50,000,000 shares authorized;
    14,112,151 and 13,458,773 shares issued and outstanding                141          135
  Additional paid-in capital                                           102,681       89,188
  Retained earnings                                                     88,857       70,631
                                                                       191,679      159,954
  Loan to leveraged employee stock ownership plan                       (2,335)      (2,869)
         Total shareholders' equity                                    189,344      157,085
Commitments and contingencies (notes 4, 7, 8, 9, 10, 12, 13 and 15)
         Total liabilities and shareholders' equity                  $ 462,045   $  387,712

See accompanying notes to consolidated financial statements.

</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF EARNINGS
(Dollar amounts in thousands, except per share amounts)          1999            1998       1997
<S>                                                              <C>         <C>          <C>
Net sales                                                       $ 2,055,598  $ 1,721,316  $ 1,331,002
Cost of goods sold                                                1,773,632    1,491,079    1,159,593
     Gross profit                                                   281,966      230,237      171,409
Operating expenses                                                  242,625      198,646      146,344
     Operating profit                                                39,341       31,591       25,065
Other income (expense):
  Interest expense                                                   (5,388)      (4,411)      (2,978)
  Nonrecurring merger expenses                                       (3,812)           -            -
  Gain on sale of investment                                            768            -            -
  Other, net                                                            342          195          111
     Other expense, net                                              (8,090)      (4,216)      (2,867)
     Earnings before income taxes                                    31,251       27,375       22,198
Income tax expense                                                   12,000        9,965        8,298
     Net earnings                                               $    19,251  $    17,410  $    13,900

Weighted average common shares outstanding                           13,772       13,398       12,810
Basic net earnings per common share                             $      1.40  $      1.30  $      1.09

Weighted average common shares and dilutive
  potential common shares outstanding                                14,219       13,925       13,341
Diluted net earnings per common share                           $      1.35  $      1.25  $      1.04

See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                                                          Loan to       Total
                                           Common stock         Additional      Retained   leveraged   shareholders'
(Dollar amounts in thousands)            Shares      Amount   paid-in capital   earnings      ESOP        equity
<S>                                      <C>         <C>      <C>               <C>         <C>        <C>
Balance at December 28, 1996             12,513,191  $  126   $   68,297        $ 40,880    $ (3,835)  $ 105,468
  Issuance of shares for acquisitions       660,827       6       16,509               -           -      16,515
  Employee stock option, incentive
   and purchase plans and related
   income tax benefits                      159,268       2        2,606               -           -       2,608
  Principal payments on loan to
   leveraged ESOP                                 -       -            -               -         468         468
  Distributions of pooled company                 -       -            -          (1,010)          -      (1,010)
  Net earnings                                    -       -            -          13,900           -      13,900
Balance at December 27, 1997             13,333,286     134       87,412          53,770      (3,367)    137,949
  Employee stock option, incentive
   and purchase plans and related
   income tax benefits                      125,487       1        1,776               -           -       1,777
   Principal payments on loan to
   leveraged ESOP                                 -       -            -               -         498         498
  Distributions of pooled company                 -       -            -            (451)          -        (451)
  Effect of conforming fiscal year
   of pooled company                              -       -            -             (98)          -         (98)
  Net earnings                                    -       -            -          17,410           -      17,410
Balance at January 2, 1999               13,458,773     135       89,188          70,631      (2,869)    157,085
  Issuance of shares for acquisitions       303,928       3        8,507               -           -       8,510
  Employee stock option, incentive
    and purchase plans and related
    income tax benefits                     349,450       3        4,986               -           -       4,989
    Principal payments on loan to
      leveraged ESOP                                      -            -               -         534         534
    Distributions of pooled company               -       -            -           (1,025)         -      (1,025)
    Net earnings                                  -       -            -           19,251          -      19,251
Balance at January 1, 2000               14,112,151  $  141    $ 102,681       $   88,857   $ (2,335)  $ 189,344

See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)                                                1999      1998      1997
<S>                                                                       <C>        <C>       <C>
Cash flows from operating activities:
  Net earnings                                                            $  19,251  $ 17,410  $ 13,900
  Adjustments to reconcile net earnings to net cash provided
   by operating activities:
     Depreciation                                                            11,081     9,152     7,319
     Amortization                                                             3,056     2,349     1,273
     ESOP contributions applied to principal of ESOP debt                       534       498       468
     Gain on sale of investment                                                (768)        -         -
     Loss (gain) on disposal of property, plant and equipment                   (32)       36       (50)
     Deferred income taxes                                                      226     1,380     1,241
     Gain on insurance settlement                                                 -         -    (1,300)
     Loss on writedown of leasehold improvements                                  -         -     1,287
     Changes in operating assets and liabilities, net of effects
      of companies acquired:
         Decrease (increase) in trade accounts and notes receivable             213   (17,603)   (2,589)
         Increase in inventories                                            (15,519)   (9,533)   (7,669)
         Decrease (increase) in prepaid expenses and other current assets         6    (1,152)     (819)
         Increase in trade accounts payable                                  17,161    20,701    10,034
         Increase in accrued expenses                                         7,118     4,032       776
         Increase (decrease) in income taxes payable                          4,676    (2,941)      424
        Total adjustments                                                    27,752     6,919    10,395
        Net cash provided by operating activities                            47,003    24,329    24,295
Cash flows from investing activities, net of effects of
  companies acquired:
  Purchases of property, plant and equipment                                (26,006)  (26,663)   (9,054)
  Proceeds from sale of investment                                            1,563         -         -
  Proceeds from sale of property, plant and equipment                         1,061     3,600       197
  Net proceeds from insurance settlement                                          -         -     4,200
  Net cash paid for acquisitions                                            (18,066)  (23,857)  (54,631)
  Increase in intangibles and other assets                                     (366)     (170)     (648)
        Net cash used by investing activities                               (41,814)  (47,090)  (59,936)
Cash flows from financing activities:
  Increase (decrease) in outstanding checks in excess
   of deposits                                                              (20,124)   10,848     4,489
  Net proceeds from (payments on) revolving credit facility                  13,317   (26,560)   27,183
  Proceeds from issuance of long-term debt                                        -    50,041     1,813
  Proceeds from issuance of Industrial Revenue Bonds                          4,640         -         -
  Repayment of promissory notes                                                   -    (7,278)        -
  Principal payments on long-term debt                                       (9,176)   (1,602)   (1,210)
  Distributions of pooled company                                            (1,025)     (451)   (1,010)
  Effect of conforming fiscal year of pooled company                              -       (98)        -
  Employee stock option, incentive and purchase plans
   and related income tax benefits                                            4,989      1,777    2,608
        Net cash provided (used) by financing activities                     (7,379)    26,677   33,873
Net increase (decrease) in cash                                              (2,190)     3,916   (1,768)
Cash, beginning of year                                                       7,796      3,880    5,648
Cash, end of year                                                         $   5,606  $   7,796 $  3,880

See accompanying notes to consolidated financial statements.

</TABLE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________

January 1, 2000 and January 2, 1999

1.   Description of Business

     Performance  Food Group Company and subsidiaries (the  "Company")
     is engaged in the marketing, processing and sale of food and food-
     related  products to the foodservice, or "away-from-home eating,"
     industry. The foodservice industry consists of two major customer
     types:   "traditional"  foodservice  customers,   consisting   of
     independent restaurants, hotels, cafeterias, schools,  healthcare
     facilities   and  other  institutions;  and  "multi-unit   chain"
     customers,  consisting  of  regional and  national  quick-service
     restaurants and casual dining restaurants.

     The  Company  services  these customers through  three  operating
     segments:   broadline  foodservice  distribution   ("Broadline");
     customized foodservice distribution ("Customized"); and fresh-cut
     produce    processing   ("Fresh-Cut").   Broadline    distributes
     approximately  25,000  food  and  food-related  products   to   a
     combination  of  approximately 25,000 traditional and  multi-unit
     chain customers. Broadline consists of eleven operating locations
     that  independently  design their own product  mix,  distribution
     routes and delivery schedules to accommodate the varying needs of
     their  customers. Customized focuses on serving  certain  of  the
     Company's multi-unit chain customers whose sales volume,  growth,
     product  mix,  service requirements and geographic locations  are
     such  that these customers can be more efficiently served through
     centralized  information systems, dedicated  distribution  routes
     and  relatively  large and consistent orders per  delivery.   The
     Customized  distribution network covers  50  states  and  several
     foreign  countries from five distribution facilities.   Fresh-Cut
     processes  and  distributes a variety of fresh produce  primarily
     for  quick-service  restaurants mainly in  the  Southeastern  and
     Southwestern United States.

     The  Company  operates  through the  following  subsidiaries  and
     division: Pocahontas Foods, USA, Inc.; Caro Foods, Inc. ("Caro");
     Kenneth  O.  Lester Company, Inc. ("KOL"); Hale  Brothers/Summit,
     Inc.;  Milton's Foodservice, Inc. ("Milton's"); Performance  Food
     Group  of  Texas, LP ("PFG of Texas"); W.J. Powell Company,  Inc.
     ("Powell"); AFI Food Service Distributors, Inc. ("AFI"); Virginia
     Foodservice Group, Inc. ("VFG"); Affiliated Paper Companies, Inc.
     ("APC");   PFG-Lester  Broadline,  Inc.  ("Lester");  NorthCenter
     Foodservice  Corporation ("NCF"); Fresh Advantage,  Inc.  ("Fresh
     Advantage"); and PFG Florida division.

     The  Company uses a 52/53 week fiscal year ending on the Saturday
     closest  to December 31. The fiscal years ended January 1,  2000,
     January 2, 1999 and December 27, 1997 (52, 53 and 52 week  years,
     respectively)  are  referred to herein as 1999,  1998  and  1997,
     respectively.  As a result of the merger with NCF on February 26,
     1999,  discussed in Note 4, the consolidated financial statements
     for  years prior to the combination have been restated to include
     the accounts and results of operations of NCF.

2.   Summary of Significant Accounting Policies

     (a)  Principles of Consolidation

     The  consolidated financial statements include  the  accounts  of
     Performance Food Group Company and its wholly owned subsidiaries.
     All  significant intercompany balances and transactions have been
     eliminated.

     (b)  Revenue Recognition and Receivables

     Sales  are recognized upon the shipment of goods to the customer.
     Trade  accounts  and notes receivable represent receivables  from
     customers  in the ordinary course of business. Such  amounts  are
     recorded  net  of  the  allowance for doubtful  accounts  in  the
     accompanying consolidated balance sheets.

     (c)  Inventories

     The Company values inventory at the lower of cost or market using
     both  the  first-in,  first-out and last-in,  first-out  ("LIFO")
     methods.  Approximately  9%  of  the  Company's  inventories  are
     accounted   for  using  the  LIFO  method.  Inventories   consist
     primarily of food and food-related products.

     (d)  Property, Plant and Equipment

     Property, plant and equipment are stated at cost. Depreciation of
     property,  plant and equipment is calculated primarily using  the
     straight-line  method  over the estimated  useful  lives  of  the
     assets.

     When  assets are retired or otherwise disposed of, the costs  and
     related  accumulated depreciation are removed from the  accounts.
     The  difference  between  the net book value  of  the  asset  and
     proceeds  from  disposition is recognized  as  a  gain  or  loss.
     Routine  maintenance  and  repairs  are  charged  to  expense  as
     incurred,   while   costs  of  betterments   and   renewals   are
     capitalized.

     (e)  Income Taxes

     The  Company follows Statement of Financial Accounting  Standards
     ("SFAS") No. 109, Accounting for Income Taxes, which requires the
     use  of the asset and liability method of accounting for deferred
     income  taxes. Deferred tax assets and liabilities are recognized
     for the expected future tax consequences of temporary differences
     between  the  tax  basis  of  assets and  liabilities  and  their
     reported  amounts. Future tax benefits, including  net  operating
     loss carryforwards, are recognized to the extent that realization
     of such benefits is more likely than not.

     (f)  Intangible Assets

     Intangible assets consist primarily of the excess of the purchase
     price  over  the  fair  value  of tangible  net  assets  acquired
     (goodwill)  related  to  purchase  business  combinations,  costs
     allocated to customer lists, non-compete agreements and  deferred
     loan  costs. These intangible assets are amortized on a straight-
     line basis over their estimated useful lives, which range from  5
     to 40 years.

      (g) Net Earnings Per Common Share

     Basic  net  earnings  per  common share  is  computed  using  the
     weighted  average number of common shares outstanding during  the
     year.  Diluted net earnings per common share is calculated  using
     the  weighted  average  common shares  and  potentially  dilutive
     common  shares,  calculated  using  the  treasury  stock  method,
     outstanding during the year.  Potentially dilutive common  shares
     consist of options issued under various stock plans described  in
     Note 13.

     (h)  Stock-Based Compensation

     In  October 1995, the Financial Accounting Standards Board issued
     SFAS  No.  123,  Accounting  for Stock-Based  Compensation.  This
     accounting  standard encourages, but does not require,  companies
     to  record compensation costs for stock-based compensation  plans
     using  a fair-value based method of accounting for employee stock
     options  and similar equity instruments. The Company has  elected
     to  continue  to account for stock-based compensation  using  the
     intrinsic value method prescribed in Accounting Principles  Board
     ("APB") Opinion No. 25, Accounting for Stock Issued to Employees,
     and  related interpretations. Accordingly, compensation cost  for
     stock  options is measured as the excess, if any, of  the  quoted
     market price of the Company's stock at the date of grant over the
     amount  an employee must pay to acquire the stock (see Note  13).
     The  Company has adopted the disclosure requirements of SFAS  No.
     123.

     (i)  Accounting Estimates

     The  preparation  of  the  consolidated financial  statements  in
     conformity with generally accepted accounting principles requires
     management  to  make estimates and assumptions  that  affect  the
     reported  amounts  of  assets, liabilities, sales  and  expenses.
     Actual results could differ from those estimates.

     (j)  Fair Value of Financial Instruments

     At  January  1, 2000 and January 2, 1999, the carrying  value  of
     cash, trade accounts and notes receivable, outstanding checks  in
     excess  of deposits, trade accounts payable and accrued  expenses
     approximate  their  fair  values  due  to  the  relatively  short
     maturities  of  those  instruments. The  carrying  value  of  the
     Company's  floating-rate, long-term debt approximates fair  value
     due  to the variable nature of the interest rates charged on such
     borrowings.  The Company estimates the fair value of  its  fixed-
     rate,  long-term debt, consisting primarily of $50.0  million  of
     6.77% Senior Notes, using discounted cash flow analysis based  on
     current borrowing rates.  At January 1, 2000 and January 2, 1999,
     the   fair  value  of  the  Company's  6.77%  Senior  Notes   was
     approximately $48.0 million and $52.8 million, respectively.

     (k)  Impairment of Long-Lived Assets

     Long-lived assets, including intangible assets, held and used  by
     the  Company  are  reviewed  for impairment  whenever  events  or
     changes in circumstances indicate that the carrying amount of  an
     asset  may  not  be recoverable. For purposes of  evaluating  the
     recoverability of long-lived assets, the recoverability  test  is
     performed  using  undiscounted net cash flows  generated  by  the
     individual operating location.

     (l)  Reclassifications

     Certain  amounts  in  the  1998 and 1997  consolidated  financial
     statements  have  been  reclassified to  conform  with  the  1999
     presentation.

3.   Concentration of Sales and Credit Risk

     Two  of  the  Company's  customers, Cracker  Barrel  Old  Country
     Stores,  Inc.  ("Cracker  Barrel") and Outback  Steakhouse,  Inc.
     ("Outback"),  account for a significant portion of the  Company's
     consolidated net sales. Net sales to Cracker Barrel accounted for
     17%,  18%  and 21% of consolidated net sales for 1999,  1998  and
     1997, respectively.  Net sales to Outback accounted for 16%,  15%
     and 15%  of  consolidated  net  sales  for 1999,  1998  and 1997,
     respectively.  At January 1, 2000, amounts  receivable from these
     two customers represented 18% of total trade receivables.

     Financial  instruments  that potentially expose  the  Company  to
     concentrations of credit risk consist primarily of trade accounts
     receivable.  As  discussed above, a significant  portion  of  the
     Company's  sales and related receivables are generated  from  two
     customers. The remainder of the Company's customer base  includes
     a  large  number of individual restaurants, national and regional
     chain   restaurants  and  franchises,  and  other   institutional
     customers.  The credit risk associated with trade receivables  is
     minimized  by  the  Company's large  customer  base  and  ongoing
     control procedures which monitor customers' creditworthiness.

4.   Business Combinations

     On February 26, 1999, the Company completed a merger with NCF, in
     which  NCF became a wholly owned subsidiary of the Company.   NCF
     was  a  privately owned foodservice distributor based in Augusta,
     Maine  and had 1998 net sales of approximately $98 million.   The
     merger  was accounted for as a pooling-of-interests and  resulted
     in  the issuance of approximately 850,000 shares of the Company's
     common stock in exchange for all of the outstanding stock of NCF.
     Accordingly,  the consolidated financial statements  for  periods
     prior  to  the  combination have been  restated  to  include  the
     accounts  and results of operations of NCF.  The Company incurred
     nonrecurring  merger expenses of $3.8 million in 1999  associated
     with  the  NCF merger.  These expenses include professional  fees
     and transaction costs, as well as certain contractual payments to
     NCF employees.

     The  results of operations of the Company and NCF, including  the
     related  $3.8  million of nonrecurring merger expenses,  and  the
     combined  amounts  presented  in  the  accompanying  consolidated
     financial statements are summarized below:


  (In thousands)                       1999         1998
   Net sales:
    The Company                   $  1,945,370  $ 1,622,870
    NCF                                110,228       98,446
         Combined                 $  2,055,598  $ 1,721,316

   Net earnings:
    The Company                   $     18,818  $    16,168
    NCF                                    433        1,242
         Combined                 $     19,251  $    17,410

     Adjustments to conform to NCF's accounting methods and  practices
     to  those of the Company consisted primarily of depreciation  and
     were  not  material.  Prior to the merger, NCF's fiscal year  end
     was the Saturday closest to February 28.  For 1998, NCF conformed
     its  fiscal  year  end  to that of the Company.   The  effect  of
     conforming NCF's year end was approximately $98,000.

     NCF,  prior to the merger with the Company, was treated as an  S-
     corporation  for  Federal  income tax  purposes.   The  following
     disclosures,  including unaudited pro forma tax expense,  present
     the combined results of operations, excluding nonrecurring merger
     expenses  of $3.8 million, as if NCF was taxed as a C-corporation
     for the years presented:


(In thousands, except per share amounts)        1999        1998

Net sales                                   $ 2,055,598  $ 1,721,316
Cost of goods sold                            1,773,632    1,491,079
  Gross profit                                  281,966      230,237
Operating expenses                              242,625      198,646
  Operating profit                               39,341       31,591
Other income (expense):
  Interest expense                               (5,388)     (4,411)
  Other, net                                      1,110         195
    Other expense, net                           (4,278)     (4,216)
    Earnings before income taxes                 35,063      27,375
Income tax expense                               13,359      10,539
    Net earnings                            $    21,704  $   16,836

Weighted average common shares outstanding       13,772      13,398
Basic net earnings per common share         $      1.58  $     1.26
Weighted average common shares and
 dilutive potential common shares outstanding    14,219      13,925
Diluted net earnings per common share       $      1.53  $     1.21

     On  August  28,  1999, the Company acquired the common  stock  of
     Dixon  Tom-A-Toe  Companies,  Inc.  ("Dixon"),  an  Atlanta-based
     privately  owned  processor  of  fresh-cut  produce.   Dixon  has
     operations in the Southeastern and Midwestern United States.  Its
     operations  have  been  combined with  the  operations  of  Fresh
     Advantage,  Inc.   On August 31, 1999, AFI acquired  certain  net
     assets  of  State Hotel Supply Company, Inc. ("State  Hotel"),  a
     privately  owned  meat  processor based in  Newark,  New  Jersey.
     State Hotel provides Certified Angus Beef and other meats to many
     of  the  leading restaurants and food retailers in New York  City
     and the surrounding region.  The financial results of State Hotel
     have  been combined with the operations of AFI.  On December  13,
     1999,  VFG  acquired  certain net assets  of  Nesson  Meat  Sales
     ("Nesson"),  a privately owned meat processor based  in  Norfolk,
     Virginia.   Nesson supplies Certified Angus Beef and other  meats
     to  many leading restaurants and other foodservice operations  in
     the  Tidewater  Virginia area.  The financial results  of  Nesson
     have been combined with the operations of VFG.  Together, Nesson,
     Dixon  and  State Hotel had 1998 sales, which will contribute  to
     the  Company's ongoing operations, of approximately $100 million.
     The  aggregate purchase price for the common stock of  Dixon  and
     the  net assets of Nesson and State Hotel was $20.4 million.   To
     fund these acquisitions, the Company issued approximately 304,000
     shares  of  its  common  stock and financed  $11.9  million  with
     proceeds  from  the Credit Facility.  The aggregate consideration
     payable  to the former shareholders of Dixon and State  Hotel  is
     subject to increase in certain circumstances.

     The  acquisitions  of  Nesson, Dixon and State  Hotel  have  been
     accounted for using the purchase method; therefore, the  acquired
     assets and liabilities have been recorded at their estimated fair
     values  at the dates of acquisition.  The excess of the  purchase
     price  over  the fair value of tangible net assets  acquired  for
     these  acquisitions was approximately $19.8 million and is  being
     amortized  on a straight-line basis over estimated lives  ranging
     from 5 to 40 years.

     On  June 1, 1998, the Company acquired certain net assets related
     to  the  group  and chemicals business of APC, a privately  owned
     marketing organization based in Tuscaloosa, Alabama. APC provides
     procurement  and merchandising services for a variety  of  paper,
     disposable  and  sanitation supplies to a number  of  independent
     distributors. On July 27, 1998, the Company acquired certain  net
     assets  of  VFG  based in Richmond, Virginia,  a  division  of  a
     privately owned foodservice distributor in which a member of  the
     Company's  management has a minor ownership interest.  VFG  is  a
     foodservice    distributor   primarily   servicing    traditional
     foodservice   customers   in   the   central   Virginia   market.
     Collectively, these companies had 1997 net sales of approximately
     $69  million.  The aggregate purchase price for the assets of APC
     and  VFG  was  approximately  $29.4 million,  which  includes  an
     additional $4.4 million paid in the first quarter of 1999 to  the
     former  shareholders of VFG, and an additional $1.1 million  paid
     in  the second quarter of 1999 to the former shareholders of  APC
     as  a  result of meeting certain performance criteria  under  the
     purchase agreements.  These purchases were financed with proceeds
     from   the   the  Company's  credit  facilities.   The  aggregate
     consideration payable to the former shareholders of APC  and  VFG
     is subject to further increase in certain circumstances.

     The acquisitions of APC and VFG have been accounted for using the
     purchase  method. Therefore, the acquired assets and  liabilities
     have been recorded at their estimated fair values at the dates of
     acquisition. The excess of the purchase price over the fair value
     of  tangible  net  assets  acquired of  $29.4  million  is  being
     amortized  on a straight-line basis over estimated lives  ranging
     from 5 to 40 years.

     The  consolidated statements of earnings and cash  flows  reflect
     the  results  of  these  acquired companies  from  the  dates  of
     acquisition  through January 1, 2000. The unaudited  consolidated
     results  of  operations  on a pro forma  basis  as  though  these
     acquisitions had been consummated as of the beginning of 1998 are
     as follows:

      (In thousands, except per share amounts)       1999         1998

          Net sales                             $  2,122,242  $ 1,858,760
          Gross profit                               295,898      261,122
          Net earnings                                17,278       13,584
          Basic net earnings per common share   $       1.24  $       .99
          Diluted net earnings per common share         1.20          .95

     The  pro forma results are presented for information only and are
     not  necessarily indicative of the operating results  that  would
     have  occurred had the NCF merger and the other acquisitions been
     consummated as of the above dates.

5.   Property, Plant and Equipment

     Property,  plant and equipment as of January 1, 2000 and  January
     2, 1999 consist of the following:

      (In thousands)                                  1999        1998

      Land                                         $   5,952   $   3,818
      Buildings and building improvements             79,272      69,383
      Transportation equipment                        19,334      18,118
      Warehouse and plant equipment                   33,159      23,370
      Office equipment, furniture and fixtures        23,993      16,956
      Leasehold improvements                           5,081       3,794
      Construction-in-process                          9,302       2,402
                                                     176,093     137,841
      Less accumulated depreciation and amortization  62,163      44,439
      Property, plant and equipment, net          $  113,930   $  93,402

6.   Supplemental Cash Flow Information

     Supplemental disclosures of cash flow information for 1999, 1998
     and 1997 are as follows:

       (In thousands)                          1999       1998     1997
       Cash paid during the year for:
         Interest                            $  5,323  $  3,908  $   2,785
         Income taxes                        $  7,126  $ 12,262  $   6,583
       Effects of companies acquired:
         Fair value of assets acquired       $ 49,097  $ 33,417  $ 101,536
         Fair value of liabilities assumed    (22,521)   (9,560)   (30,390)
         Stock issued for acquisitions         (8,510)        -    (16,515)
             Net cash paid for acquisitions  $ 18,066  $ 23,857  $  54,631

7.   Financial Instruments

     The  Company uses forward swap contracts for hedging purposes  to
     reduce  the effect of changing fuel prices.  These contracts  are
     recorded  using  hedge accounting.  Under hedge  accounting,  the
     gain or loss on the hedge is deferred and recorded as a component
     of the underlying expense.

     During  the  second quarter of 1999, the Company entered  into  a
     forward  swap  contract for fuel, which is  used  in  the  normal
     course  of  its  distribution business.  This  contract  fixes  a
     certain  portion of the Company's forecasted fuel  costs  through
     March   2000.   The  following  table  represents  the  Company's
     outstanding fuel hedge contract as of January 1, 2000:

                                                Notional   Average
                                                  Amount   Contract  Estimated
 (In thousands, except average contract price)  (gallons)   Price    Fair Value

 Forward swap contract                            1,777     $ .4230    $ 489

8.   Long-term Debt

     Long-term debt as of January 1, 2000 and January 2, 1999 consists
     of the following:

     (In thousands)                                        1999        1998

     Revolving Credit Facility                         $  34,994   $  12,453
     Senior Notes                                         50,000      50,000
     Industrial Revenue Bonds                              4,640           -
     ESOP loan                                             2,335       2,869
     Other notes payable                                   1,138       9,780
     Total long-term debt                                 93,107      75,102
     Less current maturities                                 703         797
       Long-term debt, excluding current installments  $  92,404   $  74,305

     Revolving Credit Facility

     On  March  5,  1999, the Company entered into  an  $85.0  million
     revolving credit facility with a group of commercial banks  which
     replaced  the  Company's existing $30.0 million credit  facility.
     In  addition,  the  Company entered into a $5.0  million  working
     capital  line  of  credit  with  the  lead  bank  of  the  group.
     Collectively, these two facilities are referred to as the "Credit
     Facility."    The   Credit  Facility  expires  in   March   2002.
     Approximately  $35.0  million was outstanding  under  the  Credit
     Facility  at January 1, 2000.  The Credit Facility also  supports
     up  to  $10.0 million of letters of credit.  At January 1,  2000,
     the   Company  was  contingently  liable  for  $6.3  million   of
     outstanding letters of credit that reduce amounts available under
     the  Credit Facility.  At January 1, 2000, the Company had  $48.7
     million available under the Credit Facility.  The Credit Facility
     bears  interest at LIBOR plus a spread over LIBOR,  which  varies
     based on the ratio of funded debt to total capital. At January 1,
     2000,  the  Credit Facility bore interest at 6.65%. Additionally,
     the Credit Facility requires the maintenance of certain financial
     ratios,  as defined in the Company's credit agreement,  regarding
     debt to capitalization, interest coverage and minimum net worth.

     Senior Notes

     In  May 1998, the Company issued $50.0 million of unsecured 6.77%
     Senior Notes due May 8, 2010 in a private placement.  Interest is
     payable  semi-annually.  The Senior Notes require the maintenance
     of  certain  financial  ratios, as  defined,  regarding  debt  to
     capital,  fixed charge coverage and minimum net worth.   Proceeds
     of  the issuance were used to repay amounts outstanding under the
     Company's credit facilities and for general corporate purposes.

     Industrial Revenue Bonds

     On  March 19, 1999, $9.0 million of Industrial Revenue Bonds were
     issued  on  behalf of a subsidiary of the Company to finance  the
     construction  of  a  produce-processing  facility.   These  bonds
     mature in March 2019.  Approximately $4.6 million of the proceeds
     from  these  bonds  have  been used  and  are  reflected  on  the
     Company's  consolidated  balance sheet as  of  January  1,  2000.
     Interest  varies as determined by the remarketing agent  for  the
     bonds and was 5.55% at January 1, 2000.  The bonds are secured by
     a letter of credit issued by a commercial bank.

     ESOP Loan

     The  Company  sponsors a leveraged employee stock ownership  plan
     that was financed with proceeds of a note payable to a commercial
     bank  (the "ESOP loan").  The ESOP loan is secured by the  common
     stock  of  the  Company acquired by the employee stock  ownership
     plan  and  is guaranteed by the Company.  The loan is payable  in
     quarterly installments of $170,000, which includes interest based
     on  LIBOR  plus a spread over LIBOR (5.74% at January  1,  2000).
     The loan matures in 2003.

     Maturities of long-term debt are as follows:

         (In thousands)
         2000                                         $     703
         2001                                               711
         2002                                            35,697
         2003                                               614
         2004                                                42
         Thereafter                                      55,340
           Total long-term debt                       $  93,107

9.   Shareholders' Equity

     In  May  1997,  the  Company's  Board  of  Directors  approved  a
     shareholder rights plan.  A dividend of one stock purchase  right
     (a  "Right") per common share was distributed to shareholders  of
     record  on May 30, 1997.  Common shares issued subsequent to  the
     adoption of the rights plan automatically have Rights attached to
     them.   Under  certain  circumstances, each  Right  entitles  the
     shareholders  to  one-hundredth of one share of preferred  stock,
     par  value $.01 per share, at an initial exercise price  of  $100
     per  Right.  The Rights will be exercisable only if a  person  or
     group  acquires  15% or more of the Company's outstanding  common
     stock.   Until  the  Rights  become  exercisable,  they  have  no
     dilutive  effect on the Company's net earnings per common  share.
     The  Company can redeem the Rights, which are non-voting, at  any
     time prior to their becoming exercisable at a redemption price of
     $.001  per  Right.   The Rights will expire in May  2007,  unless
     redeemed earlier by the Company.


10.  Leases

     The  Company  leases various warehouse and office facilities  and
     certain equipment under long-term operating lease agreements that
     expire  at  various  dates. At January 1, 2000,  the  Company  is
     obligated under operating lease agreements to make future minimum
     lease payments as follows:

            (In thousands)
            2000                                          $   15,221
            2001                                              13,159
            2002                                              11,494
            2003                                               8,622
            2004                                               5,989
            Thereafter                                        31,129
              Total minimum lease payments                $   85,614

     Total rental expense for operating leases in 1999, 1998 and  1997
     was approximately $16.3 million, $12.8 million and $10.1 million,
     respectively.

     During  the  third  quarter of 1999, the  Company  increased  its
     master  operating  lease  facility from $42.0  million  to  $47.0
     million, which is used to construct or purchase four distribution
     centers.  Two of these distribution centers became operational in
     early  1999, and two distribution centers are planned  to  become
     operational in 2000.  Under this agreement, the lessor  owns  the
     distribution  centers, incurs the related debt to  construct  the
     facilities,  and thereafter leases each facility to the  Company.
     The  Company has entered into a commitment to lease each facility
     for  a  period  beginning upon completion of  each  property  and
     ending  on  September  12, 2002, including extensions.  Upon  the
     expiration  of  each  lease,  the  Company  has  the  option   to
     renegotiate  the  lease, sell the facility to a third  party,  or
     purchase  the facility at its original cost. If the Company  does
     not  exercise  its  purchase options,  the  Company  has  maximum
     residual value guarantees of 88% of the aggregate property  cost.
     These  residual value guarantees are not included  in  the  above
     table of future minimum lease payments.  The Company expects  the
     fair  value  of  the  properties included  in  this  facility  to
     eliminate  or  substantially reduce the Company's exposure  under
     the  residual  value guarantees. Through January 1,  2000,  total
     construction expenditures by the lessor were approximately  $32.1
     million under this facility.

11.  Income Taxes

     Income tax expense consists of the following:

      (In thousands)                            1999     1998     1997
      Current:
       Federal                               $ 11,677  $ 8,048  $ 6,800
       State                                      747      537      257
                                               12,424    8,585    7,057
      Deferred:
       Federal                                   (608)   1,208    1,174
       State                                      184      172       67
                                                 (424)   1,380    1,241
         Total income tax expense            $ 12,000  $ 9,965  $ 8,298

<TABLE>
<CAPTION>

     The  effective  income tax rates for 1999,  1998  and  1997  were
     38.4%,  36.4% and 37.4%, respectively. Actual income tax  expense
     differs from the amount computed by applying the applicable  U.S.
     Federal  corporate  income tax rate of  35%  to  earnings  before
     income taxes as follows:

(In thousands)                                                    1999     1998      1997
<S>                                                             <C>       <C>      <C>
   Federal income taxes computed at statutory rate              $ 10,938  $ 9,581  $ 7,769
   Increase (decrease) in income taxes resulting from:
     State income taxes, net of federal income tax benefit           211      464      211
     Non-deductible expenses                                         306      126      135
     Tax credits                                                    (353)       -        -
     Losses attributable to S-corporation periods                    283     (535)    (328)
     Amortization of goodwill                                        340      288      164
     Other, net                                                      275       41      347
       Total income tax expense                                 $ 12,000  $ 9,965  $ 8,298

</TABLE>

     Deferred income taxes are recorded based upon the tax effects  of
     differences  between the financial statement  and  tax  bases  of
     assets  and  liabilities  and available tax  loss  carryforwards.
     Temporary  differences and carryforwards that created significant
     deferred  tax  assets  and liabilities at  January  1,  2000  and
     January 2, 1999 were as follows:

      (In thousands)                                 1999      1998
      Deferred tax assets:
        Allowance for doubtful accounts            $  1,647  $  1,103
        Inventories                                     461         -
        Accrued employee benefits                     1,150         -
        Self-insurance reserves                       1,333     1,429
        Deferred income                                 559       101
        State operating loss carryforwards              732       228
        Tax credit carryforwards                        825         -
        Other                                           219       100
          Total gross deferred tax assets             6,926     2,961
        Less valuation allowance                       (194)     (194)
          Net deferred tax assets                     6,732     2,767
     Deferred tax liabilities:
        Property, plant and equipment                 7,991     6,263
        Inventories                                       -       139
        Basis difference in intangible assets         1,465       880
          Total gross deferred tax liabilities        9,456     7,282
          Net deferred tax liability               $ (2,724) $ (4,515)

     The net deferred income tax liabilities are presented in the
     January 1, 2000 and January 2, 1999 consolidated balance sheets
     as follows:

      (In thousands)                                  1999     1998
      Current deferred tax asset                   $  5,570  $    808
      Noncurrent deferred tax liability              (8,294)   (5,323)
        Net deferred tax liability                 $ (2,724) $ (4,515)

     The  valuation allowance relates primarily to state net operating
     loss carryforwards of certain of the Company's subsidiaries.  The
     state  net  operating  loss carryforwards expire  in  years  2009
     through  2019.   The  Company  has  a  state  income  tax  credit
     carryforward  of  approximately $825,000 which expires  in  2004.
     The  Company  believes  the  deferred  tax  assets,  net  of  the
     valuation allowance, will more likely than not be realized.

12.  Employee Benefits

     Employee Savings and Stock Ownership Plan

     The  Company sponsors the Performance Food Group Company Employee
     Savings  and Stock Ownership Plan (the "ESOP"). The ESOP consists
     of  two components: a leveraged employee stock ownership plan and
     a  defined contribution plan covering substantially all full-time
     employees.

     In  1988,  the  ESOP acquired 1,821,398 shares of  the  Company's
     common  stock  from existing shareholders, financed  with  assets
     transferred from predecessor plans and the proceeds of  the  ESOP
     loan,  discussed  in  Note 8.  The Company is  required  to  make
     contributions  to  the ESOP equal to the principal  and  interest
     amounts  due  on  the  ESOP  loan. Accordingly,  the  outstanding
     balance   of   the  ESOP  loan  is  included  in  the   Company's
     consolidated  balance sheets as a liability  with  an  offsetting
     amount included as a reduction of shareholders' equity.

     The  ESOP  expense  recognized by the Company  is  equal  to  the
     principal portion of the required payments. Interest on the  ESOP
     loan  is  recorded  as interest expense. The Company  contributed
     approximately  $680,000 to the ESOP per year in  1999,  1998  and
     1997. These amounts included interest expense on the ESOP loan of
     approximately $146,000, $182,000 and $212,000 in 1999,  1998  and
     1997, respectively. The release of ESOP shares is based upon debt-
     service  payments.   Upon release, the shares  are  allocated  to
     participating employees' accounts.  At January 1, 2000,   925,611
     shares  had  been allocated to participant accounts  and  355,568
     shares were held as collateral for the ESOP loan. All ESOP shares
     are considered outstanding for earnings-per-share calculations.

     Employees participating in the defined contribution component  of
     the  ESOP  may  elect to contribute between 1% and 15%  of  their
     qualified  salary under the provisions of Internal  Revenue  Code
     Section 401(k).  Beginning in 1997, the Company matched one  half
     of the first 3% of employee deferrals under the ESOP, for a total
     match of 1.5%.  In 1999, the Company matched 100% of the first 1%
     of  employee  contributions, and 50% of the next 2%  of  employee
     contributions,  for  a  total  match  of  2%.    Total   matching
     contributions  were $1,312,000, $684,000 and $549,000  for  1999,
     1998  and  1997, respectively. The Company, at the discretion  of
     the  Board of Directors, may make additional contributions to the
     ESOP.  The Company made no discretionary contributions under  the
     defined contribution portion of the ESOP in 1999, 1998 or 1997.

     Employee Health Benefit Plans

     The Company sponsors a self-insured, comprehensive health benefit
     plan  designed  to  provide insurance coverage to  all  full-time
     employees and their dependents. The Company accrues its estimated
     liability for these self-insured benefits, including an  estimate
     for incurred but not reported claims. This accrual is included in
     accrued  expenses in the consolidated balance sheets. The Company
     provides no post-retirement benefits to former employees.

13.  Stock Compensation Plans

     At January 1, 2000, the Company had four stock-based compensation
     plans,  which  are  described in the  following  paragraphs.   In
     accordance  with  APB No. 25, no compensation  expense  has  been
     recognized  for  the  Company's  stock  option  plans  and  stock
     purchase  plan.   Had compensation expense for those  plans  been
     determined  based on the fair value at the grant date, consistent
     with  the method in SFAS No. 123, the Company's net earnings  and
     net  earnings  per common share would have been  reduced  to  the
     following pro forma amounts:


     (In thousands except per share amounts)    1999      1998      1997

       Net earnings           As reported     $ 19,251  $ 17,410  $ 13,900
                              Pro forma         17,311    15,726    13,030

       Basic net earnings     As reported     $   1.40  $   1.30  $   1.09
        per common share      Pro forma           1.26      1.17      1.02

       Diluted net earnings   As reported     $   1.35  $   1.25  $   1.04
         per common share     Pro forma           1.22      1.13       .98

     The  fair  value of each option was estimated at the  grant  date
     using  the  Black-Scholes option-pricing  model.   The  following
     weighted-average assumptions were used for all stock option  plan
     grants  in 1999, 1998 and 1997, respectively: risk-free  interest
     rates  of 5.28%, 5.56% and 6.14%; expected volatilities of 44.3%,
     45.8%  and  46.5%; expected option lives of 7.2 years, 6.4  years
     and 7.6 years; and expected dividend yields of 0%, 0% and 0%.

     The pro forma effects of applying SFAS No. 123 are not indicative
     of  future amounts because SFAS No. 123 does not apply to  awards
     granted prior to fiscal 1996.  Additional stock option awards are
     anticipated in future years.

     Stock Option and Incentive Plans

     The Company sponsors the 1989 Nonqualified Stock Option Plan (the
     "1989  Plan"). The options granted under this plan  vest  ratably
     over  a four-year period from date of grant. At January 1,  2000,
     141,870  options were outstanding, all of which were exercisable.
     The  options have terms of 10 years from the date of  grant.   No
     grants have been made under the 1989 Plan since July 21, 1993.

     The Company also sponsors the 1993 Outside Directors Stock Option
     Plan  (the "Directors Plan"). A total of 105,000 shares have been
     authorized in the Directors Plan. The Directors Plan provides for
     an  initial  grant to each non-employee member of  the  Board  of
     Directors  of 5,250 options and an annual grant of 2,500  options
     at  the  then  current market price. Options  granted  under  the
     Directors  Plan totaled 10,000 in 1999, 12,750 in 1998 and  7,500
     in  1997. These options vest one year from the date of grant  and
     have  terms of 10 years from the grant date.  At January 1, 2000,
     59,500   options   were  outstanding,  of   which   49,500   were
     exercisable.

     The 1993 Employee Stock Incentive Plan (the "1993 Plan") provides
     for  the  award  of  up to 1,625,000 shares of  common  stock  to
     officers,  key  employees and consultants of the Company.  Awards
     under  the  1993 Plan may be in the form of stock options,  stock
     appreciation  rights,  restricted stock,  deferred  stock,  stock
     purchase rights or other stock-based awards. The terms of  grants
     under  the  1993 Plan are established at the date  of  grant.  No
     grants of common stock or related rights were made in 1999,  1998
     or  1997.  Stock  options granted under  the  1993  Plan  totaled
     259,140,   405,280  and  122,100  for  1999,   1998   and   1997,
     respectively.  Options granted in 1999, 1998 and 1997  vest  four
     years  from the date of the grant.  At January 1, 2000, 1,078,670
     options were outstanding, of which 93,365 were exercisable.

<TABLE>
<CAPTION>

     A  summary  of  the Company's stock option activity  and  related
     information for all stock option plans for 1999, 1998 and 1997 is
     as follows:
                              1999                1998                  1997
                        Shares    Price     Shares     Price      Shares     Price
<S>                   <C>        <C>       <C>        <C>       <C>        <C>
Outstanding at
 beginning of year    1,338,047  $ 12.65   1,050,639  $  9.91   1,016,162   $  8.66
Granted                 269,140    25.52     418,030    18.66     129,600     17.93
Exercised              (284,289)    4.79     (73,095)    5.58     (86,972)     5.43
Canceled                (42,858)   17.25     (57,527)   14.53      (8,151)    12.67
Oustanding at
 end of year          1,280,040  $ 16.99   1,338,047  $ 12.65   1,050,639   $  9.91
Options
 exercisable
 at year-end            284,735  $  8.66     530,323  $  6.18     569,448   $  5.75
Weighted-average
 fair value of
 options granted
 during the year                 $ 13.84              $  9.83               $ 10.58

</TABLE>

<TABLE>
<CAPTION>

    The following table summarizes information about stock options outstanding
     at January 1,2000:

                  Options Outstanding                       Options Exercisable
                                  Weighted-
                      Number      Average      Weighted-                 Weighted-
    Range of       Outstanding    Remaining     Average    Exercisable    Average
    exercise        at Jan. 1,   Contractual   Exercise      Jan.1,      Exercise
     prices            2000         Life         Price       2000         Price
<S>                 <C>            <C>         <C>         <C>           <C>
$  3.67 - $  9.33     161,370       2.88       $  5.82      161,370      $  5.82
$ 10.00 - $ 14.50     340,644       5.74         13.33       95,615        10.35
$ 15.56 - $ 21.00     525,371       8.00         18.52       27,750        19.35
$ 23.75 - $ 28.40     252,655       9.28         25.84            -            -
$  3.67 - $ 28.40   1,280,040                  $ 16.99      284,735      $  8.66

</TABLE>

  Employee Stock Purchase Plan

     The  Company  maintains the Performance  Food
     Group  Employee  Stock  Purchase  Plan   (the
     "Stock   Purchase   Plan"),   which   permits
     eligible  employees  to invest  by  means  of
     periodic  payroll deductions in the Company's
     common  stock  at 85% of the  lesser  of  the
     market  price or the average market price  as
     defined in the plan document.  The Company is
     authorized to issue 362,500 shares under  the
     Stock  Purchase  Plan.  At January  1,  2000,
     subscriptions  under the Stock Purchase  Plan
     were  outstanding  for  approximately  34,000
     shares at $20.72 per share.

14.  Related Party Transactions

     The  Company  leases land and buildings  from
     certain  shareholders and  members  of  their
     families.  The  Company made  lease  payments
     under these leases of approximately $908,000,
     $673,000 and $604,000 in 1999, 1998 and 1997,
     respectively. The Company believes the  terms
     of  these  leases are no less favorable  than
     those  that  would  have been  obtained  from
     unaffiliated parties.

     In  addition,  the Company paid approximately
     $294,000  in 1997 to a company that is  owned
     by  a shareholder of the Company and a member
     of his family for transportation services. No
     such payments were made in 1999 or 1998.

     In  July  1998, the Company acquired  certain
     net  assets of VFG, a division of a privately
     owned  foodservice  distributor  in  which  a
     member  of  the  Company's management  has  a
     minor   ownership   interest.   The   Company
     believes  the terms of this transaction  were
     no  less favorable than those that would have
     been obtained from unaffiliated parties.

15.  Contingencies

     The  Company  is  engaged  in  various  legal
     proceedings which have arisen in  the  normal
     course  of business, but have not been  fully
     adjudicated.  In the opinion  of  management,
     the  outcome  of these proceedings  will  not
     have   a  material  adverse  effect  on   the
     Company's consolidated financial condition or
     results of operations.

16.  Industry Segment Information

     The  Company  has three reportable  segments:
     Broadline,  Customized  and  Fresh-Cut.   The
     accounting   policies   of   the   reportable
     segments  are the same as those described  in
     Note  1.  Certain 1998 and 1997 amounts  have
     been  reclassified  to conform  to  the  1999
     presentation,  consistent  with  management's
     reporting structure:

<TABLE>
<CAPTION>
                                                   Fresh-     Corporate &
(In thousands)            Broadline   Customized    Cut       Intersegment   Consolidated
<S>                     <C>           <C>         <C>        <C>            <C>
1999
Net external sales      $ 1,145,536   $ 823,742   $ 86,320   $          -   $ 2,055,598
Intersegment sales            3,575           -     13,186        (16,761)            -
Operating profit             30,167       9,933      5,009         (5,168)       39,341
Total assets                308,531      93,776     48,259         11,479       462,045
Interest expense
 (income)                     6,953       2,447        260         (4,272)        5,388
Depreciation and
 amortization                 9,906       1,605      2,033            593        14,137
Capital
 expenditures                13,831       1,711      9,292          1,172        26,006

1998
Net external sales      $   985,729   $ 676,794   $ 58,793   $          -   $ 1,721,316
Intersegment sales            2,879           -     13,409        (16,288)            -
Operating profit             23,011       8,271      3,614         (3,305)       31,591
Total assets                279,471      80,866     15,167         12,208       387,712
Interest expense
 (income)                     8,376       1,122       (537)        (4,550)        4,411
Depreciation and
 amortization                 8,702       1,455      1,219            125        11,501
Capital
 expenditures                 9,308      15,738      1,500            117        26,663

1997
Net external sales      $   755,831  $  535,004   $ 40,167   $         -    $ 1,331,002
Intersegment sales            2,811           -     12,907       (15,718)             -
Operating profit             20,590       5,123      2,133        (2,781)        25,065
Total assets                225,673      61,701     14,198         7,373        308,945
Interest expense
 (income)                     6,216       1,274       (289)       (4,223)         2,978
Depreciation and
 amortization                 6,094       1,350      1,045           103          8,592
Capital
 expenditures                 6,922       1,048        997            87          9,054

</TABLE>

Independent Auditors' Report on Financial Statement Schedule

The Board of Directors
Performance Food Group Company

Under  date  of  February 7, 2000, we reported   on  the  consolidated
balance sheets of Performance Food Group Company and subsidiaries (the
"Company") as of January 1, 2000 and January 2, 1999, and the  related
consolidated  statements of earnings, shareholders'  equity  and  cash
flows  for  each  of the fiscal years in the three-year  period  ended
January   1,  2000,  as  contained  in  the  1999  annual  report   to
shareholders.  These consolidated financial statements and our  report
thereon  are  included in the 1999 annual report  on  Form  10-K.   In
connection   with  our  audits  of  the  aforementioned   consolidated
financial  statements, we also audited the related financial statement
schedule  as  listed  in  the accompanying  index.   This  financial
statement   schedule  is  the  responsibility   of   the   Company's
management.   Our  responsibility is to express an  opinion  on  this
financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in
relation  to the basic consolidated financial statements  taken  as  a
whole,  presents fairly, in all material aspects, the information  set
forth therein.

                                        / s /  KPMG LLP



Richmond, Virginia
February 7, 2000





            PERFORMANCE FOOD GROUP COMPANY AND SUBSIDIARIES
                    VALUATION AND QUALIFYING ACCOUNTS
                              (in thousands)


                       Beginning                                      Ending
                        Balance         Additions        Deductions   Balance
                                    Charged     Charged
                                      to        to Other
                                    Expense     Accounts

Allowance for Doubtful Accounts

December 27, 1997     $  2,348     $   451      $ 648     $   677      $ 2,769

January 2, 1999          2,769       2,426        498       1,802        3,891

January 1, 2000          3,891       2,702        250       2,366        4,477


                             Exhibit Index


Exhibit
Number                   Description



21      --  List of Subsidiaries.

23.1    --  Consent of Independent Auditors.

27.1    --  Financial Data Schedule (SEC purposes only).

27.2    --  Restated Financial Data Schedule for Year Ended
            January 2, 1999 (SEC purposes only).

27.3    --  Restated Financial Data Schedule for Year Ended December 27,
            1997 (SEC purposes only).