EXHIBIT 10.31
            THIRD AMENDMENT TO CREDIT AGREEMENT


      This  THIRD AMENDMENT TO CREDIT AGREEMENT (the  "Third
Amendment")  dated as of December 15, 2000 among PERFORMANCE
FOOD   GROUP   COMPANY,   a   Tennessee   corporation   (the
"Borrower"),  the  lenders parties to the  Credit  Agreement
referred  to below (the "Lenders"), and FIRST UNION NATIONAL
BANK,  as administrative agent (the "Administrative  Agent")
for the Lenders thereunder.

                   PRELIMINARY STATEMENTS:

      The Borrower, the Lenders and the Administrative Agent
have  entered into a Credit Agreement dated as of  March  5,
1999   (as  amended,  restated,  supplemented  or  otherwise
modified  from  time  to time, the "Credit  Agreement";  the
terms  defined therein being used herein as therein  defined
unless otherwise defined herein).

      The Borrower has informed the Administrative Agent and
the  Lenders  that  it intends to enter into  a  receivables
purchase facility (the "Receivables Purchase Facility").

      The Administrative Agent and the Required Lenders are,
on  the terms and conditions stated below, willing to  grant
the  request of the Borrower to amend the Credit  Agreement,
and  the  Borrower and the Required Lenders have  agreed  to
amend the Credit Agreement as hereinafter set forth.

      Section  1.      Third Amendment to Credit  Agreement.
The Credit Agreement is, effective as of the date hereof and
subject to the satisfaction of the conditions precedent  set
forth in Section 2, hereby amended as follows:

           (a)  Amendment of Definition:   The definition of
     "Debt" in Section 1.1 of the Credit Agreement is hereby
     amended by

                (i)  deleting the "and" at the  end  of
     clause (g) in its entirety,

                (ii) by inserting the word "and" at the
     end of clause (h); and

                (iii)  by adding the following language
     to the end of such definition:

               and,   (i)  although  the   parties
               acknowledge       that        asset
               securitization   facilities    that
               comply with Section 10.6(e) may not
               constitute  indebtedness   of   the
               Borrower  under GAAP, nevertheless,
               solely  for purposes of determining
               compliance with the terms  of  this
               Agreement, all asset securitization
               facilities,      including      the
               Receivables   Purchase    Facility,
               shall be treated as Debt.

           (b)  Addition of Definitions.  Section 1.1 of the
     Credit  Agreement  is amended by the  addition  of  the
     following defined term (in alphabetical order):

               "Consolidated Assets" shall mean, at any
          time,  the total assets of Borrower  and  its
          Subsidiaries  determined  on  a  Consolidated
          basis in accordance with GAAP.

                 "Disposition"  shall  mean  the  sale,
          lease,  transfer  or  other  disposition   of
          property  (including without  limitation  the
          transfer  or  issuance of  shares  or  equity
          interests  in any Subsidiary) but  shall  not
          include  any  public taking or  condemnation,
          and "Dispose of" and "Disposed of" shall have
          a  corresponding meaning to Disposition.  The
          term   Disposition  shall  not   include   an
          exchange of assets, provided that the  assets
          involved  in  such exchange  are  similar  in
          function in that after giving effect to  such
          exchange  there has not been (A)  a  Material
          Adverse   Effect   upon  Borrower   and   its
          Subsidiaries  taken  as  a  whole,  (B)   any
          material    deterioration   of   cash    flow
          generation  from or in connection  with  such
          assets, or (C) any material deterioration  in
          the  overall  quality of plant, property  and
          equipment  of  Borrower and its  Subsidiaries
          taken  as  a whole.  An "exchange"  shall  be
          deemed  to  have  occurred  if  each  of  the
          transactions   involved   shall   have   been
          consummated within a six-month period.

                "Fair Market Value" shall mean, at  any
          time,  the sale value of property that  would
          be  realized in an arm's length sale at  such
          time  between an informed and willing  buyer,
          and an informed and willing seller, under  no
          compulsion to buy or sell, respectively.

                "Receivables Purchase Facility" means a
          receivables  purchase facility  as  permitted
          hereunder.

                "Third  Amendment to Credit  Agreement"
          means   the   Third   Amendment   to   Credit
          Agreement, dated as of December 15, 2000  and
          effective  as provided therein, by and  among
          the  Borrower, the Lenders party thereto, and
          the Administrative Agent.

           (c)   Section  10.1  of the Credit  Agreement  is
     hereby amended as follows:

                (i)  by deleting the word "and" at  the
          end of clause (i);

               (ii)      by inserting the word "and" at
          the end of clause (j); and

               (iii)     by inserting new clause (k) as
          follows:

                    (k)   the Receivables Purchase
                    Facility  so  long   as   such
                    facility  complies  with   the
                    terms   and   conditions    of
                    Section 10.6(e).

          (d)  Section 10.3 is hereby amended as follows:

                (i)  by deleting the word "and" at  the
          end of clause (g);

                (ii) by deleting the period at the  end
          of  clause (h) and inserting "; and" in  lieu
          thereof; and

               (iii)     by inserting new clause (i) to
          read in its entirety as follows:

                    (i)   Liens  on  or  ownership
                    interest      in      accounts
                    receivable     granted      in
                    connection      with       the
                    Receivables Purchase Facility.

          (e)  Section 10.6 is hereby amended as follows:

                (i)  by deleting the word "and" at  the
          end of clause (c);

                (ii) by deleting the period at the  end
          of  clause (d) and inserting "; and" in  lieu
          thereof;

                (iii)     by inserting a new clause (e)
          to read in its entirety as set forth below:

               (e)  Borrower or any Subsidiary may Dispose of any other of
               its assets so long as immediately after giving effect to
               such Disposition:

               (i)  the consideration for such assets represents Fair
               Market Value of such assets at the time of such Disposition;
               (ii) the cumulative net book value of all such assets
               Disposed of by Borrower and its Subsidiaries during any
               period of twelve (12) consecutive calendar months does not
               exceed 15% of Consolidated Assets determined as of the most
               recently completed fiscal year.  The net book value of any
               assets shall be determined as of the respective date of
               Disposition of those assets;
               (iii)     the Borrower provides to the Administrative Agent
               an opinion of counsel to the Borrower which provides that
               the Disposition is a true sale; and
               (iv) the Person to which any receivables are sold is a
               bankruptcy remote entity.

               For   purposes   of  this   Section
               10.6(e),   the  sale  of  ownership
               interests in receivables  to  third
               parties   under   the   Receivables
               Purchase  Facility or  any  similar
               facility shall constitute a sale of
               assets  based  upon  the  net  book
               value  of the receivables in  which
               the   certificates  sold  to  third
               parties   represent  an   ownership
               interest.    To  the  extent   that
               receivables    are    repaid     or
               repurchased, no additional sale  of
               assets  shall   be deemed  to  have
               taken  place  upon the transfer  of
               additional   receivables   to   the
               holders    of    the   certificates
               evidencing the ownership  interests
               therein  so  long as the  aggregate
               net  book  value of receivables  in
               which    the   holders    of    the
               certificates   have  an   ownership
               interest is not increased over  the
               amount initially transferred.

          (f)   Article IX is hereby amended by adding a new
     Section 9.4 to read in its entirety as follows:

               "Ratio of Debt to EBITDA Plus  ELLF
               Rents"   As  of any fiscal  quarter
               end,  permit the ratio on such date
               of (a) Total Debt to (b) the sum of
               (i)   EBITDA  for  the  immediately
               preceding   four  fiscal   quarters
               (which shall include, to the extent
               not     already    included,    the
               unadjusted EBITDA of any  Permitted
               Acquisition  for such period)  plus
               (ii)  rent payments under the ELLFs
               during  such period, to be  greater
               than 3.00 to 1.00.

     Section 2.     Conditions of Effectiveness.  This Third
Amendment  shall become effective when, and  only  when  the
Administrative  Agent  shall have received  counterparts  of
this   Third   Amendment  executed  by  the  Borrower,   the
Administrative Agent and the Required Lenders or, as to  any
of  the  Lenders, advice satisfactory to the  Administrative
Agent  that such Lenders have executed this Third  Amendment
and   the   Administrative  Agent  shall  have  additionally
received  all  of  the  following documents,  each  document
(unless otherwise indicated) being dated the date of receipt
thereof by the Administrative Agent (which date shall be the
same   for  all  such  documents),  in  form  and  substance
satisfactory to the Administrative Agent:

          (a)    Authorization   and   Approval   Documents.
     Certified  copies of (i) the resolutions  of  Board  of
     Directors   of  the  Borrower  approving   this   Third
     Amendment  and  (ii)  all documents,  evidencing  other
     necessary  corporate action and governmental approvals,
     if  any,  with  respect  to this Third  Amendment,  the
     matters contemplated hereby and thereby;

          (b)  Certificate of Incumbency.  A certificate  of
     the Secretary or an Assistant Secretary of the Borrower
     certifying  the  names  and  true  signatures  of   its
     officers  authorized to sign this Third  Amendment  and
     other documents to be delivered hereunder;

          (c)   Issuance  of  Additional  Equity.   Evidence
     satisfactory  to  the  Administrative  Agent  that  the
     Borrower  has received net proceeds from the Additional
     Equity Issuance (as defined in the Second Amendment) in
     an  aggregate amount in excess of $95,000,000, all upon
     terms and conditions satisfactory to the Administrative
     Agent;

          (d)   Redi-Cut Acquisition.  Evidence satisfactory
     to   the   Administrative  Agent  that   the   Redi-Cut
     Acquisition  (as defined in the Second  Amendment)  has
     been  consummated  and  that  such  acquisition  is   a
     Permitted Acquisition;

          (e)   Fees,  Costs Expenses and Taxes.  All  fees,
     costs,  expenses and taxes set forth in  Section  5  of
     this Third Amendment; and

          (f)   Other  Documents.  Any  other  documents  or
     instruments  reasonably requested by the Administrative
     Agent  in  connection with the execution of this  Third
     Amendment.

      Section 3.     Representations and Warranties  of  the
Borrower.  The Borrower represents and warrants as follows:

          (a)  The Borrower is a corporation duly organized,
     validly existing and in good standing under the laws of
     the  jurisdiction  indicated at the beginning  of  this
     Third Amendment.

          (b)   The  execution, delivery and performance  by
     the  Borrower  of  this Third Amendment  and  the  Loan
     Documents, as amended hereby, to which it is or  is  to
     be  a party are within the Borrower's corporate powers,
     have  been  duly authorized by all necessary  corporate
     action and do not contravene (i) the Borrower's charter
     or  by-laws,  (ii)  Applicable Law or  any  contractual
     restriction  binding  on  or  affecting  the  Borrower,
     except  to  the  extent a breach  of  such  contractual
     restriction would not have a Material Adverse Effect.

          (c)   No  authorization, approval or other  action
     by,  and  no notice to or filing with, any governmental
     authority  or regulatory body is required for  the  due
     execution, delivery and performance by the Borrower  of
     this  Third Amendment or any of the Loan Documents,  as
     amended hereby, to which it is or is to be a party.

          (d)   This  Third Amendment and each of the  other
     Loan  Documents,  as  amended  hereby,  to  which   the
     Borrower is a party constitute legal, valid and binding
     obligations  of  the Borrower enforceable  against  the
     Borrower  in  accordance with their  respective  terms,
     except   as   such  enforcement  may  be   limited   by
     bankruptcy,  insolvency, reorganization, moratorium  or
     similar  state or federal debtor relief laws from  time
     to  time  in  effect  which affect the  enforcement  of
     creditors'  rights in general and the  availability  of
     equitable remedies.

          (e)   The  representations and warranties made  by
     the  Borrower  pursuant to Article  VI  of  the  Credit
     Agreement, are true and correct with the same effect as
     if  made  on and as of the date hereof, except for  any
     representation and warranty made as of an earlier date,
     which  such  representation and warranty  shall  remain
     true and correct as of such earlier date.

          (f)   No  Default or Event of Default  shall  have
     occurred  and be continuing under the Credit  Agreement
     on  the  date  hereof except to the extent remedied  by
     this Third Amendment.

     Section  4.      Reference to and Effect  on  the  Loan
Documents.

          (a)    Upon   the  effectiveness  of  this   Third
     Amendment, on and after the date hereof each  reference
     in   the   Credit   Agreement  to   "this   Agreement",
     "hereunder", "hereof" or words of like import referring
     to  the  Credit  Agreement, and each reference  in  the
     other   Loan   Documents  to  "the  Credit  Agreement",
     "thereunder",  "thereof"  or  words  of   like   import
     referring to the Credit Agreement, shall mean and be  a
     reference to the Credit Agreement as amended hereby.

          (b)   Except  as specifically amended  above,  the
     Credit  Agreement,  the  Notes,  and  all  other   Loan
     Documents,  are and shall continue to be in full  force
     and  effect and are hereby in all respects ratified and
     confirmed.

          (c)  The execution, delivery and effectiveness  of
     this  Third  Amendment shall not, except  as  expressly
     provided  herein,  operate as a waiver  of  any  right,
     power  or  remedy  of any Lender or the  Administrative
     Agent under any of the Loan Documents, nor constitute a
     waiver of any provision of any of the Loan Documents.

     Section  5.      Fees, Costs, Expenses and Taxes.   The
Borrower  agrees to pay on demand all costs and expenses  of
the Administrative Agent in connection with the preparation,
execution,   delivery,  administration,   modification   and
amendment  of this Third Amendment and the other instruments
and  documents to be delivered hereunder, including, without
limitation,  the reasonable fees and out-of-pocket  expenses
of counsel for the Administrative Agent with respect thereto
and with respect to advising the Administrative Agent as  to
its  rights  and responsibilities hereunder and  thereunder.
The  Borrower further agrees to pay on demand all costs  and
expenses,  if any (including, without limitation, reasonable
counsel   fees  and  expenses),  in  connection   with   the
enforcement (whether through negotiations, legal proceedings
or   otherwise)  of  this  Third  Amendment  and  the  other
instruments   and  documents  to  be  delivered   hereunder,
including, without limitation, reasonable counsel  fees  and
expenses in connection with the enforcement of rights  under
this Section 5.  In addition, the Borrower shall pay any and
all  stamp  and  other  taxes payable or  determined  to  be
payable  in  connection with the execution and  delivery  of
this Third Amendment and the other instruments and documents
to   be   delivered  hereunder,  and  agrees  to  save   the
Administrative  Agent  and  each Lender  harmless  from  and
against any and all liabilities with respect to or resulting
from any delay or omission to pay such taxes.

     Section  6.     Execution in Counterparts.  This  Third
Amendment may be executed in any number of counterparts  and
by  different parties hereto in separate counterparts,  each
of  which when so executed and delivered shall be deemed  to
be  an  original  and  all  of which  taken  together  shall
constitute but one and the same agreement.

     Section  7.      Governing Law.  This  Third  Amendment
shall be governed by, and construed in accordance with,  the
laws  of  the State of North Carolina, without reference  to
the conflicts or choice of laws principles thereof.

     Section 8.     Fax Transmission.  A facsimile, telecopy
or  other  reproduction  of  this  Third  Amendment  may  be
executed by one or more parties hereto, and an executed copy
of  this  Third Amendment may be delivered by  one  or  more
parties   hereto  by  facsimile  or  similar   instantaneous
electronic  transmission  device  pursuant  to   which   the
signature  of  or on behalf of such party can be  seen,  and
such  execution  and  delivery shall  be  considered  valid,
binding  and effective for all purposes.  At the request  of
any  party  hereto, all parties hereto agree to  execute  an
original  of this Third Amendment as well as any  facsimile,
telecopy or other reproduction hereof.


     IN WITNESS WHEREOF, the parties hereto have caused this
Third  Amendment to be executed by their respective officers
thereunto  duly  authorized, as  of  the  date  first  above
written.

                          PERFORMANCE FOOD GROUP COMPANY,
                          as Borrower
[CORPORATE SEAL]
                          By:
                          Name:
                          Title:


                          FIRST UNION NATIONAL BANK,
                          as Administrative Agent and Lender

                          By:
                          Name:
                          Title:

                          BANK OF AMERICA N.A.,
                          as Lender

                          By:
                          Name:
                          Title:

                          THE CHASE MANHATTAN BANK,
                          as Lender

                          By:
                          Name:
                          Title:

                          BANK ONE, N.A. (f/k/a THE FIRST
                          NATIONAL BANK OF CHICAGO),
                          as Lender

                          By:
                          Name:
                          Title:


                          HIBERNIA NATIONAL BANK,
                          as Lender

                          By:
                          Name:
                          Title: