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 December 30, 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  23,  2001
was   approximately  $827,300,000.   The  market   value
calculation was determined using the closing sale  price
of  the Registrant's common stock on March 23, 2001,  as
reported on The Nasdaq Stock Market.

Shares of common stock, $.01 par value per share,
outstanding on March 23, 2001 were 17,837,644.

           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 2, 2001 are incorporated
                    by reference into Items 10, 11, 12 and 13.


                          TABLE OF CONTENTS

                               Part I

Item 1.    Business                                                  3
           The Company and its Business Strategy                     3
           Growth Strategies                                         3
           Customers and Marketing                                   4
           Products and Services                                     5
           Suppliers and Purchasing                                  6
           Information Systems                                       6
           Operations                                                7
           Competition                                               9
           Regulation                                                9
           Intellectual Property                                     9
           Employees                                                10
           Executive Officers                                       10
           Forward-Looking Statements                               11
           Risk Factors                                             11

Item 2.    Properties                                               13

Item 3.    Legal Proceedings                                        14

Item 4.    Submission of Matters to a Vote of Shareholders          14

                              Part II

Item 5.    Market for the Registrant's Common Stock and
           Related Stockholder Matters                              14

Item 6.    Selected Consolidated Financial Data                     15

Item 7.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations            16

Item 7A.   Quantitative and Qualitative Disclosures About
           Market Risk                                              21

Item 8.    Financial Statements and Supplementary Data              21

Item 9.    Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure                   21

                              Part III

Item 10.   Directors and Executive Officers of the
           Registrant                                               21

Item 11.   Executive Compensation                                   21

Item 12.   Security Ownership of Certain Beneficial
           Owners and Management                                    21

Item 13.   Certain Relationships and Related
           Transactions                                             22

                              Part IV

Item 14.   Exhibits, Financial Statements Schedules and
           Reports on Form 8-K                                      22


             PERFORMANCE FOOD GROUP COMPANY

        Unless this Form 10-K indicates otherwise or the
context otherwise requires, the terms "we," "our,"  "us"
or  "Performance Food Group" as used in this  Form  10-K
refer   to  Performance  Food  Group  Company  and   its
subsidiaries. We use a 52/53 week fiscal year ending  on
the  Saturday closest to December 31. References in this
Form 10-K to the years or fiscal years 2000, 1999, 1998,
1997  and  1996 refer to our fiscal years ended December
30, 2000, January 1, 2000, January 2, 1999, December 27,
1997   and  December  28,  1996,  respectively,   unless
otherwise  expressly  stated or  the  context  otherwise
requires.

                             PART I

Item 1.  Business.

The Company and its Business Strategy

     Performance  Food  Group, a Tennessee  corporation,
was  founded in 1987 through 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.     (Further    discussion    of    recent
acquisitions is contained in Management's Discussion and
Analysis under Business Combinations.)  Performance Food
Group   is   the   nation's  fourth  largest   broadline
foodservice distributor based on 2000 net sales of  $2.6
billion.  We market and distribute over 31,000  national
and  proprietary  brand food and  non-food  products  to
approximately  27,000 customers in  the  foodservice  or
"food-away-from-home"  industry. Our  extensive  product
line and distribution system allow us to service both of
the  major  customer types in the foodservice  industry:
"street"    foodservice   customers,    which    include
independent  restaurants, hotels,  cafeterias,  schools,
healthcare facilities and other institutional customers;
and  multi-unit,  or "chain," customers,  which  include
regional  and  national quick-service and  casual-dining
restaurants.

     We   service  our  customers  through  three   main
operating  segments.  Note 15 to the  audited  financial
statements   in   this  Form  10-K  presents   financial
information for these segments.

     - Broadline.  Our broadline distribution segment
       markets and distributes more than 31,000 national and
       proprietary brand food and non-food products to a total
       of approximately 27,000 customers, including street
       customers and certain corporate-owned and franchisee
       locations of chains such as Burger King, Wendy's,
       Subway,  Church's and Popeye's. In the  broadline
       distribution segment, we design our product  mix,
       distribution  routes  and delivery  schedules  to
       accommodate the needs of a large number of customers
       whose individual purchases vary in size.  Generally,
       broadline distribution customers are located no more
       than 250 miles away from one of our twelve broadline
       distribution facilities, which serve customers in the
       southern, southeastern, eastern and northeastern United
       States.

     - Customized.  Our customized distribution segment
       focuses on serving casual-dining chain restaurants such
       as Cracker Barrel Old Country Store, Outback Steakhouse
       and TGI Friday's. We believe that these customers
       generally prefer a centralized point of contact that
       facilitates item and menu changes, tailored distribution
       routing and customer service resolution. We generally
       can service these customers more efficiently than our
       broadline distribution customers by warehousing only
       those  stock keeping units, or SKUs, specific  to
       customized segment customers and by making larger, more
       consistent  deliveries. We have  five  customized
       distribution facilities currently serving customers in
       49 states and several foreign countries.

     - Fresh-cut.  Our fresh-cut segment  purchases,
       processes, packages and distributes over 860 fresh
       produce offerings under our "Fresh Advantage" and "Redi-
       Cut" labels. Our fresh-cut operations are conducted at
       five processing facilities, and our fresh-cut products
       are sold mainly to third-party distributors for resale
       primarily to quick-service restaurants such as Burger
       King, KFC, McDonald's, Pizza Hut, Taco Bell and Subway
       located in the southeastern, southwestern and midwestern
       United States.  In addition, we also distribute fresh
       produce offerings to other foodservice distributors for
       resale  to  street accounts as well as to  retail
       establishments.

Growth Strategies

     Our  business  strategy is to grow our  foodservice
business  through both internal growth and acquisitions,
and  to  improve our operating profit margin. We believe
that we have the resources and competitive advantages to
continue  our  internal growth  and  that  we  are  well
positioned  to take advantage of the consolidation  that
is taking place in our industry.

     Our key growth strategies are as follows:

     Increase  Broadline Sales to Existing Accounts  and
Within  Existing Markets.  We seek to become a principal
supplier   for   more  of  our  broadline   distribution
customers  and to increase sales per delivery  to  those
customers. We believe that a higher penetration  of  our
existing  broadline  distribution accounts  and  markets
will  allow us to strengthen our relationships with  our
current  customers  and to realize  economies  of  scale
driven   by   greater  utilization   of   our   existing
distribution infrastructure.

     We  believe that we can increase our penetration of
the broadline distribution customer base through focused
sales  efforts that leverage our decentralized decision-
making process, our distribution infrastructure and  our
quality  products  and  value-added  services.  We  also
believe  that  the  typical broadline  customer  in  our
markets  uses  one  supplier for  the  majority  of  its
foodservice needs, but also relies upon a limited number
of  additional  broadline suppliers and  specialty  food
suppliers.   We  believe  those  customers  within   our
existing  markets  for which we are  not  the  principal
supplier represent an additional market opportunity  for
us.

     We  seek  to maintain our price competitiveness  in
the  broadline  distribution  segment  by  investing  in
technology  aimed at enhancing our purchasing  leverage.
We  are  currently implementing a program to standardize
product  descriptions  across our broadline  information
systems,  which  is  intended to  allow  us  to  enhance
coordination  of our buying activity and  enable  us  to
improve  our  purchasing  power.  In  addition,  we  are
continuing to invest in technology to provide our  sales
force  with  better  information with  which  to  assist
broadline customers and grow sales.

     Increase  Sales  to Street Customers.   Within  our
broadline segment, we plan to focus on increasing  sales
to  street  customers, which typically  generate  higher
operating  margins than our sales to chain accounts.  We
plan  to increase our penetration of the street customer
base by leveraging our broad range of products and value-
added  services and by continuing to invest in enhancing
the  quality of our sales force through improvements  in
our  hiring  and training efforts and in our utilization
of   technology.   Our  training  programs   and   sales
compensation system are designed to encourage our  sales
force   to  grow  sales  to  new  and  existing   street
customers.

     Increase Sales of Proprietary Brands.  We  seek  to
increase   sales  of  our  proprietary   brands,   which
typically generate higher margins than national  brands.
We  believe  that our proprietary brands, which  include
Pocahontas,  Raffinato  and  Colonial  Tradition,  offer
customers greater value than national brands, and  allow
us  to reduce our purchasing cost compared to the higher
purchase   prices  typically  associated  with  national
brands.   We  also  seek  to  increase  our   sales   of
proprietary  brands  through our  sales  force  training
program and sales compensation system.

     Grow  Our  Customized  Segment  with  Existing  and
Selected  New  Customers.  We  seek  to  strengthen  our
existing   customized  distribution   relationships   by
continuing  to  provide quality products at  competitive
prices  and  by  upgrading our level of service  through
initiatives,  such  as  electronic  data   transfer   of
ordering, billing and inventory information, which  help
ensure  on-time  delivery and more accurate  filling  of
orders.  We  also seek to selectively add new  customers
within  the customized distribution segment. We  believe
that  potential customers include large chains that have
traditionally  relied on in-house distribution  networks
and  customers that are dissatisfied with their existing
distributor  relationships, as well as  new  or  growing
restaurant   chains  that  have  yet  to   establish   a
relationship   with   a   primary   chain    foodservice
distributor.

     Become  a  Nationwide Leader in Fresh-cut  Produce.
We  intend to develop a national presence in the  fresh-
cut   produce   segment  by  continuing   to   introduce
innovative products, such as our machine-processed diced
and sliced tomato products, leveraging our core products
and  building our customer base by capitalizing  on  our
expertise in food safety and preservation.

     Increase  Operating  Efficiencies.   We   seek   to
increase  our  operating efficiencies by  continuing  to
invest  in  training- and technology-related initiatives
to   provide   increased  productivity  and  value-added
services. These productivity-related initiatives include
automated  warehouse  management  systems  using   radio
frequency  scanning for inventory put-away and selection
and computerized truck routing systems. In addition,  we
have  developed  and are rolling out  an  Internet-based
ordering  system that allows customers to have real-time
access  to  product  information, inventory  levels  and
their purchasing history.

     Actively  Pursue Strategic Acquisitions.  Over  the
past  decade,  we have supplemented our internal  growth
through  selective, strategic acquisitions.  We  believe
that   the   consolidation  trends  in  the  foodservice
distribution   industry   will   continue   to   present
acquisition  opportunities for  us,  and  we  intend  to
continue  to  target  acquisitions  both  in  geographic
markets that we already serve, which we refer to as fold-
in  acquisitions, as well as in new markets. We  believe
that  fold-in acquisitions can allow us to increase  the
efficiency  of  our operations by leveraging  our  fixed
costs  and  driving  more  sales  through  our  existing
facilities.   New   market   acquisitions   expand   our
geographic reach into markets we do not currently serve,
and can also allow us to leverage fixed costs.

Customers and Marketing

     We  believe  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,  among other means,  increased  computer
communications   and  more  efficient  deliveries.    In
addition, we believe that some of our larger street  and
chain customers gain operational efficiencies by dealing
with   one,   or   a  limited  number  of,   foodservice
distributors.

     Street  Customers.   Our street  customers  include
independent  restaurants, hotels,  cafeterias,  schools,
healthcare facilities and other institutional customers.
Despite the generally higher selling and delivery  costs
we  incur in servicing street customers, sales to  these
customers  typically  generate higher  operating  profit
margins  than sales to chain customers. As  of  December
30, 2000, we supported our sales to our street customers
with  more  than 700 sales and marketing representatives
and   product  specialists.  Our  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.  Sales
representatives  are  generally  compensated  through  a
combination  of commission and salary based  on  several
factors relating to profitability and collections. These
representatives typically use laptop computers to assist
customers   by   entering   orders,   checking   product
availability  and  pricing and developing  menu-planning
ideas on a real-time basis.

     Chain  Customers.   Our principal  chain  customers
generally  are franchisees or corporate-owned  units  of
family-dining,     casual-theme    and     quick-service
restaurants.   These  customers  include   casual-dining
restaurant concepts, such as Cracker Barrel Old  Country
Store, Outback Steakhouse and TGI Friday's, as well as a
total  of  approximately  4,400 Burger  King,  Church's,
Dairy  Queen, Freshens, KFC, Popeye's, Subway, TCBY  and
Wendy's quick-service restaurants. Our sales programs to
chain  customers tend to be tailored to  the  individual
customer and include a more specialized product offering
than  the sales programs for our street customers. Sales
to  chain customers are typically high volume, low gross
margin  sales that require fewer, but larger, deliveries
than  those  to  street customers. These programs  offer
operational and cost efficiencies for both the  customer
and us, which can help compensate us for the lower gross
margins. Our chain customers are supported primarily  by
dedicated  account representatives who  are  responsible
for ensuring that customers' orders are properly entered
and   filled.  In  addition,  more  senior  members   of
management  assist  in identifying potential  new  chain
customers  and managing long-term account relationships.
Two  of our chain customers, Cracker Barrel and Outback,
account  for  a significant portion of our  consolidated
net  sales.  Net sales to Cracker Barrel  accounted  for
16%, 17% and 18% of our consolidated net sales for 2000,
1999  and  1998,  respectively.  Net  sales  to  Outback
accounted  for 16%, 16% and 15% of our consolidated  net
sales  for 2000, 1999 and 1998, respectively.  No  other
chain  customer  accounted  for  more  than  5%  of  our
consolidated net sales in 2000.

     Fresh-cut   Customers.   Our   fresh-cut   business
provides  processed produce, including salads,  sandwich
lettuce  and  cut  tomatoes, mainly to distributors  for
resale   to   quick-service   restaurants   and    other
institutional  accounts. We seek to  develop  innovative
products  and  processing techniques  to  reduce  costs,
improve  product  quality and reduce sales  prices.  Our
customers for our fresh-cut products are primarily other
foodservice distributors who resell these products to  a
total  of more than 20,000 Burger King, KFC, McDonald's,
Pizza  Hut, Subway and Taco Bell restaurants.   We  also
service  several  food  product  manufacturers  such  as
Hormel and McCormick, as well as food retailers such  as
Jewel-Osco, a division of Albertson's, and Dominick's, a
division of Safeway.

Products and Services

     We   distribute  more  than  31,000  national   and
proprietary brand food and non-food products to a  total
of  approximately  27,000 foodservice customers.   These
items include a broad selection of "center-of-the-plate"
entrees,   canned  and  dry  groceries,  frozen   foods,
refrigerated  and  dairy products,  paper  products  and
cleaning   supplies,   fresh-cut   produce,   restaurant
equipment  and  other  supplies.  We  also  provide  our
customers  with  other  value-added  services  that  are
described below.

     Proprietary   Brands.   We   offer   customers   an
extensive  line  of  products under various  proprietary
brands  such as Pocahontas, Healthy USA, Premium Recipe,
Colonial Tradition, Raffinato, Gourmet Table, Brilliance
and   AFFLAB.   The  Pocahontas  brand  name  has   been
recognized  in  the food industry for  over  100  years.
Products  offered  under our various proprietary  brands
include  canned  and dry groceries,  table  top  sauces,
shortenings  and  oils,  among others.  Our  proprietary
brands  enable  us to offer customers an alternative  to
comparable  national  brands  across  a  wide  range  of
products  and  price points. For example, the  Raffinato
brand  consists  of a line of premium  pastas,  cheeses,
tomato  products,  sauces  and  oils  tailored  for  the
Italian  foods  market segment, while  our  Healthy  USA
brand  is  tailored  to meet the  needs  of  the  health
conscious market segment. We seek to increase the  sales
of  our  proprietary  brands, as  they  typically  carry
higher  margins than comparable national brand products.
We also believe that sales of our proprietary brands can
help to promote customer loyalty.

     National  Brands.  We offer our customers  a  broad
selection  of  national brand products. We believe  that
national  brands  are attractive to chain  accounts  and
other   customers  seeking  consistent  product  quality
throughout    their   operations.   We   believe    that
distributing   national  brands  has  strengthened   our
relationship  with many national suppliers that  provide
us  with  important sales and marketing  support.  These
sales   complement   sales  of  our  proprietary   brand
products.

     Innovative Fresh-Cut Products.  We believe that the
ability  to  provide quality products with an acceptable
shelf  life  is  key  to the success  of  our  fresh-cut
produce  business. We offer fresh-cut products, such  as
pre-cut  fruit, lettuce, onions and green peppers,  cole
slaw,  and  diced,  sliced and bulk  tomatoes,  that  we
purchase,  process and market under the Fresh  Advantage
and  Redi-Cut labels.  As quick-service restaurants seek
to  increase their profitability by reducing reliance on
labor-intensive tasks conducted on-site, we believe that
there  is an opportunity for us to capture market  share
by  introducing  innovative products.  For  example,  we
believe  that  sliced  tomatoes  are  one  of  the   few
remaining produce items to still be processed on-site in
quick-service  restaurants.  We  believe   that   sliced
tomatoes,  when  individually  sliced  by  quick-service
restaurant  employees,  are generally  characterized  by
inconsistent slice thickness, relatively high waste  and
increased   food-safety  risk.  To  help  resolve   this
problem, we have developed equipment that allows  us  to
process  sliced tomatoes with consistently high  quality
and  to sell them at a price which we believe can  allow
quick-service  restaurants  to  realize   savings   when
compared  to the total costs of procurement and  on-site
processing.

     Value-added  Services.  We provide  customers  with
other value-added services in the form of assistance  in
inventory   management,  menu  planning  and   improving
efficiency.   As  described  below,  we   also   provide
procurement  and merchandising services to approximately
180  independent foodservice distributors and  over  300
independent  paper  and janitorial supply  distributors,
including   our   own   distribution   network.    These
procurement    and   merchandising   services    include
negotiating  vendor  supply  agreements  and   providing
quality   assurance  related  to  our  proprietary   and
national brand products.

     The  following  table sets forth the percentage  of
our  consolidated  net  sales  by  product  and  service
category in 2000:

                                                 Percentage
                                                     of
                                                  Net Sales
                                                  For 2000
Center-of-the-plate..............................    39%
Canned and dry groceries.........................    21
Frozen foods.....................................    12
Refrigerated and dairy products..................    10
Paper products and cleaning supplies.............     8
Fresh-cut produce................................     5
Other produce....................................     3
Equipment and supplies...........................     1
Procurement, merchandising and other services....     1
    Total........................................   100%

Suppliers and Purchasing

     We procure our products from independent suppliers,
food  brokers  and merchandisers, including  our  wholly
owned subsidiary, Pocahontas Foods.  Pocahontas procures
both  nationally branded items as well as items marketed
under  our  proprietary  brands.  Independent  suppliers
include  large  national and regional food manufacturers
and consumer products companies, meatpackers and produce
shippers.  We  seek  to  enhance  our  purchasing  power
through   volume  purchasing.  Although  each   of   our
subsidiaries  generally is responsible for  placing  its
own  orders and can select the products that  appeal  to
its  own  customers,  we encourage  each  subsidiary  to
participate  in company-wide purchasing programs,  which
enable   it   to  take  advantage  of  our  consolidated
purchasing  power.  We were not dependent  on  a  single
source  for  any  significant item  and  no  third-party
supplier  represented more than 5% of our total  product
purchases during 2000.

     Pocahontas  selects foodservice  products  for  our
Pocahontas,   Healthy  USA,  Premium  Recipe,   Colonial
Tradition,  Raffinato,  Gourmet  Table,  Brilliance  and
AFFLAB  brands  and  markets these brands,  as  well  as
nationally   branded   foodservice   products,   through
approximately 180 of our own distribution operations and
independent    foodservice    distributor     facilities
nationwide. For our services, we receive marketing  fees
paid  by vendors. More than 18,000 of the products  sold
through   Pocahontas  are  sold  under  our  proprietary
brands.   Approximately 600 vendors, located  throughout
the   United   States,  supply  products   through   the
Pocahontas   distribution  network.  Because  Pocahontas
negotiates   purchase  agreements  on  behalf   of   its
independent  distributors as a group,  the  distributors
that    utilize    the   Pocahontas   procurement    and
merchandising group can enhance their purchasing power.

     Our   fresh-cut  segment  purchases  produce   from
several  of  the  nation's leading  produce  growers  in
various  locations, depending on the season. Our  fresh-
cut  segment  often enters into short-term contracts  to
purchase  raw materials to help reduce supply  risk  and
manage exposure to fluctuations in costs.

Information Systems

     In our broadline distribution operations, we manage
the  ordering,  receiving, warehousing and  delivery  of
over  31,000  products  though our  Foodstarr  software,
which  allows  our  customers  to  electronically  place
orders  with us and permits us to record sales,  billing
and inventory information. The software also aids in the
timely   and   accurate  financial  reporting   by   our
subsidiaries  to  our  corporate headquarters.  Software
development and maintenance on this platform is  managed
on  a  centralized  basis by our  corporate  information
technology  staff.  This platform is being  enhanced  to
provide  standardized product descriptions to facilitate
leveraging our purchasing volume across our distribution
network.  In addition, we are implementing an  automated
warehouse  management system that uses  radio  frequency
scanning  to  track  products  within  our  distribution
centers.   This  technology  is  intended   to   enhance
productivity  by  reducing errors in inventory  put-away
and  selection. We have also implemented  truck  routing
software to optimize the distribution routes traveled by
our trucks in order to reduce excess mileage and improve
the  timeliness of customer deliveries. Lastly, we  have
developed and are rolling out an Internet-based ordering
system  which allows customers to have real-time  access
to  product  information,  inventory  levels  and  their
purchasing history.

     In  our customized distribution segment, we  use  a
similar  software platform that has been  customized  to
manage  large, national accounts. This system, which  is
managed   centrally   at  our  customized   distribution
headquarters,  provides product information  across  our
customized distribution network and facilitates item and
menu  changes  by  customers. We have  also  implemented
automated warehouse management systems and truck routing
systems at all of our customized distribution locations.
Our  customized distribution customers also utilize  our
computer-to-computer ordering system, PFG Connection, to
place orders.

Operations

     Our subsidiaries have substantial autonomy in their
operations,  subject  to  overall  corporate  management
controls and guidance. Our 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 our  name
recognition in the foodservice business is based on  the
trade   names   of  our  individual  subsidiaries.    In
addition,  we  have  begun  to  associate  these   local
identities  with the Performance Food Group  name.  Each
subsidiary has primary responsibility for its own  human
resources, governmental compliance programs, accounting,
billing  and collection.  Financial information reported
by  our subsidiaries is consolidated and reviewed by our
corporate management.

     Distribution  operations are conducted  out  of  17
distribution  centers  located in  California,  Florida,
Georgia,   Louisiana,  Maine,  Maryland,   New   Jersey,
Tennessee,  Texas  and  Virginia.  Customer  orders  are
assembled  in  our  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  we
generally lease. Deliveries within shorter distances are
made  in  trucks that we either own or lease. We service
some  of  our  larger  chain customers  using  dedicated
trucks  due  to  the  relatively  large  and  consistent
deliveries  and  the  geographic distribution  of  these
customers. The trucks and delivery trailers we use  have
separate temperature-controlled compartments. We utilize
a  computer  system to design efficient route  sequences
for the delivery of our products.

     Processing  operations are conducted  out  of  five
fresh-cut   processing  plants,  located   in   Georgia,
Illinois, Missouri, North Carolina and Texas.   Customer
orders  are accepted, processing runs are scheduled  and
produce is sorted, washed, cut, packaged and loaded onto
pallets.   These  pallets  are loaded  onto  trucks  for
delivery to third-party distributors, primarily for  use
in  quick-service  restaurants.  We make  deliveries  in
temperature-controlled trucks that we  generally  either
own  or  lease.  Most of these orders are processed  and
delivered in less than 24 hours from the time  of  order
placement.

<TABLE>
<CAPTION>

     The following table summarizes certain information
for our principal operating divisions:
                                                                                     Approx.
                                                                                    Number of
                                                                                     Customer
                                                                                    Locations
                                                                Location of         Currently
  Name of Subsidiary/Division        Principal Region(s)        Facilities           Served           Major Customers
<S>                                <C>                        <C>                  <C>           <C>
Broadline Distribution:

AFFLINK                            Nationwide                 Tuscaloosa, AL         340         Independent paper
                                                                                                 distributors

AFI Food Service Distributors      New Jersey and New         Elizabeth, NJ        2,500         Restaurants, healthcare
                                   York City metropolitan                                        facilities and schools
                                   area

Caro Foods                         South                      Houma, LA            1,500         Wendy's, Popeye's,
                                                                                                 Church's and other
                                                                                                 restaurants, healthcare
                                                                                                 facilities and schools

Carroll County Foods               Baltimore, MD and          New Windsor,         1,200         Restaurants, healthcare
                                   Washington, D.C. area      MD                                 facilities and schools

NorthCenter                        Maine                      Augusta, ME          2,000         Restaurants, healthcare
                                                                                                 facilities and schools

Performance Food Group of Texas    South and Southwest        Temple, TX           5,300         Popeye's, Church's,
                                                              Victoria, TX                       Subway, KFC, Dairy
                                                                                                 Queen, Burger King and
                                                                                                 other restaurants,
                                                                                                 healthcare facilities and
                                                                                                 schools

PFG - Florida                      Florida                    Tampa, FL            2,600         Restaurants, healthcare
                                                                                                 facilities and schools

PFG - Hale                         Tennessee, Virginia and    Morristown, TN         800         Restaurants, healthcare
                                   Kentucky                                                      facilities and schools

PFG - Lester Broadline             South                      Lebanon, TN          2,000         Wendy's and other
                                                                                                 restaurants, healthcare
                                                                                                 facilities and schools

PFG - Milton's                     South and Southeast        Atlanta, GA          4,900         Subway, Zaxby's and
                                                                                                 other restaurants,
                                                                                                 healthcare facilities
                                                                                                 and schools

PFG - Powell                       Georgia, Florida and       Thomasville, GA      1,900         Restaurants, healthcare
                                   Alabama                                                       facilities and schools

Pocahontas Foods, USA              Nationwide                 Richmond, VA           180         Independent foodservice
                                                                                                 distributors and vendors

Virginia Foodservice Group         Virginia                   Richmond, VA         1,000         Texas Steakhouse and

                                                                                                 other restaurants and
Customized Distribution:                                                                         healthcare facilities

PFG Customized Distribution        Nationwide                 Lebanon, TN          1,700         Cracker Barrel, Outback
                                                              Gainesville, FL                    Steakhouse, TGI Friday's
                                                              McKinney, TX                       and other multi-unit
                                                              Belcamp, MD                        restaurants
                                                              Bakersfield, CA

Fresh-cut Produce:

Fresh Advantage and Redi-Cut       Southeast, Southwest       Franklin Park, IL      450         Distributors who resell
                                   and Midwest                Kansas City, MO                    our products primarily to
                                                              Raleigh, NC                        approximately 20,600
                                                              Grand Prairie, TX                  chain restaurant locations
                                                              Carrollton, GA                     including Burger King,
                                                                                                 KFC, McDonald's, Pizza
                                                                                                 Hut, Subway, Taco Bell
                                                                                                 and other foodservice
                                                                                                 and retail customers
</TABLE>

Competition

     The  foodservice  distribution industry  is  highly
competitive.   We   compete   with   numerous    smaller
distributors on a local level, as well as with a limited
number  of  national foodservice distributors.  Some  of
these  distributors have substantially greater financial
and other resources than we do. Bidding for contracts or
arrangements  with  customers,  particularly  chain  and
other   large  customers,  is  highly  competitive   and
distributors  may market their services to a  particular
customer  over  a  long period of time before  they  are
invited to bid. In the fresh-cut produce segment of  our
business,   competition  comes   mainly   from   smaller
processors,  although we encounter  intense  competition
from   larger  national  and  regional  processors  when
selling  produce to chain restaurants. We  believe  that
most  purchasing  decisions in the foodservice  business
are based on the distributor's ability to completely and
accurately fill orders and to provide timely deliveries,
on the quality of the product, and on price.

Regulation

     Our  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.   Our facilities are generally inspected  at
least annually by state and/or federal authorities.   In
addition,   we   are  subject  to  regulation   by   the
Environmental  Protection Agency  with  respect  to  the
disposal  of  wastewater and the handling  of  chemicals
used in cleaning.

     Our relationship with our 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. We are also subject to regulation
by  state  authorities for accuracy of our weighing  and
measuring devices.

     Some    of   our   distribution   facilities   have
underground  and above ground storage tanks  for  diesel
fuel  and  other petroleum products that are subject  to
laws regulating such storage tanks. These laws have  not
had  a  material  adverse  effect  on  our  results   of
operations or financial condition.

     Our   trucking  operations  are  regulated  by  the
Surface  Transportation Board and  the  Federal  Highway
Administration.  In addition, interstate  motor  carrier
operations are subject to safety requirements prescribed
by  the  U.S.  Department  of Transportation  and  other
relevant  federal and state agencies.  Such  matters  as
weight  and  dimension of equipment are also subject  to
federal and state regulations. Management believes  that
we   are   in  substantial  compliance  with  applicable
regulatory  requirements relating to our  motor  carrier
operations.   Our failure to comply with the  applicable
motor  carrier  regulations could result in  substantial
fines or revocation of our operating permits.

Intellectual Property

     Except for the Pocahontas, Fresh Advantage and Redi-
Cut  trade names, we do not own or have the right to use
any patent, trademark, trade name, license, franchise or
concession,  the  loss of which would  have  a  material
adverse effect on our results of operations or financial
condition.

     In  connection  with our fresh-cut  processing,  we
rely  heavily  on  certain  proprietary  machinery   and
processes that are used to prepare some of our products.
Although we believe that the cost and complexity of  our
machinery has been and will continue to be a barrier  to
entry  to  other potential competitors in the  fresh-cut
segment,   we  have  not  protected  the  machinery   or
processes through patents or other methods. As a result,
some  of  our  existing or potential  competitors  could
develop   similar  machinery  or  processes.   If   this
occurred, it could substantially increase competition in
the  fresh-cut  segment,  thereby  reducing  prices  and
materially adversely affecting our results of operations
in this segment.

Employees

     As of December 30, 2000, we had approximately 5,300
full-time  employees, including approximately  1,500  in
management, administration, marketing and sales and  the
remainder  in  operations.  As  of  December  30,  2000,
approximately 630 of our employees were represented by a
union  or a collective bargaining unit. We have  entered
into  five  collective bargaining and similar agreements
with respect to our unionized employees. We consider our
employee relations to be satisfactory.

Executive Officers

<TABLE>
<CAPTION>

     The following table sets forth certain information
concerning our executive officers and certain key
employees as of December 30, 2000:

Name                      Age                   Position
<S>                       <C>   <C>
Robert C. Sledd........... 48   Chairman, Chief Executive Officer and Director
C. Michael Gray........... 51   President, Chief Operating Officer and Director
Roger L. Boeve............ 62   Executive Vice President and Chief Financial Officer
Thomas Hoffman............ 61   Senior Vice President
G. Thomas Lovelace, Jr.... 47   Vice President
John D. Austin............ 39   Vice President-Finance and Secretary
John R. Crown............. 54   Broadline Regional President
Joseph J. Paterak, Jr..... 49   Broadline Regional President
Steven Spinner............ 40   Broadline Regional President

</TABLE>

     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  Performance  Food
Group  since  1987.  Mr. Sledd served  as  President  of
Performance Food Group from 1987 to February  1995.  Mr.
Sledd  has  served  as  a director  of  Taylor  &  Sledd
Industries,  Inc.,  a  predecessor of  Performance  Food
Group,  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,
a   supplier  of  swimming  pool  supplies  and  related
products.

     C.  Michael Gray has served as President and  Chief
Operating  Officer  of  Performance  Food  Group   since
February   1995  and  has  served  as  a   director   of
Performance  Food Group since 1992. Mr. Gray  served  as
President of Pocahontas Foods, USA, Inc., a wholly owned
subsidiary of Performance Food Group, 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 Kroger Company as a produce buyer.

     Roger  L.  Boeve  has  served  as  Executive   Vice
President  and  Chief Financial Officer  of  Performance
Food  Group  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  Performance Food Group since February 1995.    Since
1989, Mr. Hoffman has served as President of Kenneth  O.
Lester  Company,  Inc.,  a wholly  owned  subsidiary  of
Performance  Food  Group. Prior to  joining  Performance
Food  Group  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.

     G.   Thomas  Lovelace,  Jr.  has  served  as   Vice
President of Performance Food Group since February  2001
and has served as President of Fresh Advantage, Inc.,  a
wholly owned subsidiary of Performance Food Group, since
1996.

     John D. Austin has served as Vice President-Finance
since January 2001 and as Secretary of Performance  Food
Group  since March 2000.  Mr. Austin served as Corporate
Treasurer  from 1998 to January 2001.  Mr.  Austin  also
served as Corporate Controller of Performance Food Group
from  1995  to 1998.  From 1991 to 1995, Mr. Austin  was
Assistant Controller for General Medical Corporation,  a
medical supplies distributor.  Prior to that, Mr. Austin
was  an  accountant  with Deloitte &  Touche  LLP.   Mr.
Austin is a certified public accountant.

     John  R.  Crown  has  served as Broadline  Regional
President of Performance Food Group since January  1999.
Mr. Crown served as Vice President, Business Development
of  Performance Food Group from January 1997 to  January
1999.  From 1987 to 1996, Mr. Crown served as  President
of  Burris  Retail Food Systems, a subsidiary of  Burris
Foods, Inc., and as Executive Vice President and General
Manager   of  Institution  Food  House.  Mr.  Crown   is
immediate  past  Chairman of the  National  Frozen  Food
Association  and a member of the board of  directors  of
Food Distributors International, two food industry trade
associations.

     Joseph  J.  Paterak,  Jr. has served  as  Broadline
Regional  President  of  Performance  Food  Group  since
January  1999. Mr. Paterak served as Vice  President  of
Performance  Food  Group from October  1998  to  January
1999. From 1993 to September 1998, Mr. Paterak served as
Market President of Alliant Foodservice, Inc.

     Steven  Spinner  has  served as Broadline  Regional
President  of Performance Food Group since January  2001
and   has   served  as  President  of  AFI   Foodservice
Distributors,   Inc.,  a  wholly  owned  subsidiary   of
Performance Food Group, since October 1997.   From  1989
to October 1997, Mr. Spinner served as Vice President of
AFI.

Forward-Looking Statements

     This  annual report on Form 10-K and the  documents
incorporated by reference herein contain forward-looking
statements  within  the meaning of Section  27A  of  the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements,  which
are  based on assumptions and estimates and describe our
future plans, strategies and expectations, are generally
identifiable  by  the  use  of the  words  "anticipate,"
"will,"   "believe,"  "estimate,"  "expect,"   "intend,"
"seek"  or  similar  expressions. These  forward-looking
statements   may  address,  among  other   things,   our
anticipated      earnings,     capital     expenditures,
contributions  to  our net sales by acquired  companies,
sales momentum, customer and product sales mix, expected
efficiencies in our business and our ability to  realize
expected  synergies  from acquisitions.  These  forward-
looking  statements are subject to risks,  uncertainties
and  assumptions.   Important factors that  could  cause
actual  results to differ materially from  the  forward-
looking  statements we make or incorporate by  reference
in  this annual report on Form 10-K are described  under
"Risk  Factors"  and  in the documents  incorporated  by
reference herein.

     If  one  or  more  of these risks or  uncertainties
materialize,  or  if  any underlying  assumptions  prove
incorrect,   our   actual   results,   performance    or
achievements  may vary materially from  future  results,
performance  or  achievements expressed  or  implied  by
these  forward-looking statements.  All  forward-looking
statements attributable to us or persons acting  on  our
behalf are expressly qualified in their entirety by  the
cautionary  statements in this section. We undertake  no
obligation  to  publicly update or revise  any  forward-
looking   statements  to  reflect   future   events   or
developments.

Risk Factors

     Foodservice  distribution is a low-margin  business
and is sensitive to economic conditions.  We operate  in
the   foodservice   distribution  industry,   which   is
characterized by a high volume of sales with  relatively
low  profit margins. A significant portion of our  sales
are  at  prices that are based on product  cost  plus  a
percentage   markup.  As  a  result,  our   results   of
operations may be negatively impacted when the price  of
food  goes  down, even though our percentage markup  may
remain  constant.  The  foodservice  industry  is   also
sensitive  to national and regional economic conditions,
and  the  demand for our foodservice products  has  been
adversely  affected  from  time  to  time  by   economic
downturns.  In  addition,  our  operating  results   are
particularly   sensitive  to,  and  may  be   materially
adversely   impacted   by,   difficulties    with    the
collectibility   of   accounts   receivable,   inventory
control, price pressures, severe weather conditions  and
increases  in  wages or other labor costs  and  fuel  or
other  transportation-related costs.  There  can  be  no
assurance  that  one or more of these factors  will  not
adversely affect our future operating results.  We  have
experienced  losses  due  to  the  uncollectibility   of
accounts  receivable  in the past and  could  experience
such losses in the future.

     We   rely   on  major  customers.   We   derive   a
substantial  portion  of our net  sales  from  customers
within  the  restaurant industry,  particularly  certain
chain   customers.  Net  sales  to  Outback   Steakhouse
accounted for 16% of our consolidated net sales in  2000
and  1999. Net sales to Cracker Barrel Old Country Store
accounted for 16% of our consolidated net sales in  2000
and 17% of our consolidated net sales in 1999. We do not
have  agreements requiring these or other  customers  to
purchase any specified amount of goods from us,  nor  do
we  have  any  assurance  as  to  the  level  of  future
purchases  by  our customers.  Likewise,  our  customers
generally have the ability to stop buying from us at any
time.  A material decrease in sales to any of our  major
customers  or  the  loss of any of our  major  customers
would  have  a material adverse impact on our  operating
results.  In  addition,  to  the  extent  we   add   new
customers,  whether  following  the  loss  of   existing
customers or otherwise, we may incur substantial  start-
up  expenses  in  initiating services to new  customers.
Also,  certain of our customers have from time  to  time
experienced bankruptcy, insolvency, and/or an  inability
to  pay debts to us as they come due, and similar events
in  the  future could have a material adverse impact  on
our  operating results. In particular, we  believe  that
one of our customers, who accounted for approximately 5%
of   our   consolidated  net  sales  in  2000,  may   be
experiencing financial difficulties.

     Our  business  is  dependent  on  our  ability   to
complete   acquisitions  and  integrate  operations   of
acquired  businesses.   A  significant  portion  of  our
historical growth has been achieved through acquisitions
of   other  foodservice  distributors,  and  our  growth
strategy includes additional acquisitions. There can  be
no  assurance  that we will be able to make acquisitions
in  the future or that any acquisitions we do make  will
be  successful. Furthermore, there can be  no  assurance
that  future  acquisitions  will  not  have  a  material
adverse  effect upon our operating results, particularly
in  periods  immediately following the  consummation  of
those  transactions while the operations of the acquired
business  are being integrated into our operations.   In
connection with the acquisitions of other businesses  in
the  future, we may decide to consolidate the operations
of  an acquired business with our existing operations or
make   other  changes  with  respect  to  the   acquired
business, which could result in special charges or other
expenses.   In  addition, the successful integration  of
acquired  companies depends upon the  timely,  efficient
and  successful  execution  of post-acquisition  events,
which include the integration of the acquired businesses
into  our  purchasing  programs,  distribution  network,
marketing    programs    and    information     systems.
Additionally,   our   ability   to   make   any   future
acquisitions   may  depend  upon  obtaining   additional
financing.  There can be no assurance that  we  will  be
able  to obtain additional financing on acceptable terms
or at all.

     Managing our growth may be difficult and our growth
rate   may  decline.   We  have  rapidly  expanded   our
operations  since  inception.  This  growth  has  placed
significant  demands on our administrative,  operational
and  financial resources. We cannot assure you that this
growth  will  continue. To the extent that our  customer
base  and our services continue to grow, this growth  is
expected   to   place  a  significant  demand   on   our
managerial,  administrative, operational  and  financial
resources.   Our  future  performance  and  results   of
operations  will  depend  in  part  on  our  ability  to
successfully  implement  enhancements  to  our  business
management  systems  and  to  adapt  those  systems   as
necessary   to  respond  to  changes  in  our  business.
Similarly,  our growth has created a need for  expansion
of  our facilities from time to time. As we near maximum
utilization  of  a  given facility,  operations  may  be
constrained  and  inefficiencies may  be  created  which
could  adversely affect our operating results until  the
facility  is  expanded or volume is shifted  to  another
facility. Conversely, as we add additional facilities or
expand  existing  facilities,  excess  capacity  may  be
created.   Any   excess   capacity   may   also   create
inefficiencies  and  adversely  affect   our   operating
results.

       Competition   in  the  foodservice   distribution
industry  is intense, and we may not be able to  compete
successfully.  The foodservice distribution industry  is
highly  competitive.  We compete with  numerous  smaller
distributors on a local level, as well as with a limited
number  of  national foodservice distributors.  Some  of
these  distributors have substantially greater financial
and other resources than we do. Bidding for contracts or
arrangements  with  customers,  particularly  chain  and
other   large  customers,  is  highly  competitive   and
distributors  may market their services to a  particular
customer  over  a  long period of time before  they  are
invited  to  bid. In the fresh-cut produce area  of  our
business,   competition  comes   mainly   from   smaller
processors. We believe that most purchasing decisions in
the  foodservice business are based on the distributor's
ability to completely and accurately fill orders and  to
provide timely deliveries, on the quality of the product
and on price.  Our failure to compete successfully could
have   a   material  adverse  effect  on  our  business,
operating results and financial condition.

     Our  success  depends on our senior management  and
key  employees.  Our success is largely dependent on the
skills, experience and efforts of our senior management.
The  loss  of  one  or  more of our  members  of  senior
management could have a material adverse effect upon our
business  and development. In addition, we depend  to  a
substantial  degree  on  the  services  of  certain  key
employees.  Any failure to attract and retain  qualified
employees  in  the future could have a material  adverse
effect on our business.

     The  market  price  for our  common  stock  may  be
volatile.  In recent periods, there has been significant
volatility in the market price for our common stock.  In
addition,  the  market price of our common  stock  could
fluctuate substantially in the future in response  to  a
number of factors, including the following:

  -  our quarterly operating results or the operating
     results  of other distributors of food and non-food
     products;

  -  changes in general conditions in the economy, the
     financial  markets  or  the  food  distribution  or
     foodservice industries;

  -  changes in financial estimates or recommendations
     by  stock  market  analysts  regarding  us  or  our
     competitors;

  -  announcements  by  us  or  our  competitors  of
     significant acquisitions;

  -  increases in labor and fuel costs; and

  -  natural disasters, severe weather conditions  or
     other developments affecting us or our competitors.

  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.  These
broad   market  fluctuations  may  materially  adversely
affect  our  stock  price, regardless of  our  operating
results.


Item 2.  Properties.

<TABLE>
<CAPTION>

     The  following table presents information  about
our  primary  real  properties and  facilities  and  our
operating subsidiaries and division:

                                                                            Owned/Leased
                                   Approx. Area                           (Expiration Date
           Location                 in Sq. Ft.      Operating Segment         if Leased)
<S>                                <C>              <C>                    <C>
AFFLINK
  Tuscaloosa, AL                    18,000           Broadline             Leased (2001)

AFI Food Service Distributors
  Elizabeth, NJ                    160,000           Broadline             Leased (2024)
  Newark, NJ                        21,000           Broadline             Leased (2002)

Caro Foods
  Houma, LA                        162,000           Broadline             Owned

Carroll County Foods
  New Windsor, MD                   90,000           Broadline             Leased (2005)

Fresh Advantage
  Carrollton, GA                   105,000           Fresh-cut             Owned
  Raleigh, NC                       36,000           Fresh-cut             Leased (2001)
  Grand Prairie, TX                105,000           Fresh-cut             Leased (2002)

NorthCenter
  Augusta, ME                      123,000           Broadline             Owned

Performance Food Group Company
  Richmond, VA                       9,000           Corporate             Leased (2001)

Performance Food Group of Texas
  Temple, TX                       290,000           Broadline             Leased (2002)
  Victoria, TX                     250,000           Broadline             Owned

PFG Customized Distribution
  Lebanon, TN                      235,000           Customized            Owned
  Gainesville, FL                  160,000           Customized            Owned
  McKinney, TX                     163,000           Customized            Owned
  Belcamp, MD                       73,000           Customized            Leased (2001)
  Bakersfield, CA                      900           Customized            Leased (2001)

PFG-Florida
  Tampa, FL                        130,000           Broadline             Owned

PFG-Hale
  Morristown, TN                    78,000           Broadline             Owned

PFG-Lester Broadline
  Lebanon, TN                      160,000           Broadline             Leased (2002)

PFG-Milton's
  Atlanta, GA                      260,000           Broadline             Owned

PFG-Powell
  Thomasville, GA                   75,000           Broadline             Owned

Pocahontas Foods, USA
  Richmond, VA                     116,000           Broadline             Leased (2005)

Redi-Cut
  Franklin Park, IL                 36,000           Fresh-cut             Leased (2010)
  Franklin Park, IL                120,000           Fresh-cut             Leased (2006)
  Kansas City, MO                   53,000           Fresh-cut             Owned

Virginia Foodservice Group
  Richmond, VA                      93,000           Broadline             Leased (2005)
  Norfolk, VA                       18,000           Broadline             Owned

</TABLE>

Item 3.  Legal Proceedings.

     In  April  1999,  Maxwell Chase  Technologies,  LLC
filed  suit  in  U.S. District Court against  our  Fresh
Advantage  subsidiary. The lawsuit alleges, among  other
things,  patent infringement and theft of trade  secrets
in  the development and use of packaging materials  used
in  our  fresh-cut produce operations. Maxwell seeks  to
recover compensatory and other damages, as well as  lost
profits.  We  are vigorously defending this  action  and
have  filed a counterclaim against Maxwell. On  February
1,  2001, the United States Patent and Trademark  Office
issued  a  decision  that significantly  diminishes  the
likelihood  of an unfavorable decision against  us  with
respect  to Maxwell's claim of patent infringement.   We
believe that Maxwell's allegations are without merit and
that  it  is  unlikely the outcome will have a  material
adverse effect on us. However, there can be no assurance
that  this matter, if decided unfavorably for  us,  will
not  have  a  material adverse effect on our results  of
operations.

     In  addition to the matter described above, we  are
also  involved in other legal proceedings and litigation
arising  in  the  ordinary course of  business.  In  the
opinion   of  management,  the  outcome  of  the   other
proceedings  and litigation currently pending  will  not
have  a  material  adverse  effect  on  our  results  of
operations.

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  December
30, 2000.

                            PART II

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

        Our  common stock is quoted on the Nasdaq  Stock
Market's  National Market under the symbol "PFGC."   The
following  table sets forth, on a per share  basis,  for
the  fiscal quarters indicated, the high and  low  sales
prices  for  our common stock as reported on the  Nasdaq
Stock Market's National Market:

                                     2000
                        High                      Low
First Quarter         $ 26.06                   $ 19.00
Second Quarter          33.88                     21.50
Third Quarter           38.00                     31.25
Fourth Quarter          56.75                     32.00
For the Year            56.75                     19.00

                                     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

        As of March 23, 2001, we had approximately 2,300
shareholders   of   record   and   approximately   5,300
additional   shareholders  based  on  an   estimate   of
individual participants represented by security position
listings.  We have not declared any cash dividends,  and
the  present  policy  of our board of  directors  is  to
retain all earnings to support operations and to finance
our growth.

<TABLE>
<CAPTION>

Item 6.     Selected Consolidated Financial Data

(Dollar amounts in thousands, except per share amounts)      2000          1999          1998          1997          1996
<S>                                                      <C>           <C>           <C>           <C>           <C>
STATEMENT OF EARNINGS DATA:
Net sales                                                $ 2,605,468   $ 2,055,598   $ 1,721,316   $ 1,331,002   $  864,219
Cost of goods sold                                         2,253,277     1,773,632     1,491,079     1,159,593      740,009
    Gross profit                                             352,191       281,966       230,237       171,409      124,210
Operating expenses                                           302,176       242,625       198,646       146,344      103,568
    Operating profit                                          50,015        39,341        31,591        25,065       20,642
Other income (expense):
  Interest expense                                            (6,593)       (5,388)       (4,411)       (2,978)      (1,346)
  Nonrecurring merger expenses                                     -        (3,812)            -             -            -
  Gain on sale of investment                                       -           768             -             -            -
  Other, net                                                     (66)          342           195           111          176
    Other expense, net                                        (6,659)       (8,090)       (4,216)       (2,867)      (1,170)
Earnings before income taxes                                  43,356        31,251        27,375        22,198       19,472
Income tax expense                                            16,475        12,000         9,965         8,298        7,145
    Net earnings                                         $    26,881   $    19,251   $    17,410   $    13,900   $   12,327

PER SHARE DATA:
Weighted average common shares outstanding                    14,168        13,772        13,398        12,810       12,059
Basic net earnings per common share                      $      1.90   $      1.40   $      1.30   $      1.09   $     1.02
Pro forma basic net earnings per common share(1)(2)             1.90          1.54          1.26          1.07         0.98
Weighted average common shares and dilutive
  potential common shares outstanding                         14,769        14,219        13,925        13,341       12,536
Diluted net earnings per common share                    $      1.82   $      1.35   $      1.25   $      1.04   $     0.98
Pro forma diluted net earnings per common share(1)(2)           1.82          1.49          1.21          1.02         0.94
Book value per share                                     $     20.16   $     13.42   $     11.67   $     10.35   $     8.43
Closing price per share                                        51.27         24.38         28.13         21.00        15.25

BALANCE SHEET AND OTHER DATA:
Working capital                                          $    96,470   $    70,879   $    63,280   $    60,131   $   49,397
Property, plant and equipment, net                           143,142       113,930        93,402        78,006       61,884
Depreciation and amortization                                 17,877        14,137        11,501         8,592        6,128
Capital expenditures                                          30,992        26,006        26,663         9,054        9,703
Total assets                                                 709,696       462,045       387,712       308,945      202,807
Short-term debt (including current
  installments of long-term debt)                              1,966           703           797           867          814
Long-term debt                                               114,492        92,404        74,305        54,748       16,134
Shareholders' equity                                         357,717       189,344       157,085       137,949      105,468
Total capital                                            $   474,175   $   282,451   $   232,187   $   193,564   $  122,416
Debt-to-capital ratio                                           24.6%         33.0%         32.3%         28.7%        13.8%
Pro forma return on equity(1)(2)(3)                             12.4%         12.3%         11.4%         11.2%        14.3%
P/E ratio                                                       28.2          18.1          22.5          20.2         15.6

(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 was taxed as a C-corporation for income tax purposes rather than as an S-corporation
     prior to the merger of NorthCenter in February 1999.
(2)  1999 excludes a nonrecurring gain of $768 on the sale of an investment.
(3)  Return on equity for 2000 is adjusted for the impact of the common stock offering, completed in December 2000.
</TABLE>


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

     The  following  discussion and analysis  should  be
read   in   conjunction   with  "Selected   Consolidated
Financial   Data"   and   our   consolidated   financial
statements  and the related notes included elsewhere  in
this Form 10-K.

Introduction

     Performance  Food Group 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. We derive our revenue primarily  from  the
sale  of  food and non-food products to the foodservice,
or   "food-away-from-home,"  industry.   The   principal
components  of our expenses include cost of goods  sold,
which  represents the amounts paid to manufacturers  and
growers for products sold, and operating expenses, which
include primarily labor-related expenses, delivery costs
and occupancy expenses related to our facilities.

     A  portion  of our growth in net sales  during  the
years  discussed  below was due  to  acquisitions.   The
"Business  Combinations" section  below  summarizes  our
acquisitions since the beginning of 1999.

RESULTS OF OPERATIONS

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

                                2000      1999      1998
Net sales                      100.0 %   100.0 %   100.0 %
Cost of goods sold              86.5      86.3      86.6
  Gross profit                  13.5      13.7      13.4
Operating expenses              11.6      11.8      11.6
  Operating profit               1.9       1.9       1.8
Other expense, net               0.2       0.4       0.2
  Earnings before income taxes   1.7       1.5       1.6
Income tax expense               0.7       0.6       0.6
  Net earnings                   1.0 %     0.9 %     1.0 %

Comparison of 2000 to 1999

     Net  sales.   Net  sales increased 26.7%  to  $2.61
billion for 2000 from $2.06 billion for 1999. Net  sales
in  our  existing operations increased 22.6% over  1999,
while acquisitions contributed the remaining 4.1% of our
total  net sales growth for 2000. Net sales in  existing
operations exclude the net sales of an acquired business
for  the first 12 months following the acquisition  date
of  that  business.  Inflation amounted to approximately
1.0% in 2000.

     Gross  profit.   Gross profit  increased  24.9%  to
$352.2  million  in 2000 from $282.0  million  in  1999.
Gross profit margin, which we define as gross profit  as
a  percentage of net sales, decreased to 13.5%  in  2000
compared to 13.7% in 1999. The decrease in gross  profit
margin  was due primarily to increased sales to  certain
of  our  chain  customers, which  generally  are  higher
volume, lower gross margin accounts.

     Operating  expenses.  Operating expenses  increased
24.5%  to $302.2 million in 2000 from $242.6 million  in
1999.  As  a percentage of net sales, operating expenses
decreased  to  11.6%  in 2000 from 11.8%  in  1999.  The
decrease  in operating expenses as a percentage  of  net
sales   was  due  mainly  to  increased  sales  in   our
customized  distribution  segment,  which  has  a  lower
operating expense ratio, which we define as the ratio of
operating expenses to net sales, than our broadline  and
fresh-cut segments, offset in part by higher fuel costs.

     Operating profit.  Operating profit increased 27.1%
to  $50.0  million in 2000 from $39.3 million  in  1999.
Operating  profit margin, which we define  as  operating
profit  as a percentage of net sales, was 1.9% for  2000
and 1999.

     Other  expense, net.  Other expense, net, decreased
to $6.7 million in 2000 from $8.1 million in 1999. Other
expense, net, included interest expense of $6.6  million
in  2000  and $5.4 million in 1999. Other expense,  net,
for  1999  also  included nonrecurring  merger  expenses
related to the NorthCenter merger of $3.8 million and  a
gain of $768,000 on the sale of an investment.

     Income  tax expense.  Income tax expense  increased
to  $16.5  million in 2000 compared to $12.0 million  in
1999. The effective tax rate decreased to 38.0% in  2000
from 38.4% in 1999. The fluctuation in the effective tax
rate  was  due primarily to the merger with NorthCenter,
which  was  taxed  as an S-corporation  for  income  tax
purposes  prior to the merger with us during  the  first
quarter of 1999.

     Net  earnings.   Net  earnings increased  39.6%  to
$26.9  million in 2000 from $19.3 million in  1999.  For
2000,   net  earnings  as  a  percentage  of  net  sales
increased to 1.0% from 0.9% in 1999.

Comparison of 1999 to 1998

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

     Gross  profit.   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 our broadline locations.

     Operating  expenses.  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 reflected increased  labor  costs,
including  recruiting and training additional personnel,
mainly in the transportation and warehouse areas,  which
are  an  integral  part  of  our  distribution  service.
Operating expenses were also impacted by the start-up of
a   new  customized  distribution  facility  to  service
certain of our chain customers, which became operational
in mid-1999.

     Operating profit.  Operating profit increased 24.5%
to  $39.3  million in 1999 from $31.6 million  in  1998.
Operating  profit  as a percentage  of  net  sales  also
increased to 1.9% for 1999 from 1.8% for 1998.

     Other  expense, net.  Other expense, net, increased
to  $8.1  million in 1999 from $4.2 million in 1998.  In
1999,  other  expense,  net, included  $3.8  million  of
nonrecurring  expenses  related  to  the   merger   with
NorthCenter.  Other  expense,  net,  includes   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
our    various   acquisitions   and   working    capital
requirements.  Partially offsetting  these  expenses  in
1999 was a $768,000 nonrecurring gain on the sale of  an
investment.

     Income  tax expense.  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 NorthCenter, which was treated as an  S-
corporation for income tax purposes prior to its  merger
with  us.  As  an  S-corporation,  NorthCenter  was  not
subject  to  income  taxes  prior  to  the  merger,  but
following  the  merger, NorthCenter  became  subject  to
income taxes for all periods after the merger.

     Net  earnings.   Net  earnings increased  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.

Liquidity and Capital Resources

     We  have  historically financed our operations  and
growth   primarily  with  cash  flows  from  operations,
borrowings under credit facilities, the issuance of long-
term  debt, operating leases, normal trade credit  terms
and the sale of our common stock. Despite our growth  in
net sales, we have reduced our working capital needs  by
financing  our investment in inventory principally  with
accounts  payable and outstanding checks  in  excess  of
deposits.

     Cash   Flows   from  Operating  Activities.    Cash
provided  by operating activities was $14.6  million  in
2000.  In  2000,  the  primary  sources  of  cash   from
operating  activities  were net earnings  and  increased
levels  of  trade payables, accrued expenses and  income
taxes  payable, partially offset by increased levels  of
trade  receivables  and inventories.  Cash  provided  by
operating activities was $47.0 million and $24.3 million
in  1999  and  1998, respectively. In 1999, the  primary
sources  of  cash  from 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
from   operating  activities  were  net   earnings   and
increased levels of trade payables and accrued expenses,
partially   offset   by  increased   levels   of   trade
receivables.

     Cash  Used by Investing Activities.  Cash  used  by
investing  activities  was  $153.5  million   in   2000.
Investing activities primarily include additions to  and
disposals  of  property, plant  and  equipment  and  the
acquisition  of  businesses. Our  capital  expenditures,
excluding acquisitions of businesses, in 2000 were $31.0
million.   Cash  used  by investing activities  in  2000
included  $124.2  million  paid  as  a  portion  of  the
purchase   price  of  Redi-Cut  Foods,  Inc.   and   its
affiliates,  Kansas City Salad, L.L.C.  and  K.C.  Salad
Real   Estate,  L.L.C.,  collectively  "Redi-Cut,"   and
Carroll County Foods, Inc., net of cash on hand at these
acquired  companies, and payments  made  to  the  former
shareholders of AFFLINK Incorporated and Dixon Tom-A-Toe
Companies,  Inc.  as  a  result of  certain  contractual
obligations under those purchase agreements.  Cash  used
by  investing  activities was $41.8  million  and  $47.1
million  for  1999 and 1998, respectively.  During  1999
and  1998,  we  paid  $18.1 million and  $23.9  million,
respectively, for the acquisition of businesses, net  of
cash  on  hand  at  the acquired companies.   Our  total
capital   expenditures,   excluding   acquisitions    of
businesses,  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   Provided  by  Financing  Activities.    Cash
provided  by financing activities was $151.8 million  in
2000.   In  2000,  cash flows from financing  activities
included an increase in outstanding checks in excess  of
deposits  of  $19.0  million, net  borrowings  of  $12.0
million  on our revolving credit facility, $3.5  million
of  proceeds  from industrial revenue  bonds  issued  to
finance  the  construction of a  new  produce-processing
facility,  proceeds of $124.4 million from the  issuance
of  additional common stock and proceeds of $5.1 million
from  the exercise of stock options. In 2000, cash  used
by  financing activities included $800,000 of  principal
payments on long-term debt and $11.9 million paid by  us
to  repurchase shares of our common stock  in  the  open
market  for use in connection with our employee  benefit
plans.   Cash  used  in  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
under   our   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 NorthCenter prior to its merger with one
of  our subsidiaries. Finally, in 1999, we 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  NorthCenter.
Lastly,  we received proceeds of $50.0 million from  the
issuance of our 6.77% senior notes in May 1998.

     On  March 5, 1999, we entered into an $85.0 million
revolving  credit  facility with a group  of  commercial
banks  that  replaced our existing $30.0 million  credit
facility.   In addition, we 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  $47.0   million   was
outstanding  under the Credit Facility at  December  30,
2000. The Credit Facility also allows the issuance of up
to  $10.0  million  of  standby letters  of  credit.  At
December 30, 2000, we were liable for approximately $9.7
million  of  outstanding letters of credit  that  reduce
amounts available under the Credit Facility. At December
30,  2000,  we  had  $33.3 million available  under  the
Credit  Facility, subject to compliance  with  customary
borrowing conditions. The Credit Facility bears interest
at LIBOR plus a spread over LIBOR, which varies based on
the  ratio  of  our  funded debt to total  capital.   At
December  30, 2000, borrowings under the Credit Facility
bore  interest  at  7.18% per annum.  Additionally,  the
Credit  Facility  requires the  maintenance  of  certain
financial ratios as defined in the credit agreement.

     On  March 19, 1999, one of our subsidiaries  issued
$9.0  million of tax-exempt industrial revenue bonds  to
finance   the   construction  of  a   produce-processing
facility.   Approximately $8.1 million of  the  proceeds
from  these bonds had been used as of December 30, 2000.
Interest  on  these  bonds varied as determined  by  the
remarketing  agent  for the bonds and was  approximately
5.00%  per  annum at December 30, 2000. The  bonds  were
secured  by  a  letter of credit issued by a  commercial
bank  and  mature in March 2019.  On January  31,  2001,
these  bonds were refinanced with the proceeds  of  $9.0
million taxable revenue bonds issued by Fresh Advantage,
Inc., one of our subsidiaries, in order to free us  from
certain  restrictive covenants applicable to issuers  of
tax-exempt  bonds.   Like  the tax-exempt  bonds,  these
taxable   bonds   bear  interest  at  a  variable   rate
determined  by  a remarketing agent, are  secured  by  a
letter of credit issued by a commercial bank, and mature
in March 2019.

     During the third quarter of 1999, we increased  our
master  operating lease facility from $42.0  million  to
$47.0  million. This facility is being used to construct
four  distribution  centers. Two of  these  distribution
centers  became  operational in early 1999,  one  became
operational  in  the second quarter  of  2000,  and  the
remaining property is scheduled to become operational in
the  second  quarter of 2001. Under this  facility,  the
lessor owns the distribution centers, incurs the related
debt  to construct the properties and thereafter  leases
each  property  to us. We have entered into  leases  for
three  of  the properties and have also entered  into  a
commitment  to lease the fourth property  for  a  period
beginning upon completion of that property. All of these
leases  end on September 12, 2002, including extensions.
Upon  the expiration of the leases, we may seek to renew
the  leases. If we are unable to or choose not to  renew
the leases, we have the option of selling the properties
to  third parties or purchasing the properties at  their
original  cost.  If  the properties are  sold  to  third
parties  for  less than 88% of their aggregate  original
cost,   we   are  obligated,  under  a  residual   value
guarantee,  to  pay the lessor an amount  equal  to  the
shortfall.  There can be no assurance that  we  will  be
able to renew the leases or sell the properties to third
parties,  and  we  will  require substantial  additional
financing   if   we  are  required  to  purchase   these
properties  upon the expiration of the master  operating
lease facility. Because of the location and condition of
each  property, we believe that the fair  value  of  the
properties included in this facility could eliminate  or
substantially  reduce our exposure  under  the  residual
value guarantee, although there can be no assurance that
we will not be required to make payments to satisfy this
guarantee.   Through  December  30,  2000,  construction
expenditures  by  the lessor under  this  facility  were
approximately $43.0 million.

     On  June  9, 2000, we entered into a $60.0  million
master operating lease facility to construct or purchase
various  office buildings and distribution centers.   As
of  December 30, 2000, one distribution center had  been
purchased  and construction of one office  building  and
one  distribution center had begun under this  facility.
Under  this  facility, the lessor owns  the  properties,
incurs  the  related debt to construct or  purchase  the
properties  and thereafter leases each property  to  us.
We have entered into a commitment to lease each property
for   a   period   beginning  upon  the  completion   of
construction or acquisition of that property and  ending
on  June 9, 2005.  Upon the expiration of the leases, we
may  seek to renew the leases.  If we are unable  to  or
choose  not to renew the leases, we have the  option  to
sell  the  properties to third parties or  purchase  the
properties  at  their original cost.  If the  properties
are  sold  to third parties for less than 85%  of  their
aggregate  original  cost, we  are  obligated,  under  a
residual  value guarantee, to pay the lessor  an  amount
equal to the shortfall.  There can be no assurance  that
we  will  be  able  to  renew the  leases  or  sell  the
properties  to  third  parties,  and  we  will   require
substantial  additional financing if we are required  to
purchase  these  properties upon the expiration  of  the
master   operating  lease  facility.   Because  of   the
location  and  condition of the  existing  property,  we
believe  that the anticipated fair value of the property
could  eliminate  or substantially reduce  our  exposure
under the residual value guarantee with respect to  that
property.   However, there can be no assurance  that  we
will  not  be required to make payments to satisfy  this
guarantee  either with respect to the existing  property
or  any  other  properties which may be  constructed  or
purchased  in  the future under this facility.   Through
December  30,  2000,  construction expenditures  by  the
lessor  under  this  facility  were  approximately  $7.7
million.

     In  May  1998, we 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  agreements.
Proceeds  of  the  issue  were  used  to  repay  amounts
outstanding under our credit facilities and for  general
corporate purposes.

     We  believe  that  cash flow  from  operations  and
borrowings  under our credit facilities and  our  master
operating  lease facilities will be sufficient  to  fund
our   operations  and  capital  expenditures   for   the
foreseeable  future.   However, we will  likely  require
additional  sources of financing to the extent  that  we
make additional acquisitions in the future.

Business Combinations

     On  August 4, 2000, we acquired the common stock of
Carroll County Foods, Inc., a privately owned, broadline
foodservice distributor based in New Windsor,  Maryland.
Carroll   County  provides  products  and  services   to
traditional  foodservice  accounts  in  a  region   that
includes   Baltimore,  Maryland  and  Washington,   D.C.
Carroll  County had 1999 net sales of approximately  $45
million.  The  aggregate consideration  payable  to  the
former  shareholders  of Carroll County  is  subject  to
increase  in  certain circumstances.   On  December  13,
2000,  we  acquired  the capital stock  of  Redi-Cut,  a
privately   owned  fresh-cut  produce   processor   with
facilities  in  Franklin Park,  Illinois,  a  suburb  of
Chicago,  and  Kansas City, Missouri.   Redi-Cut,  which
provides   fresh-cut  produce  mainly   to   third-party
distributors  for  resale primarily to  national  quick-
service restaurants and other sectors of the "food-away-
from-home" industry, had 1999 net sales of approximately
$113 million.

     On  February  26, 1999, we completed a merger  with
NorthCenter    Foodservice   Corporation,    in    which
NorthCenter   became   our  wholly   owned   subsidiary.
NorthCenter    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  our
common  stock  in  exchange for all of  the  outstanding
stock  of  NorthCenter.  Accordingly,  our  consolidated
financial  statements for periods prior  to  the  merger
have  been restated to include the accounts and  results
of operations of NorthCenter.

     On August 28, 1999, we acquired the common stock of
Dixon   Tom-A-Toe  Companies,  Inc.,  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  our
subsidiary Fresh Advantage, Inc. On August 31, 1999, our
subsidiary, AFI Foodservice Distributors, Inc., acquired
certain net assets of State Hotel Supply Company,  Inc.,
a  privately  owned meat processor based in Newark,  New
Jersey.  State Hotel provides Certified Angus  Beef  and
other custom-cut meats to restaurants and food retailers
in New York City and the surrounding region. On December
13,  1999,  our subsidiary, Virginia Foodservice  Group,
Inc.,  acquired certain net assets of Nesson Meat Sales,
a  privately  owned  meat processor  based  in  Norfolk,
Virginia. Nesson supplies Certified Angus Beef and other
custom-cut  meats  to restaurants and other  foodservice
operations in the mid-Atlantic region.  Together, Dixon,
State   Hotel  and  Nesson  had  1998  net  sales   that
contributed approximately $100 million to our operations
on an annualized basis.

     In  2000,  we paid a total of approximately  $124.2
million  and  issued  a  total of approximately  637,000
shares  of  our  common stock for  the  acquisitions  of
Carroll   County  and  Redi-Cut  and   to   the   former
shareholders of AFFLINK Incorporated, which was acquired
prior  to  1999,  and  Dixon  as  a  result  of  certain
contractual  obligations in those  purchase  agreements.
In  1999, we paid a total of approximately $18.1 million
and  issued a total of approximately 304,000  shares  of
our  common  stock for the acquisition of  Dixon,  State
Hotel  and  Nesson  and  to the former  shareholders  of
AFFLINK,  AFI  Food  Service and  Virginia  Foodservice,
which  were  acquired  prior to 1999,  as  a  result  of
certain   contractual  obligations  in  those   purchase
agreements.

     The  acquisitions  of Dixon, State  Hotel,  Nesson,
Carroll  County  and  Redi-Cut 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 in these acquisitions  was
approximately $157.1 million and is being amortized on a
straight-line basis over estimated lives ranging from  5
to  40  years.  The preliminary allocation of the excess
purchase price of the Redi-Cut acquisition is subject to
adjustment  in  2001.  As noted above, the consideration
payable  to  the former owners of some of the businesses
we  have  acquired  is  subject to increase  in  certain
circumstances.   We may be required to issue  additional
shares and make additional payments in the future to the
former owners of Carroll County and AFFLINK.

Recently Issued Accounting Pronouncements

     During  1998,  the  Financial Accounting  Standards
Board, or FASB, issued Statement of Financial Accounting
Standards,  or SFAS, No. 133, Accounting for  Derivative
Instruments and Hedging Activity, which is effective for
periods beginning after June 15, 1999. In May 1999, 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. In June 2000, the FASB
issued  SFAS No. 138, Accounting for Certain  Derivative
Instruments and Hedging Activities, an Amendment of FASB
Statement  No. 133. In September 2000, the  FASB  issued
SFAS No. 140, Accounting for Transfers and Servicing  of
Financial  Assets and Extinguishment of Liabilities.  We
will  be  required  to  adopt the  provisions  of  these
standards with our fiscal year beginning on December 31,
2000. Management believes the effect of the adoption  of
these  standards  on  us will be  limited  to  financial
statement presentation and disclosure and will not  have
a  material effect on our financial condition or results
of operations.

Quarterly Results And Seasonality

     Set forth below is certain summary information with
respect  to  our  operations for the most  recent  eight
fiscal   quarters.  Historically,  the  restaurant   and
foodservice  business is seasonal, with lower  sales  in
the first quarter. Consequently, we may experience lower
net  sales  during the first quarter, depending  on  the
timing  of  any  acquisitions. Management  believes  our
quarterly net sales will continue to be impacted by  the
seasonality of the restaurant business.

<TABLE>
<CAPTION>
                                                                           2000
                                                         (In thousands, except per share amounts)
                                                           1st        2nd        3rd       4th
                                                         Quarter    Quarter    Quarter    Quarter
<S>                                                     <C>        <C>        <C>        <C>
Net sales.............................................. $579,750   $654,603   $693,127   $677,988
Gross profit...........................................   77,409     86,979     93,223     94,580
Operating profit.......................................    7,564     12,388     15,139     14,924
Earnings before income taxes...........................    6,244     10,860     13,433     12,819
Net earnings...........................................    3,871      6,733      8,329      7,948
Basic net earnings per common share....................     0.28       0.49       0.60       0.54
Diluted net earnings per common share..................     0.27       0.47       0.57       0.51
</TABLE>
<TABLE>
<CAPTION>

                                                                           1999
                                                         (In thousands, except per share amounts)
                                                           1st        2nd        3rd       4th
                                                         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

  1) Pro forma adjustments to net earnings per common
     share add back nonrecurring merger expenses and adjust
     income taxes as if NorthCenter, which merged with one of
     our subsidiaries in February 1999, were taxed as a C-
     corporation for income tax purposes rather than as an S-
     corporation prior to the merger. As an S-corporation,
     NorthCenter was not subject to income taxes for periods
     prior to the merger. NorthCenter became subject  to
     income taxes for all periods following the merger.

  2) 1999 excludes a nonrecurring gain of $768,000 on
     the sale of an investment.
</TABLE>

Item 7A. Quantitative  and Qualitative  Disclosures
         About Market Risk.

     Our   primary   market   risks   are   related   to
fluctuations in interest rates and changes in  commodity
prices.  Our primary interest rate risk is from changing
interest  rates  related  to  our  long-term  debt.   We
currently  manage  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  of  the debt but do not impact earnings  or  cash
flows.  For  floating-rate debt, interest  rate  changes
generally  do  not affect the fair market value  of  the
debt  but impact earnings and cash flows, assuming other
facts  remain  constant. As of December  30,  2000,  our
total debt consisted of fixed and floating rate debt  of
$52.5   million   and   $64.0   million,   respectively.
Substantially all of our floating rate debt is based  on
LIBOR.

     At  December 30, 2000, the fair market value of our
fixed-rate   debt  was  approximately   $53.6   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 $4.0 million.  The  earnings
and cash flow impact for the next year resulting from  a
one  percentage  point  increase in  interest  rates  on
floating-rate  debt  would  be  approximately  $639,000,
holding other variables constant.

     From  time  to time, we use 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. As of December 30, 2000, we  had  no
outstanding forward swap contracts.


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 2, 2001 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  our
executive officers 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 2, 2001 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 2, 2001 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 2, 2001 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 21 of this Form 10-K.

      2. Financial Statement Schedules.  See index to Financial
         Statement Schedules on page 21 of this Form 10-K.

      3. Exhibits:

Exhibit
Number                       Description

A.     Incorporated by reference to our Registration Statement
       on Form S-1 (No. 33-64930):

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 our Annual Report on
       Form 10-K for the fiscal year ended January 1, 1994:

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.

Exhibit
Number                       Description

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

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 our Report on Form 8-K
       dated January 3, 1995:

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 our Annual Report on
       Form 10-K for the fiscal year ended December 28, 1996:

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

F.     Incorporated by Reference to our Report on Form 8-K
       dated May 20, 1997:

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  our  Quarterly
       Report on Form 10-Q for the quarter ended September  27,
       1997:

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 our Annual Report on
       Form  10-K  for  the fiscal year ended  December  27,
       1997:

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 Quarterly Report  on
       Form 10-Q for the quarter ended June 27, 1998:

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 our Annual Report on
       Form 10-K for the fiscal year ended January 2, 1999:

10.22   -- Performance  Food  Group  Company  Executive
           Deferred Compensation Plan.

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

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.

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

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

M.     Incorporated by reference to our Quarterly Report
       on Form 10-Q for the quarter ended July 1, 2000:

10.27  --  Participation Agreement dated as of June 9,
           2000 for the $60 million master operating lease
           agreement.

Exhibit
Number                       Description

10.28  --  Lease Agreement dated as of June 9, 2000 for
           the $60 million master operating lease agreement.

N.     Filed herewith:

10.29  --  First Amendment of Credit Agreement dated
           as  of  September 27, 2000, among  Performance
           Food  Group Company, the lenders party thereto
           and First Union National Bank.

10.30  --  Second  Amendment  to  Credit  Agreement
           dated   as   of   December  13,  2000,   among
           Performance  Food Group Company,  the  lenders
           party thereto and First Union National Bank.

10.31  --  Third Amendment to Credit Agreement dated
           as  of  December  13, 2000, among  Performance
           Food  Group Company, the lenders party thereto
           and First Union National Bank.

10.32  --  First Amendment to Certain Operative
           Agreements dated as of December 13, 2000.

10.33  --  Second Amendment to Certain Operative
           Agreements dated as of December 13, 2000.

21     --  List of Subsidiaries.

23.1   --  Consent of Independent Auditors.

(b)    Reports on Form 8-K:

       We  filed a report on Form 8-K dated November 27,
       2000  (as  amended by a Form 8-K/A dated December
       8,  2000)  during the quarter ended December  30,
       2000 to report our acquisition of Redi-Cut.

                           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
on March 23, 2001.

                     PERFORMANCE FOOD GROUP COMPANY

                     By:  /s/ Robert C. Sledd
                              Robert C. Sledd
                              Chairman and Chief Executive Officer


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 Executive Officer and   March 23, 2001
      Robert C. Sledd   Director [Principal Executive Officer]

  /s/ C. Michael Gray   President, Chief Operating Officer and  March 23, 2001
      C. Michael Gray   Director

  /s/ Roger L. Boeve    Executive Vice President and Chief      March 23, 2001
      Roger L. Boeve    Financial Officer [Principal Financial
                        Officer and Principal Accounting
                        Officer]

 /s/ Charles E. Adair   Director                                March 23, 2001
     Charles E. Adair

 /s/ Fred C. Goad, Jr.  Director                                March 23, 2001
     Fred C. Goad, Jr.

 /s/ Timothy M. Graven  Director                                March 23, 2001
     Timothy M. Graven

 /s/ H. Allen Ryan      Director                                March 23, 2001
     H. Allen Ryan

 /s/ John E. Stokely    Director                                 March 23, 2001
     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
December  30,  2000 and January 1, 2000, and the related  consolidated
statements of earnings, shareholders' equity and cash flows  for  each
of  the fiscal years in the three-year period ended December 30, 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  auditing  standards
generally  accepted in the United States of America.  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 December 30,
2000  and  January  1, 2000, and the results of their  operations  and
their  cash  flows  for each of these fiscal years in  the  three-year
period   ended  December  30,  2000,  in  conformity  with  accounting
principles generally accepted in the United States of America.


                                             /s/ KPMG LLP

Richmond, Virginia
February 5, 2001


<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share amounts)               2000            1999
<S>                                                                <C>             <C>
ASSETS
Current assets:
  Cash                                                             $  18,530       $   5,606
  Trade accounts and notes receivable, less allowance for
    doubtful accounts of $4,832 and $4,477                           167,444         119,126
  Inventories                                                        123,586         108,550
  Prepaid expenses and other current assets                            4,364           4,030
  Deferred income taxes                                               10,332           5,570
    Total current assets                                             324,256         242,882
Property, plant and equipment, net                                   143,142         113,930
Goodwill, net of accumulated amortization of $9,025 and $5,941       234,421          97,975
Other intangible assets, net of accumulated
  amortization of $2,840 and $1,926                                    4,890           5,353
Other assets                                                           2,987           1,905
    Total assets                                                   $ 709,696       $ 462,045

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Outstanding checks in excess of deposits                         $  33,330       $  14,082
  Current installments of long-term debt                               1,966             703
  Trade accounts payable                                             134,986         116,821
  Accrued expenses                                                    49,769          36,751
  Income taxes payable                                                 7,735           3,646
    Total current liabilities                                        227,786         172,003
Long-term debt, excluding current installments                       114,492          92,404
Deferred income taxes                                                  9,701           8,294
    Total liabilities                                                351,979         272,701

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;
    17,740,168 and 14,112,151 shares issued and outstanding              177             141
  Additional paid-in capital                                         243,586         102,681
  Retained earnings                                                  115,738          88,857
                                                                     359,501         191,679
  Loan to leveraged employee stock ownership plan                     (1,784)         (2,335)
    Total shareholders' equity                                       357,717         189,344
Commitments and contingencies (notes 4,7,8,9,11,12, and 14)                -               -
    Total liabilities and shareholders' equity                     $ 709,696       $ 462,045

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

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF EARNINGS

(Dollar amounts in thousands, except per share amounts)          2000            1999            1998
<S>                                                          <C>              <C>            <C>
Net sales                                                    $ 2,605,468     $ 2,055,598     $ 1,721,316
Cost of goods sold                                             2,253,277       1,773,632       1,491,079
    Gross profit                                                 352,191         281,966         230,237
Operating expenses                                               302,176         242,625         198,646
    Operating profit                                              50,015          39,341          31,591
Other income (expense):
  Interest expense                                                (6,593)         (5,388)         (4,411)
  Nonrecurring merger expenses                                         -          (3,812)              -
  Gain on sale of investment                                           -             768               -
  Other, net                                                         (66)            342             195
    Other expense, net                                            (6,659)         (8,090)         (4,216)
    Earnings before income taxes                                  43,356          31,251          27,375
Income tax expense                                                16,475          12,000           9,965
    Net earnings                                             $    26,881     $    19,251     $    17,410

Weighted average common shares outstanding                        14,168          13,772          13,398
Basic net earnings per common share                          $      1.90     $      1.40     $      1.30

Weighted average common shares and dilutive
  potential common shares outstanding                             14,769          14,219          13,925
Diluted net earnings per common share                        $      1.82     $      1.35     $      1.25

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 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
  Proceeds from offering of common stock        3,220,000        32            124,365            -            -         124,397
  Issuance of shares for acquisitions             637,344         6             23,360            -            -          23,366
  Repurchases of common stock                    (479,300)       (5)           (11,902)           -            -         (11,907)
  Employee stock option, incentive
   and purchase plans and related
   income tax benefits                            249,973         3              5,082            -            -           5,085
  Principal payments on loan to
   leveraged ESOP                                       -         -                  -            -          551             551
  Net earnings                                          -         -                  -       26,881            -          26,881
Balance at December 30, 2000                   17,740,168    $  177    $       243,586    $ 115,738    $  (1,784)    $   357,717

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


<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)                                                 2000          1999         1998
<S>                                                                        <C>           <C>          <C>
Cash flows from operating activities:
  Net earnings                                                             $   26,881    $  19,251    $  17,410
  Adjustments to reconcile net earnings to net cash provided
   by operating activities:
     Depreciation                                                              13,879       11,081        9,152
     Amortization                                                               3,998        3,056        2,349
     Loss (gain) on disposal of property, plant and equipment                     302          (32)          36
     Deferred income taxes                                                     (1,520)         226        1,380
     ESOP contributions applied to principal of ESOP debt                         551          534          498
     Gain on sale of investment                                                     -         (768)           -
     Changes in operating assets and liabilities, net of effects
      of companies acquired:
        Decrease (increase) in trade accounts and notes receivable            (37,639)         213      (17,603)
        Increase in inventories                                               (11,112)     (15,519)      (9,533)
        Decrease (increase) in prepaid expenses and other current assets          174            6       (1,152)
        Increase in trade accounts payable                                      8,918       17,161       20,701
        Increase in accrued expenses                                            6,565        7,118        4,032
        Increase (decrease) in income taxes payable                             3,589        4,676       (2,941)
        Total adjustments                                                     (12,295)      27,752        6,919
        Net cash provided by operating activities                              14,586       47,003       24,329
Cash flows from investing activities, net of effects of
 companies acquired:
   Net cash paid for acquisitions                                            (124,193)     (18,066)     (23,857)
   Purchases of property, plant and equipment                                 (30,992)     (26,006)     (26,663)
   Proceeds from sale of property, plant and equipment                          1,382        1,061        3,600
   Decrease (increase) in intangibles and other assets                            315         (366)        (170)
   Proceeds from sale of investment                                                 -        1,563            -
        Net cash used by investing activities                                (153,488)     (41,814)     (47,090)
Cash flows from financing activities:
   Increase (decrease) in outstanding checks in excess of deposits             19,004      (20,124)      10,848
   Net proceeds from (payments on) revolving credit facility                   12,004       13,317      (26,560)
   Proceeds from issuance of Industrial Revenue Bonds                           3,455        4,640            -
   Principal payments on long-term debt                                          (812)      (9,176)      (1,602)
   Proceeds from issuance of long-term debt                                       600            -       50,041
   Repayment of promissory notes                                                    -            -       (7,278)
   Proceeds from issuance of common stock                                     124,397            -            -
   Repurchases of common stock                                                (11,907)           -            -
   Distributions of pooled company                                                  -       (1,025)        (451)
   Effect of conforming fiscal year of pooled company                               -            -          (98)
   Employee stock option, incentive and purchase plans
    and related income tax benefits                                             5,085        4,989        1,777
        Net cash provided by (used in) financing activities                   151,826       (7,379)      26,677
Net increase (decrease) in cash                                                12,924       (2,190)       3,916
Cash, beginning of year                                                         5,606        7,796        3,880
Cash, end of year                                                          $   18,530    $   5,606    $   7,796

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




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________

December 30, 2000 and January 1, 2000

1.   Description of Business

     Performance  Food Group Company and subsidiaries (the  "Company")
     markets  and  distributes  food  and  non-food  products  to  the
     foodservice  or  "food-away-from-home" industry. The  foodservice
     industry   consists  of  two  major  customer   types:   "street"
     foodservice  customers,  which include  independent  restaurants,
     hotels,  cafeterias,  schools, healthcare  facilities  and  other
     institutional  customers; and multi-unit, or  "chain"  customers,
     which  include  regional  and national quick-service  and  casual
     dining restaurants.

     The Company services these customers through three main operating
     segments:   broadline  foodservice  distribution   ("Broadline");
     customized foodservice distribution ("Customized"); and fresh-cut
     produce   processing   ("Fresh-cut").   Broadline   markets   and
     distributes more than 31,000 national and proprietary brand  food
     and  non-food products to a total of approximately 27,000  street
     and  chain  customers.  Broadline consists  of  twelve  operating
     locations  that  independently  design  their  own  product  mix,
     distribution  routes and delivery schedules  to  accommodate  the
     needs  of a large number of customers, whose individual purchases
     vary in size. Customized focuses on serving certain casual-dining
     chain   restaurants.    These  customers   generally   prefer   a
     centralized  point  of  contact that facilitates  item  and  menu
     changes,  tailored  distribution  routing  and  customer  service
     resolution.  The Customized distribution network covers 49 states
     and  several foreign countries from five distribution facilities.
     Fresh-cut  purchases,  processes,  packages  and  distributes   a
     variety  of fresh produce mainly to third-party distributors  for
     resale  primarily  to quick-service restaurants  located  in  the
     southeastern, southwestern, and midwestern United Sates.   Fresh-
     cut operations are conducted at five processing facilities.

     The  Company uses a 52/53 week fiscal year ending on the Saturday
     closest to December 31. The fiscal years ended December 30, 2000,
     January  1,  2000 and January 2, 1999 (52, 52 and 53-week  years,
     respectively)  are  referred to herein as 2000,  1999  and  1998,
     respectively.

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  7%  of  the  Company's  inventories  are
     accounted   for  using  the  LIFO  method.  Inventories   consist
     primarily of food and non-food 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, which range from three to 35 years.

     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 and identified
     intangible   assets  acquired  (goodwill)  related  to   purchase
     business combinations and identified intangible assets,  such  as
     non-compete  agreements, customer lists 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 12.

     (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  12).
     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  December 30, 2000 and January 1, 2000, 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 December 30, 2000  and  January  1,
     2000,  the  fair  value of the Company's 6.77% Senior  Notes  was
     approximately $51.0 million and $48.0 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 consolidated financial  statements
     have   been  reclassified  to  conform  to  the  2000  and   1999
     presentations.

3.   Concentration of Sales and Credit Risk

     Two   of  the  Company's  customers,  Outback  Steakhouse,   Inc.
     ("Outback") and Cracker Barrel Old Country Stores, Inc. ("Cracker
     Barrel"),  account  for a significant portion  of  the  Company's
     consolidated  net  sales.  Net sales  to  Outback  accounted  for
     approximately  16%,  16% and 15% of consolidated  net  sales  for
     2000,  1999 and 1998, respectively.  Net sales to Cracker  Barrel
     accounted for approximately 16%, 17% and 18% of consolidated  net
     sales  for  2000, 1999 and 1998, respectively.  At  December  30,
     2000, amounts receivable from these two customers represented 16%
     of total trade receivables.

     Financial  instruments  that potentially expose  the  Company  to
     concentrations of credit risk consist primarily of trade accounts
     receivable.   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    that    monitor    customers'
     creditworthiness.

4.   Business Combinations

     On  August  4,  2000, the Company acquired the  common  stock  of
     Carroll County Foods, Inc. ("Carroll County"), a privately  owned
     broadline foodservice distributor based in New Windsor, Maryland.
     Carroll  County  provides  products and services  to  traditional
     foodservice  accounts  in  a  region  that  includes   Baltimore,
     Maryland and Washington, D.C.  Carroll County had 1999 net  sales
     of  approximately $45 million.  On December 13, 2000, the Company
     acquired  the common stock and membership interests  of  Redi-Cut
     Foods,  Inc.  and its affiliates, Kansas City Salad,  L.L.C.  and
     K.C.  Salad  Real  Estate,  L.L.C., collectively,  "Redi-Cut,"  a
     privately owned processor of fresh-cut produce with facilities in
     Franklin  Park, Illinois, a suburb of Chicago, and  Kansas  City,
     Missouri.   Redi-Cut, which provides fresh-cut produce mainly  to
     third-party  distributors for resale primarily  to  quick-service
     restaurants  such as McDonald's, KFC, Taco Bell,  Pizza  Hut  and
     Burger King, had 1999 net sales of approximately $113 million.

     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.,  a subsidiary of the Company.   On  August  31,
     1999,  AFI  Food Service Distributors, Inc. ("AFI"), a subsidiary
     of the Company, 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 custom-cut meats to 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"),  a  subsidiary of  the  Company,  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 custom-cut meats  to  restaurants
     and other foodservice operations in the mid-Atlantic region.  The
     financial  results  of  Nesson  have  been  combined   with   the
     operations  of VFG.  Together, Dixon, State Hotel and Nesson  had
     1998  sales  that contributed to the Company's ongoing operations
     of approximately $100 million on an annualized basis.

     In  2000,  the  Company  paid  a total  of  approximately  $124.2
     million,   net  of  cash  acquired,  and  issued   a   total   of
     approximately  637,000  shares  of  its  common  stock  for   the
     acquisitions  of Carroll County and Redi-Cut and  to  the  former
     shareholders  of  AFFLINK  Incorporated  ("AFFLINK"),  which  was
     acquired  prior  to  1999,  and Dixon  as  a  result  of  certain
     contractual  obligations  in  those  purchase  agreements.    The
     aggregate  consideration payable to the  former  shareholders  of
     Carroll  County  and  AFFLINK is subject to increase  in  certain
     circumstances.

     In 1999, the Company paid a total of approximately $18.1 million,
     net of cash acquired, and issued a total of approximately 304,000
     shares  of its common stock for the acquisitions of Dixon,  State
     Hotel  and Nesson and to the former shareholders of AFFLINK,  AFI
     and  VFG,  which  were acquired prior to 1999,  as  a  result  of
     certain contractual obligations in those purchase agreements.

     The  acquisitions of Dixon, State Hotel, Nesson,  Carroll  County
     and  Redi-Cut  and  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 in these acquisitions  was
     approximately $157.1 million and is being amortized on a straight-
     line basis over estimated lives ranging from 5 to 40 years.   The
     preliminary allocation of the excess purchase price of the  Redi-
     Cut acquisition is subject to adjustment in 2001.

     The  consolidated statements of earnings and cash  flows  reflect
     the  results  of  these  acquired companies  from  the  dates  of
     acquisition through December 30, 2000. The unaudited consolidated
     results  of  operations  on a pro forma  basis  as  though  these
     acquisitions had been consummated as of the beginning of 1999 are
     as follows:

          (In thousands, except per share amounts)    2000      1999

          Net sales                              $ 2,757,965  $2,279,990
          Gross profit                               382,872     326,626
          Net earnings                                32,109      20,872
          Basic net earnings per common share       $   1.81     $  1.17
          Diluted net earnings per common share         1.75        1.14

     The pro forma results are presented for information purposes only
     and  are not necessarily indicative of the operating results that
     would  have occurred had the Dixon, State Hotel, Nesson,  Carroll
     County  and  Redi-Cut  acquisitions been consummated  as  of  the
     beginning of 1999.

     On  February  26,  1999,  the Company  completed  a  merger  with
     NorthCenter  Foodservice  Corporation ("NorthCenter"),  in  which
     NorthCenter  became  a wholly owned subsidiary  of  the  Company.
     NorthCenter  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  NorthCenter.  Accordingly, the consolidated  financial
     statements  for  periods  prior  to  the  combination  have  been
     restated  to  include the accounts and results of  operations  of
     NorthCenter.   The Company incurred nonrecurring merger  expenses
     of  $3.8  million in 1999 associated with the NorthCenter merger.
     These   expenses   included  certain  contractual   payments   to
     NorthCenter   employees   as  well  as  professional   fees   and
     transaction costs.

     The  results  of  operations  of  the  Company  and  NorthCenter,
     including  the  related  $3.8  million  of  nonrecurring   merger
     expenses,  and the combined amounts presented in the accompanying
     consolidated financial statements for 1999 are summarized below:


          (In thousands)                                    1999
          Net sales:
            The Company                                 $  1,945,370
            NorthCenter                                      110,228
                 Combined                               $  2,055,598

          Net earnings:
            The Company                                 $     18,818
            NorthCenter                                          433
                 Combined                               $     19,251

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

     NorthCenter, 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 income  tax  expense,
     present   the   combined   results   of   operations,   excluding
     nonrecurring  merger expenses of $3.8 million, as if  NorthCenter
     was taxed as a C-corporation for the year presented:


     (In thousands, except per share amounts)               1999

     Operating profit                                   $  39,341
     Other income (expense):
        Interest expense                                   (5,388)
        Other, net                                          1,110
           Other expense, net                              (4,278)
           Earnings before income taxes                    35,063
     Income tax expense                                    13,359
           Net earnings                                 $  21,704

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

5.   Property, Plant and Equipment

     Property, plant and equipment as of December 30, 2000 and January
     1, 2000 consist of the following:

          (In thousands)                                   2000         1999

          Land                                          $    6,240  $    5,952
          Buildings and building improvements              102,197      79,272
          Transportation equipment                          20,123      19,334
          Warehouse and plant equipment                     58,434      33,159
          Office equipment, furniture and fixtures          30,575      23,993
          Leasehold improvements                             2,932       5,081
          Construction-in-process                            3,233       9,302
                                                           223,734     176,093
          Less accumulated depreciation and amortization    80,592      62,163
            Property, plant and equipment, net          $  143,142  $  113,930

6.   Supplemental Cash Flow Information

     Supplemental disclosures of cash flow information for 2000, 1999
     and 1998 are as follows:

     (In thousands)                             2000       1999        1998
      Cash paid during the year for:
           Interest                           $   6,648   $   5,323   $   3,908
           Income taxes                       $  12,278   $   7,126   $  12,262
      Effects of companies acquired:
           Fair value of assets acquired      $ 172,107   $  49,097   $  33,417
           Fair value of liabilities assumed    (24,548)    (22,521)     (9,560)
           Stock issued for acquisitions        (23,366)     (8,510)          -
              Net cash paid for acquisitions  $ 124,193   $  18,066   $  23,857

7.   Long-term Debt

     Long-term debt as of December 30, 2000 and January 1, 2000
     consists of the following:

        (In thousands)                                       2000        1999

        Revolving Credit Facility                         $  46,998   $  34,994
        Senior Notes                                         50,000      50,000
        Industrial Revenue Bonds                             15,094       4,640
        ESOP loan                                             1,784       2,335
        Other notes payable                                   2,582       1,138
          Total long-term debt                              116,458      93,107
        Less current installments                             1,966         703
          Long-term debt, excluding current installments  $ 114,492   $  92,404

     Revolving Credit Facility

     On  March  5,  1999, the Company entered into  an  $85.0  million
     revolving  credit facility with a group of commercial banks  that
     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  $47.0  million was outstanding  under  the  Credit
     Facility at December 30, 2000.  The Credit Facility also supports
     up  to $10.0 million of letters of credit.  At December 30, 2000,
     the  Company  was  contingently  liable  for  approximately  $9.7
     million  of  outstanding letters of credit  that  reduce  amounts
     available  under the Credit Facility.  At December 30, 2000,  the
     Company  had  $33.3 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 December 30, 2000, the Credit Facility bore interest
     at  7.18%  per annum. 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 $8.1 million of the proceeds
     from  these  bonds  have  been used  and  are  reflected  on  the
     Company's  consolidated balance sheet as of  December  30,  2000.
     Interest  varies as determined by the remarketing agent  for  the
     bonds  and  was 5.00% per annum at December 30, 2000.  The  bonds
     are secured by a letter of credit issued by a commercial bank.

     On  November  10, 1999, prior to its acquisition by the  Company,
     Redi-Cut  issued  Tax  Exempt Multi-Modal Industrial  Development
     Revenue  Bonds.  The  proceeds from  the  sale  of  these  bonds,
     totaling  $7.0  million,  were used to finance  the  acquisition,
     construction, installation and equipment of Redi-Cut's  fresh-cut
     produce  processing facility in Kansas City, Missouri.   Interest
     on  these  bonds  is payable monthly.  The bonds are  subject  to
     annual   mandatory  redemptions  beginning  June  1,   2001   and
     continuing through 2020.  Interest on these bonds adjusts  weekly
     and  was 4.95% at December 30, 2000.  The bonds are secured by  a
     letter of credit totaling approximately $7.1 million 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 (6.41% at December 30,  2000).
     The loan matures in 2003.

     Maturities of long-term debt are as follows:

          (In thousands)
          2001                                           $   1,966
          2002                                              48,146
          2003                                               1,077
          2004                                                 476
          2005                                                 322
          Thereafter                                        64,471
               Total long-term debt                      $ 116,458

8.   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 them becoming exercisable at a redemption price  of
     $.001  per  Right.   The Rights will expire in May  2007,  unless
     redeemed earlier by the Company.

9.   Leases

     The  Company  leases various warehouse and office facilities  and
     certain equipment under long-term operating lease agreements that
     expire  at  various dates. At December 30, 2000, the  Company  is
     obligated under operating lease agreements to make future minimum
     lease payments as follows:

         (In thousands)
         2001                                              $  16,094
         2002                                                 14,791
         2003                                                 11,901
         2004                                                 10,648
         2005                                                  9,090
         Thereafter                                           24,709
              Total minimum lease payments                 $  87,233

     Total rental expense for operating leases in 2000, 1999 and  1998
     was approximately $24.5 million, $16.3 million and $12.8 million,
     respectively.

     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  being  used  to  construct   four
     distribution  centers.  Two of these distribution centers  became
     operational in early 1999, one became operational in  the  second
     quarter  of  2000,  and the remaining property  is  scheduled  to
     become  operational in the second quarter of  2001.   Under  this
     facility,  the lessor owns the distribution centers,  incurs  the
     related  debt to construct the properties, and thereafter  leases
     each  property  to  the Company.  The Company  has  entered  into
     leases  for three of the properties and has also entered  into  a
     commitment  to  lease the fourth property for a period  beginning
     upon  completion of that property.  All of these  leases  end  on
     September 12, 2002, including extensions.  Upon the expiration of
     the  leases,  the Company may seek to renew the leases.   If  the
     Company is unable to or chooses not to renew the leases,  it  has
     the  option  of  selling  the  properties  to  third  parties  or
     purchasing  the  properties  at  their  original  cost.   If  the
     properties are sold to third parties for less than 88%  of  their
     aggregate  original  cost,  the Company  is  obligated,  under  a
     residual  value guarantee, to pay the lessor an amount  equal  to
     the  shortfall.  These residual value guarantees are not included
     in  the above table of future minimum lease payments.  There  can
     be no assurance that the Company will be able to renew the leases
     or  sell  the  properties to third parties, and the Company  will
     require  substantial additional financing if it  is  required  to
     purchase  these  properties upon the  expiration  of  the  master
     operating  lease facility.  Because of the location and condition
     of each property, the Company believes that the fair value of the
     properties   included  in  this  facility  could   eliminate   or
     substantially  reduce  the  exposure  under  the  residual  value
     guarantee,  although there can be no assurance that  the  Company
     will  not be required to make payments to satisfy this guarantee.
     Through  December  30,  2000, construction  expenditures  by  the
     lessor under this facility were approximately $43.0 million.

     On  June 9, 2000, the Company entered into a $60.0 million master
     operating lease facility to construct or purchase various  office
     buildings and distribution centers.  As of December 30, 2000, one
     distribution  center had been purchased and construction  of  one
     office building and one distribution center had begun under  this
     facility.   Under this facility, the lessor owns the  properties,
     incurs  the  related debt to construct or purchase the properties
     and  thereafter leases each property to the Company.  The Company
     has entered into a commitment to lease each property for a period
     beginning  upon the completion of construction or acquisition  of
     that property and ending on June 9, 2005.  Upon the expiration of
     the  leases,  the Company may seek to renew the leases.   If  the
     Company is unable to or chooses not to renew the leases,  it  has
     the  option  to sell the properties to third parties or  purchase
     the  properties  at their original cost.  If the  properties  are
     sold  to  third  parties  for less than 85%  of  their  aggregate
     original  cost, the Company is obligated, under a residual  value
     guarantee,  to  pay the lessor an amount equal to the  shortfall.
     These  residual value guarantees are not included  in  the  above
     table  of  future  minimum  lease  payments.   There  can  be  no
     assurance  that the Company will be able to renew the  leases  or
     sell  the  properties  to third parties,  and  the  Company  will
     require  substantial additional financing if it  is  required  to
     purchase  these  properties upon the  expiration  of  the  master
     operating  lease facility.  Because of the location and condition
     of   the  existing  property,  the  Company  believes  that   the
     anticipated  fair  value  of  the  property  could  eliminate  or
     substantially  reduce  the  exposure  under  the  residual  value
     guarantee with respect to that property.  However, there  can  be
     no  assurance  that  the Company will not  be  required  to  make
     payments  to  satisfy this guarantee either with respect  to  the
     existing   property  or  any  other  properties  which   may   be
     constructed  or  purchased  in the future  under  this  facility.
     Through  December  30,  2000, construction  expenditures  by  the
     lessor under this facility were approximately $7.7 million.

10.  Income Taxes

            Income tax expense consists of the following:

        (In thousands)                      2000      1999       1998
        Current:
            Federal                      $ 14,264   $ 11,677   $  8,048
            State                             805        747        537
                                           15,069     12,424      8,585
        Deferred:
            Federal                         1,331       (608)     1,208
            State                              75        184        172
                                            1,406       (424)     1,380
               Total income tax expense  $ 16,475   $ 12,000   $  9,965


     The  effective  income tax rates for 2000,  1999  and  1998  were
     38.0%,  38.4% and 36.4%, 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:
<TABLE>
<CAPTION>

    (In thousands)                                              2000       1999       1998
     <S>                                                      <C>         <C>        <C>
     Federal income taxes computed at statutory rate          $ 15,175   $ 10,938   $  9,581
     Increase (decrease) in income taxes resulting from:
       State income taxes, net of federal income tax benefit       692        211        464
       Non-deductible expenses                                     145        306        126
       Tax credits                                                (281)      (353)         -
       Losses (income) attributable to S-corporation periods         -        283       (535)
       Amortization of goodwill                                    548        340        288
       Other, net                                                  196        275         41
         Total income tax expense                             $ 16,475   $ 12,000   $  9,965
</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  and  credit
     carryforwards.  Temporary  differences  and  carryforwards   that
     created  significant  deferred  tax  assets  and  liabilities  at
     December 30, 2000 and January 1, 2000 were as follows:

     (In thousands)                                  2000       1999
      Deferred tax assets:
        Allowance for doubtful accounts            $  2,430   $  1,647
        Inventories                                     661        461
        Accrued employee benefits                     2,701      1,150
        Self-insurance reserves                       1,836      1,333
        Deferred income                               1,221        559
        State operating loss carryforwards              586        732
        Tax credit carryforwards                        555        825
        Other accrued expenses                        1,246        235
            Total gross deferred tax assets          11,236      6,942
        Less valuation allowance                          -       (194)
            Net deferred tax assets                  11,236      6,748
      Deferred tax liabilities:
        Property, plant and equipment                 8,048      7,991
        Basis difference in intangible assets         2,543      1,465
        Other                                            14         16
            Total gross deferred tax liabilities     10,605      9,472
            Net deferred tax asset (liability)     $    631   $ (2,724)

     The  net  deferred  tax asset (liability)  is  presented  in  the
     December 30, 2000 and January 1, 2000 consolidated balance sheets
     as follows:

     (In thousands)                                   2000        1999

      Current deferred tax asset                    $ 10,332   $   5,570
      Noncurrent deferred tax liability               (9,701)     (8,294)
          Net deferred tax asset (liability)        $    631   $  (2,724)

     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  2010
     through  2020.   The  Company  has  a  state  income  tax  credit
     carryforward of approximately $555,000 that expires in 2005.  The
     Company  believes the deferred tax assets, net of  the  valuation
     allowance, will more likely than not be realized.

11.  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 7.  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  2000,  1999  and
     1998. These amounts included interest expense on the ESOP loan of
     approximately $129,000, $146,000 and $182,000 in 2000,  1999  and
     1998, respectively. The release of ESOP shares is based upon debt-
     service  payments.   Upon release, the shares  are  allocated  to
     participating employees' accounts.  At December 30, 2000, 901,928
     shares  had  been allocated to participant accounts  and  269,833
     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 salaries under the provisions of Internal Revenue  Code
     Section  401(k).  In 1998, 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%.   In 2000,  the  Company
     matched  100% of the first 1% of employee contributions, and  50%
     of  the  next 3% of employee contributions, for a total match  of
     2.5%.   Total matching contributions were $2,064,000,  $1,312,000
     and  $684,000 for 2000, 1999 and 1998, 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 2000, 1999 or 1998.

     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.

12.  Stock Compensation Plans

     At   December   30,  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:
<TABLE>
<CAPTION>

    (In thousands except per share amounts)                 2000        1999      1998
     <S>                                     <C>          <C>        <C>        <C>
     Net earnings                            As reported  $ 26,881   $ 19,251   $ 17,410
                                             Pro forma      24,018     17,311     15,726
     Basic net earnings per common share     As reported  $   1.90   $   1.40   $   1.30
                                             Pro forma        1.70       1.26       1.17
     Diluted net earnings per common share   As reported  $   1.82   $   1.35   $   1.25
                                             Pro forma        1.63       1.22       1.13
</TABLE>

     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 2000, 1999 and 1998, respectively: risk-free  interest
     rates  of 5.28%, 5.28% and 5.56%; expected volatilities of 43.1%,
     44.3%  and  45.8%; expected option lives of 6.3 years, 7.2  years
     and 6.4 years; and expected dividend yields of 0% in each year.

     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 December 30, 2000,
     106,986  options  were outstanding under the 1989  Plan,  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 15,250 in 2000, 10,000 in 1999 and 12,750
       in 1998. These options vest one year from the date of grant and
     have  terms  of  10 years from the grant date.  At  December  30,
     2000,  74,750 options were outstanding under the Directors' Plan,
     of which 59,500 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 2000  1999
     or  1998.  Stock  options granted under  the  1993  Plan  totaled
     607,601,   259,140  and  405,280  for  2000,   1999   and   1998,
     respectively.  Options granted in 2000, 1999 and 1998  vest  four
     years  from  the  date  of  the grant.   At  December  30,  2000,
     1,480,339 options were outstanding under the 1993 Plan, of  which
     239,677 were exercisable.

<TABLE>
<CAPTION>

     A  summary  of  the Company's stock option activity  and  related
     information for all stock option plans for 2000, 1999 and 1998 is
     as follows:

                                    2000                  1999                 1998
                                        Weighted-              Weighted-            Weighted-
                                         Average                Average             Average
                                        Exercise               Exercise             Exercise
                               Shares     Price     Shares       Price    Shares      Price
    <S>                      <C>         <C>      <C>          <C>       <C>         <C>
    Outstanding at
     beginning of year       1,280,040   $ 16.99   1,338,047   $ 12.65   1,050,639   $  9.91
    Granted                    622,851     26.19     269,140     25.52     418,030     18.66
    Exercised                 (153,261)    11.60    (284,289)     4.79     (73,095)     5.58
    Canceled                   (87,555)    21.96     (42,858)    17.25     (57,527)    14.53
    Outstanding at
     end of year             1,662,075   $ 20.67   1,280,040   $ 16.99   1,338,047   $ 12.65
    Options
     exercisable at
     year-end                  406,163   $ 12.17     284,735   $  8.66     530,323   $  6.18
    Weighted-average fair
     value of options granted
     during the year                     $ 13.00               $ 13.84               $  9.83

 </TABLE>

     The following table summarizes information about stock options
     outstanding at December 30, 2000:

<TABLE>
<CAPTION>

                   Options Outstanding                            Options Exercisable
                                         Weighted-
                                          Average    Weighted-                  Weighted-
    Range of Exercise       Number       Remaining    Average                    Average
         Prices         Outstanding at  Contractual  Exercise    Exercisable    Exercise
                        Dec. 30, 2000      Life        Price    Dec. 30, 2000     Price
    <S>                 <C>             <C>          <C>        <C>             <C>
    $  3.67 - $  9.33       122,736     1.89 years   $  5.91       122,736      $  5.91
    $ 10.00 - $ 14.50       227,227     4.80 years     13.28       227,227        13.28
    $ 15.56 - $ 22.88       799,193     7.85 years     18.93        36,200        18.78
    $ 23.75 - $ 34.88       423,119     8.79 years     27.45        20,000        26.00
    $ 35.88 - $ 47.38        89,800     9.82 years     43.07             -            -
    $  3.67 - $ 47.38     1,662,075                  $ 20.67       406,163      $ 12.17

</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 through 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 612,500 shares under  the  Stock
     Purchase Plan.  Purchases under the Stock Purchase Plan are  made
     twice  a year, on January 15th and on July 15th.  At January  14,
     2001,   subscriptions  under  the  Stock   Purchase   Plan   were
     outstanding for approximately 51,000 shares at $34.70 per share.

13.  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 $1,234,000,  $908,000  and
     $673,000 in 2000, 1999 and 1998, respectively.  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.

14.  Contingencies

     In  April 1999, Maxwell Chase Technologies, LLC ("Maxwell") filed
     suit  against  the  Company's Fresh  Advantage  subsidiary.   The
     lawsuit  alleges,  among  other things, patent  infringement  and
     theft  of  trade secrets in the development and use of  packaging
     materials  used  in  the Company's fresh-cut produce  operations.
     Maxwell seeks to recover compensatory and other damages, as  well
     as  lost  profits.   The Company is vigorously  defending  itself
     against this action and has filed a counterclaim against Maxwell.
     On  February  1,  2001,  the United States Patent  and  Trademark
     Office  issued  a  decision  that  significantly  diminishes  the
     likelihood  of an unfavorable decision against the  Company  with
     respect  to Maxwell's claim of patent infringement.  The  Company
     believes that Maxwell's allegations are without merit and that it
     is  unlikely the outcome will have a material adverse  effect  on
     the  Company.   However,  there can be  no  assurance  that  this
     matter, if decided unfavorably for the Company, will not  have  a
     material adverse effect on the Company's results of operations.

     In  addition to the matter described above, the Company  is  also
     involved in other legal proceedings and litigation arising in the
     ordinary  course of business.  In the opinion of management,  the
     outcome of the other proceedings and litigation currently pending
     will  not have a material adverse effect on the Company's results
     of operations.

15.  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 1999 and 1998
     amounts   have  been  reclassified  to  conform   to   the   2000
     presentation, consistent with management's reporting structure:

<TABLE>
<CAPTION>
                                                                          Corporate &
     (In thousands)              Broadline     Customized    Fresh-cut    Intersegment  Consolidated
     <S>                        <C>           <C>           <C>           <C>           <C>
     2000
     Net external sales         $ 1,367,454   $ 1,105,365   $   132,649   $         -   $ 2,605,468
     Intersegment sales               4,062             -        25,802       (29,864)            -
     Operating profit                36,264        10,553         9,500        (6,302)       50,015
     Total assets                   344,489       122,601       218,390        24,216       709,696
     Interest expense (income)        8,176         3,603         2,172        (7,358)        6,593
     Depreciation                     8,458         2,046         3,131           244        13,879
     Amortization                     3,271             -           633            94         3,998
     Capital expenditures            16,372         1,601        11,363         1,656        30,992

     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         9,333         5,009        (5,168)       39,341
     Total assets                   308,531        96,067        48,259         9,188       462,045
     Interest expense (income)        6,953         2,447           260        (4,272)        5,388
     Depreciation                     7,054         1,934         1,947           146        11,081
     Amortization                     2,851             1            86           118         3,056
     Capital expenditures            13,831         2,131         9,292           752        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        83,214        15,167         9,860       387,712
     Interest expense (income)        8,376         1,122          (537)       (4,550)        4,411
     Depreciation                     6,373         1,455         1,219           105         9,152
     Amortization                     2,326             3             -            20         2,349
     Capital expenditures             9,308        15,738         1,500           117        26,663

</TABLE>


Independent Auditors' Report on Financial Statement Schedule

The Board of Directors
Performance Food Group Company:

Under  date  of  February  5, 2001, we reported  on  the  consolidated
balance sheets of Performance Food Group Company and subsidiaries (the
"Company")  as  of  December 30, 2000 and January  1,  2000,  and  the
related consolidated statements of earnings, shareholders' equity  and
cash flows for each of the fiscal years in the three-year period ended
December  30,  2000,  as  contained  in  the  2000  annual  report  to
shareholders.  These consolidated financial statements and our  report
thereon  are  included in the 2000 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 5, 2001



            PERFORMANCE FOOD GROUP COMPANY AND SUBSIDIARIES

                     VALUATION AND QUALIFYING ACCOUNTS



                         Beginning                                     Ending
      (In thousands)      Balance         Additions       Deductions   Balance
                                    Charged   Charged to
                                      to         Other
                                    Expense    Accounts

      Allowance for Doubtful Accounts

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

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

      December 30, 2000    4,477      2,650      460        2,755        4,832


                             Exhibit Index


Exhibit
Number                        Description

10.29  --  First  Amendment  of  Credit  Agreement  dated  as  of
           September  27,  2000, among Performance Food Group  Company,
           the lenders party thereto and First Union National Bank.

10.30  --  Second  Amendment  to Credit  Agreement  dated  as  of
           December 13, 2000, among Performance Food Group Company, the
           lenders party thereto and First Union National Bank.

10.31  --  Third  Amendment  to  Credit  Agreement  dated  as  of
           December 13, 2000, among Performance Food Group Company, the
           lenders party thereto and first Union National Bank.

10.32  --  First Amendment to certain operative agreements dates
           as of December 13, 2000.

10.33  --  Second Amendment to certain operative agreements dates
           as of December 13, 2000.

21     --  List of Subsidiaries.

23.1   --  Consent of Independent Auditors.