EXHIBIT 10.32
                 FIRST AMENDMENT TO CERTAIN
                    OPERATIVE AGREEMENTS

      THIS  FIRST AMENDMENT TO CERTAIN OPERATIVE  AGREEMENTS
dated  as of December __, 2000 (this "Amendment") is by  and
among   the   parties   to   the   Participation   Agreement
(hereinafter defined) from time to time as the  lessees  and
as  the  construction agents (subject to the  definition  of
Lessee   and  Construction  Agent  in  Appendix  A  to   the
Participation  Agreement,  individually  a  "Lessee"  or   a
"Construction Agent" and collectively the "Lessees"  or  the
"Construction  Agents"); PERFORMANCE FOOD GROUP  COMPANY,  a
Tennessee corporation, as the guarantor ("Guarantor"); FIRST
SECURITY  BANK,  NATIONAL ASSOCIATION,  a  national  banking
association,  not  individually, but  solely  as  the  Owner
Trustee  under the PFG Real Estate Trust 2000-1 (the  "Owner
Trustee", the "Borrower" or the "Lessor"); the various banks
and  other  lending institutions which are  parties  to  the
Participation  Agreement from time to  time  as  holders  of
certificates  issued  with respect to the  PFG  Real  Estate
Trust  2000-1  (subject  to  the definition  of  Holders  in
Appendix  A to the Participation Agreement, individually,  a
"Holder" and collectively, the "Holders"); the various banks
and  other  lending institutions which are  parties  to  the
Participation  Agreement  from  time  to  time  as   lenders
(subject to the definition of Lenders in Appendix A  to  the
Participation  Agreement,  individually,  a   "Lender"   and
collectively,  the  "Lenders"); and   FIRST  UNION  NATIONAL
BANK,  a national banking association, as the agent for  the
Lenders and respecting the Security Documents, as the  agent
for  the  Lenders  and the Holders, to the extent  of  their
interests  (in  such  capacity, the  "Agent").   Capitalized
terms used but not otherwise defined in this Amendment shall
have   the  meanings  set  forth  in  Appendix  A   to   the
Participation Agreement.


                    W I T N E S S E T H:

      WHEREAS, the parties to this Amendment are parties  to
that  certain Participation Agreement dated as  of  June  9,
2000 (the "Participation Agreement").

      WHEREAS, concurrently with this Amendment, pursuant to
Section  28.1  of  the  Lease, the  Financing  Parties  have
consented  to  the amendment and consents set forth  in  the
Second  Amendment  to the Lessee Credit  Agreement  and  the
Third  Amendment to the Lessee Credit Agreement, each  dated
as  of  December  __, 2000 with respect to the  Incorporated
Representations   and   Warranties  and   the   Incorporated
Covenants.

     WHEREAS, in consideration for and as a condition of the
consent  from the Financing Parties to the Second  Amendment
to  the  Lessee Credit Agreement and the Third Amendment  to
the  Lessee Credit Agreement, each dated as of December  __,
2000,   the   parties  hereto  have  agreed  to  amend   the
Participation  Agreement  on the terms  and  conditions  set
forth in this Amendment.


                      A G R E E M E N T

      NOW,  THEREFORE, for good and valuable  consideration,
the   receipt   and   sufficiency  of   which   are   hereby
acknowledged,  the  parties  to  this  Amendment  agree   as
follows:

                           PART I
                      AMENDMENTS TO THE
                   PARTICIPATION AGREEMENT

      1.    Appendix  A  to the Participation  Agreement  is
hereby  amended  to  modify the following  defined  term  as
follows:

     "Applicable Percentage" shall mean for Eurodollar Loans
and Eurodollar Holder Advances, the appropriate applicable
percentages corresponding to the Leverage Ratio in effect as
of the most recent Calculation Date as shown below:

                                                          Applicable
                                             Applicable   Percentage
                                             Percentage      for
                                                for       Eurodollar
     Pricing                                 Eurodollar      Holder
      Level           Leverage Ratio           Loans       Advances

    Level I     >.50 to 1.0                    0.750%        1.500%
    Level II    >.40 to 1, but <=.50 to 1.0    0.625%        1.400%
    Level III   >.30 to 1, but <=.40 to 1.0    0.500%        1.250%
    Level IV    <=.30 to 1.0                   0.425%        1.175%

      The  Applicable  Percentage for Eurodollar  Loans  and
Eurodollar   Holder  Advances  shall,  in  each   case,   be
determined  and  adjusted  quarterly  on  the  tenth  (10th)
Business  Day  after  receipt  by  the  Agent  of  quarterly
financial  statements for the Guarantor and its Subsidiaries
and   the   accompanying  Officer's  Compliance  Certificate
setting  forth the Leverage Ratio of the Guarantor  and  its
Subsidiaries  as of the most recent fiscal quarter  end,  as
required  pursuant  to Sections 7.1 and 7.2  of  the  Lessee
Credit  Agreement and, by incorporation, pursuant to Section
28.1  of  the  Lease (each a "Calculation Date");  provided,
however, that (i) the initial Applicable Percentage, in each
case,  shall be based on Pricing Level III (as shown  above)
and  shall  remain  at  Pricing Level  III  until  the  next
occurring  Calculation  Date and,  thereafter,  the  Pricing
Level  shall  be  determined by the  then  current  Leverage
Ratio,  and  (ii)  if  the Guarantor fails  to  provide  the
financial   statements  and  related  Officer's   Compliance
Certificate required pursuant to Sections 7.1 and 7.2 of the
Lessee Credit Agreement (and, by incorporation, pursuant  to
Section  28.1 of the Lease)  to the Agent on or  before  the
most recent Calculation Date, the Applicable Percentage,  in
each  case,  from such Calculation Date shall  be  based  on
Pricing   Level  I  until  such  time  that  such  financial
statements and related Officer's Compliance Certificate  are
provided, whereupon the Pricing Level shall be determined by
the then current Leverage Ratio.  Each Applicable Percentage
shall be effective from one Calculation Date until the  next
Calculation   Date.   Any  adjustment  in   the   Applicable
Percentage  shall  be applicable to all existing  Eurodollar
Loans  and  Eurodollar Holder Advances as well  as  any  new
Eurodollar  Loans  and Eurodollar Holder  Advances  made  or
issued.

      Notwithstanding  the foregoing, in the  event  of  any
replacement or amendment of the Lessee Credit Agreement,  or
any  replacement  or amendment of the pricing  grid  setting
forth the Applicable Margin Per Annum for the LIBOR Rate  in
the  definition  of  "Applicable Margin"  under  the  Lessee
Credit   Agreement,  (A)  the  Applicable   Percentage   for
Eurodollar  Loans  set forth herein for each  Pricing  Level
shall  be amended to equal the greater of (i) the Applicable
Percentage  for Eurodollar Loans set forth herein  for  each
Pricing  Level or (ii) the Applicable Margin Per  Annum  for
LIBOR  Rate  Loans set forth for each corresponding  Pricing
Level  in  the  Lessee  Credit  Agreement,  as  replaced  or
amended,  plus 0.10%, and (B) the Applicable Percentage  for
Eurodollar  Holder Advances shall be amended  to  equal  the
greater  of  (i)  the Applicable Percentage  for  Eurodollar
Holder  Advances set forth herein for each Pricing Level  or
(ii)  the  Applicable Margin Per Annum for LIBOR Rate  Loans
set forth for each corresponding Pricing Level in the Lessee
Credit Agreement, as replaced or amended, plus 0.10%.


                           PART II
                        MISCELLANEOUS

       1.     This   Amendment  shall  be   effective   upon
satisfaction of the following conditions:

           (a)  execution and delivery of this Amendment  by
     the  parties hereto and execution and delivery of  such
     other   documents,  agreements  or  instruments  deemed
     necessary or advisable by the Agent; and

            (b)   receipt  by  the  Agent  of  an  officer's
certificate and/or a secretary's certificate of each  Credit
Party  (in form and in substance reasonably satisfactory  to
the Agent) certifying that a resolution has been adopted  by
such  Credit  Party's  Board  of  Directors  approving   and
authorizing the execution, delivery, and performance of this
Amendment,  specifying that no Default or Event  of  Default
shall  have occurred and be continuing, specifying that  the
representations  and  warranties of such  Credit  Party  set
forth  in  the Participation Agreement are true and  correct
(except  for  any such representations and warranties  which
relate  solely to an earlier time) and certifying as to  the
incumbency  of  the officer of such Credit  Party  executing
this Amendment; and

           (c)   receipt by the Agent of legal  opinions  of
     counsel   to  the  Credit  Parties  relating  to   this
     Amendment in form and substance reasonably satisfactory
     to the Agent;

      2.    Except as modified hereby, all of the terms  and
provisions of the Operative Agreements (including  Schedules
and Exhibits) shall remain in full force and effect.

      3.    The  Credit Parties agree to pay all  reasonable
costs  and  expenses  of the Agent in  connection  with  the
preparation,  execution  and  delivery  of  this  Amendment,
including  without  limitation  the  reasonable   fees   and
expenses of Moore & Van Allen, PLLC.

      4.    This Amendment may be executed in any number  of
counterparts,  each of which when so executed and  delivered
shall be deemed an original and it shall not be necessary in
making  proof  of this Amendment to produce or  account  for
more than one such counterpart.

      5.    This  Amendment shall be deemed to be a contract
made  under,  and  for all purposes shall  be  construed  in
accordance with the laws of the State of North Carolina.

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

                              PERFORMANCE FOOD GROUP
                              COMPANY, as a Construction
                              Agent and as a Lessee

                              By:
                              Name:
                              Title:


                              CARROLL COUNTY FOODS, INC. (as
                              successor to CCF Acquisition,
                              Inc.), as a Construction Agent
                              and as a Lessee

                              By:
                              Name:
                              Title:


                              HALE BROTHERS SUMMIT, INC., as
                              a Construction Agent and as a
                              Lessee

                              By:
                              Name:
                              Title:


                              PERFORMANCE FOOD GROUP
                              COMPANY, as the Guarantor

                              By:
                              Name:
                              Title:


                              FIRST SECURITY BANK, NATIONAL
                              ASSOCIATION, not individually,
                              except as expressly stated
                              herein, but solely as the
                              Owner Trustee under the PFG
                              Real Estate Trust 2000-1

                              By:
                              Name:
                              Title:


                              FIRST UNION NATIONAL BANK, as
                              a Lender, as a Holder and as
                              the Agent

                              By:
                              Name:
                              Title:


                              BANK ONE, NA, as a Lender
                              (Main Office Chicago)

                              By:
                              Name:
                              Title:


                              SUNTRUST BANK, as a Lender and
                              as a Holder

                              By:
                              Name:
                              Title: