SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT 
AGREEMENT is made as of this _15__ day of December, 1997 by and 
between PERFORMANCE FOOD GROUP COMPANY (the 
"Borrower"), a Tennessee corporation whose mailing address is 6800 
Paragon Place, Suite 500, Richmond, Virginia 23230, and FIRST UNION 
NATIONAL BANK ("First Union"), formerly First Union National Bank of 
Virginia, a national banking association, as Administrative Agent and as the 
Lender.  The Borrower and First Union are parties to a Revolving Credit 
Agreement dated as of July 3, 1996, as amended by an Amendment No. I to 
Revolving Credit Agreement dated as of August 28, 1997 (the "First 
Amendment") (the Revolving Credit Agreement as so amended, the 
"Agreement").  The Borrower has requested that First Union amend the 
Agreement further as herein provided, and First Union is willing to do so 
upon the terms and conditions set forth herein.
ACCORDINGLY, the Borrower and First Union covenant and 
agree as follows:
1.	Defined Terms.  Capitalized terms used herein and not 
otherwise defined herein shall have the meanings ascribed to such terms in 
the Agreement.
2.	Maximum L/C Subline. Section 1.37 of the Agreement is 
amended to read as
follows:

1.37	"Maximum L/C Subline" means at any time 
an aggregate of $5,000,000 drawn or available to be drawn 
under irrevocable standby letters of credit issued by the 
Administrative Agent for the Borrower's account.

3.	Negative Covenants. Section 5.12 of the Agreement is 
amended to read as follows:

		5.12.	Incur, create or assume, or permit any of its 
consolidated subsidiaries to incur, create or assume, any 
indebtedness, except (i) indebtedness under this 
Agreement,  (ii)	loans or advances made to such 
subsidiaries by the Borrower,  (iii)	indebtedness to trade 
creditors in the ordinary course of business of the 
Borrower or such subsidiaries, (iv) indebtedness in an 
aggregate amount not to exceed $7,500,000 on a 
consolidated basis or (v) indebtedness set forth on 
Schedule 5.3.

4.	Representations and Warranties. To induce First Union to 
enter into this Agreement, the Borrower represents and warrants to First 
Union as follows:
(a)	The Borrower has full corporate power and authority to 
enter into this Amendment and to incur the obligations provided for herein, 
all of which have been duly authorized by all proper and necessary 
corporate action.
(b)	This Amendment and the Agreement as amended hereby 
constitute the valid and binding obligations of the Borrower enforceable in 
accordance with their terms.
(c)	There is no charter, bylaw or preference stock provision of 
the Borrower and no provision of any existing mortgage, indenture, contract 
or agreement binding on the Borrower or affecting its property that would 
conflict with or in any way prevent the execution, delivery or carrying out 
of the terms of this Amendment or the Agreement as amended hereby.
(d)	No event of default has occurred under the Agreement and 
no event has occurred and no condition exists which with the giving of 
notice or the lapse of time or both would constitute such an event of default. 
(No consent of any other person not previously received and no consent or 
authorization of, filing with or other act by or with respect to any 
governmental authority is required in connection with the execution, 
delivery or performance by the Borrower of, or the validity or enforceability 
of this Second Amendment or the validity or enforceability of the Agreement 
as amended hereby.)

5.	Prior Agreement. Except as otherwise expressly 
amended by this Amendment,  the Agreement is and shall continue to be in 
full force and effect in accordance with its terms.
The Borrower	and First Union further covenant and agree that each 
reference in any note,agreement or	other document to the Agreement shall 
be deemed to refer to the Agreement as amended by this Second Amendment 
and as it may be amended from time to time hereafter. 

6. Governing Law. This Amendment shall be governed by, and 
construed and interpreted in accordance with, the laws of the 
Commonwealth of Virginia.
IN WITNESS WHEREOF, Performance Food Group Company 
and First Union National Bank have caused this Amendment to be executed 
by their duly authorized officers, all as of the date first above written.

PERFORMANCE FOOD GROUP COMPANY
By /s/ Roger L. Boeve
Its Executive Vice President


FIRST UNION NATIONAL BANK
By /s/ Bonnie A. Banks
Its Vice President
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