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 28, 1996
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                    
                 (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 21, 1997 was approximately $ 174,825,483.
The market value calculation was determined using the closing sale price
of the Registrant's common stock on March 21, 1997, as reported on The
Nasdaq Stock Market.

Shares of common stock, $.01 par value per share, outstanding on March 21,
1997, were 11,693,229.

	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 6, 1997 are incorporated by reference
                        into Items 10, 11, 12 and 13.


                        PERFORMANCE FOOD GROUP COMPANY
                           FORM 10-K ANNUAL REPORT

                             TABLE OF CONTENTS

                                  Part I

Item 1.  Business.   ...................................   3
         The Company and its Business Strategy..........   3
         Customers and Marketing .......................   3
         Products and Services .........................   4
         Suppliers and Purchasing ......................   5
         Operations.....................................   6
         Recently Completed Acquisition.................   7
         Competition ...................................   8
         Regulation ....................................   8
         Tradenames ....................................   8
         Employees .....................................   9
         Risk Factors ..................................   9
         Executive Officers.............................  11
Item 2. Properties......................................  12
Item 3. Legal Proceedings...............................  13
Item 4. Submission of Matters to a Vote of Shareholders.  13

                                  Part II
Item 5. Market for the Registrant's Common Stock and
        Related Stockholder Matters.....................  13
Item 6. Selected Consolidated Financial Data............  14
Item 7. Management's Discussion and Analysis of
        Financial Condition and Results of Operations...  15
Item 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 Statement Schedules and
         Reports on Form 8-K..........................    22
<PAGE>3

                       PERFORMANCE FOOD GROUP COMPANY

PART I

Item 1.	Business.

The Company and its Business Strategy

	Performance Food Group Company (the "Company") markets and 
distributes a wide variety of food and food-related products to the food-
service,or "away-from-home eating," industry.  The foodservice industry 
consists oftwo major customer types: "traditional" foodservice customers 
consisting of independent restaurants, hotels, cafeterias, schools, health-
care facilities and other institutional customers, and "multi-unit chain" 
customers consisting of regional and national quick-service restaurants and 
casual dining restaurants. Products and services provided to the Company's
traditional and multi-unit chain customers are supported by identical physical 
facilities, vehicles,equipment and personnel.  The Company's customers are 
located primarily in the Southern, Southwestern, Midwestern and Northeastern 
United States.  The Company operates through a number of subsidiaries, each of 
which focuses on specific regional markets or sectors of the foodservice 
distribution industry.

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

	The Company uses a 52/53 week fiscal year ending on the Saturday 
closest to December 31.  The fiscal years ended December 28, 1996, December 
30, 1995 and December 31, 1994 (all 52 week years) are referred to herein as 
1996, 1995 and 1994, respectively.

Customers and Marketing

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

<PAGE>4

        The Company's traditional foodservice customers include 
independent restaurants, hotels, cafeterias, schools, healthcare facilities and 
other institutional customers.  The Company has attempted to develop long-
term relationships with these customers by focusing on improving efficiencies 
and increasing the average size of deliveries to these customers.  The 
Company's traditional foodservice customers are supported in this effort by 
more than 300 sales and marketing representatives and product specialists.  
Sales representatives service customers in person or by telephone, accepting 
and processing orders, reviewing account balances, disseminating new product 
information and providing business assistance and advice where appropriate. 
The Company has an ongoing emphasis on educating sales representatives 
about the Company's products and giving them the tools necessary to deliver 
added value to the basic delivery of food and food-related items.  Sales 
representatives are generally compensated through a combination of 
commission and salary based on a combination of factors relating to 
profitability and collections.  These representatives use laptop computers to 
assist customers by entering orders, checking product availability and pricing 
and developing menu planning ideas on a real-time basis. No single traditional 
foodservice customer accounted for more than 2% of the Company's 
consolidated net sales in 1996.

	The Company's principal multi-unit customers are generally 
franchisees or corporate-owned units of family dining, casual theme and quick-
service restaurants.  These customers include two rapidly growing casual 
theme restaurant concepts, Cracker Barrel Old Country Stores, Inc. ("Cracker 
Barrel") and Outback Steakhouse, Inc. ("Outback"), as well as approximately 
650 Wendy's, Subway, Popeye's and Church's quick-service restaurants.  The 
Company's primary customers for its fresh-cut produce products include 
approximately 2,850 McDonald's, Taco Bell, Hardee's and Burger King 
restaurants, and more recently the Company has developed fresh-cut produce 
products for retail customers, including supermarkets.  The Company's sales 
programs to multi-unit customers tend to be tailored to the individual customer 
and include a more tailored product offering than for the Company's traditional 
foodservice customers.  Sales to these customers are typically higher-volume, 
lower gross margin sales which require fewer, larger deliveries than 
traditional foodservice customers.  These programs offer operational and cost 
efficiencies for both the customer and the Company and therefore result in 
reduced operating expenses as a percent of sales which offset the lower 
gross margins. The Company's multi-unit customers are supported primarily by 
dedicated account representatives who are responsible for ensuring that 
customers' orders are properly entered and filled.  In addition, higher levels 
of management assist in identifying new potential multi-unit customers and 
managing long-term account relationships.  Two of the Company's multi-unit 
customers, Cracker Barrel and Outback, account for a significant portion of 
the Company's consolidated net sales.  Net sales to Cracker Barrel accounted 
for 30%, 29% and 33% of consolidated net sales for 1996, 1995 and 1994, 
respectively.  Net sales to Outback accounted for 19%, 15% and 11% of 
consolidated net sales for 1996, 1995 and 1994, respectively.  No other multi-
unit customer accounted for more than 6% of the Company's consolidated net 
sales in 1996.

Products and Services

	The Company distributes more than 15,000 national brand and 
private label food and food-related products to over 16,000 foodservice 
customers. These items include a broad selection of "center-of-the-plate" or 
entree items such as meats, seafood and poultry, canned and dry groceries, 
frozen foods, fresh produce, fresh-cut vegetables, refrigerated and dairy 
products, paper products and cleaning supplies, restaurant equipment and other 
supplies.  The Company's private label products include items marketed under 
the Pocahontas, Healthy USA, Premium Recipe and Colonial Tradition 
specialty lines, as well as fresh-cut produce products purchased and processed 
by the Company and marketed under the Fresh Advantage label.

<PAGE> 5

	The Company provides customers with other value-added services 
in the form of assistance in managing inventories, menu planning and 
improving their efficiency and profitability. As described below, the Company 
also provides procurement and merchandising services to approximately 140 
independent distributors as well as the Company's own distribution network.  
These procurement and merchandising services include negotiating vendor 
supply agreements and quality assurance related to the Company's private 
label and national branded products.  

	The following table sets forth the percentage of the Company's 
consolidated net sales by product and service category in 1996:

<TABLE>
<CAPTION>
<S>                                  <C>
Percentage of Net  
Sales for 1996

Center-of-the-plate                   33%            

Canned and dry groceries              23

Frozen foods                          16

Refrigerated and dairy products       10

Fresh-cut produce                      5

Paper products and cleaning supplies   7

Other produce                          3

Equipment and supplies                 2

Procurement, merchandising and
other services                         1

Total                                100%
</TABLE>

Suppliers and Purchasing

	The Company procures its products from independent suppliers, 
food brokers and merchandisers, including its wholly-owned subsidiary, 
Pocahontas Foods, USA, Inc. ("Pocahontas").  The Company purchases both 
nationally branded items as well as private label specialty items under the 
Company's controlled labels. Independent suppliers include large national and 
regional food manufacturers and consumer products companies, meatpackers 
and produce shippers. The Company constantly seeks to maximize its 
purchasing power through volume purchasing. Although each operating 
subsidiary is responsible for placing its own orders and can select the 
products that appeal most to its customers, each subsidiary is encouraged to 
participate in Company-wide purchasing programs, which enable it to take 
advantage of the Company's consolidated purchasing power. Subsidiaries are 
also encouraged to consolidate their product offerings to take advantage of 
volume purchasing. The Company is not dependent on a single source for any 
significant item and no third-party supplier represents more than 3% of the 
Company's total product purchases.

<PAGE>6

        Pocahontas selects foodservice products for its "Pocahontas," 
"Healthy USA," "Premium Recipe" and "Colonial Tradition" labels and 
markets these private label products, as well as nationally branded foodservice 
products, to the Company's own distribution operations and approximately 140 
independent foodservice distributors nationwide.  For its services, the 
Company receives marketing fees paid by vendors.  Approximately 15,000 of 
the products sold through Pocahontas are sold under the Company's labels.  
Approximately 400 vendors, located in all areas of the country, supply 
products through the Pocahontas distribution network.  Because Pocahontas 
negotiates supply agreements on behalf of its independent distributors as a 
group, the distributors that utilize the Pocahontas procurement and 
merchandising group enhance their purchasing power.

Operations

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

	Distribution operations are conducted out of thirteen distribution 
centers located in Tennessee, Georgia, Florida, Louisiana, Texas and 
Maryland. Customer orders are assembled in the Company's distribution 
facilities and then sorted, placed on pallets and loaded onto trucks and
trailersin delivery sequence. Deliveries covering long distances are made in
large tractor-trailers that are generally leased by the Company. Deliveries
within shorter distances are made in trucks, which are either leased or owned
by the Company.  Certain of the Company's larger multi-unit chain customers are 
serviced using dedicated trucks due to the relatively large and consistent 
delivery size and geographic distribution of these rapidly growing customers.  
As a result, deliveries to these customers are generally more efficient and
result in decreased operating expenses as a percentage of sales which offset the
lower gross margins on this type of account. The trucks and delivery trailers
used by the Company have separate temperature-controlled compartments. The 
Company utilizes a computer system to design the least costly route sequence 
for the delivery of its products.

<PAGE>7
       
<TABLE>
The following table summarizes certain information with respect to the 
Company's principal operations:
<CAPTION>
                                                     Approx.
                                                     Number of
                                        Number       Customer
                        Principal       of           Locations
           Principal    Types of        Facili-      Currently  Major
           Region(s)    Business        ties         Served     Customers

<S>         <C>          <C>            <C>           <C>         <C>
Kenneth    South,       Foodservice     5            3,600      Cracker Barrel
O.         Southwest    distribution                            ,Outback, Don
Lester,    Midwest                                              Pablo's,
Co.,       and                                                  Harrigans and
Inc.       Northeast                                            other restau-
Lebanon                                                         rants, health-
,TN                                                             care facili-
                                                                ties and
                                                                schools
                                                                                                                     schools
Caro       South and    Foodservice     3               3,000   McDonald's,
Produce    Southeast    distribution,                           Taco Bell,
and                     fresh-cut                               Hardee's, 
Insti-                  produce                                 Popeye's,
tution-                                                         Church's and
al Foods,                                                       other restau-
Inc. and                                                        rants, health-
Subsidi-                                                        care facili-
aries                                                           ties and
Houma, LA                                                       schools

Milton's   South and    Foodservice     1               3,500   Subway and
Food-      Southeast    distribution                            other restau-
service,                                                        rants, health-
Inc.                                                            care facili-
Atlanta,                                                        ties and
GA                                                              schools

B&R Foods  Florida      Foodservice     1               2,000   Restaurants,
Division                distribution                            healthcare
Tampa, FL                                                       facilities and
                                                                schools

Hale       Tennessee,   Foodservice     1               1,800   Restaurants,
Brothers/  Virginia     distribution                            healthcare
Summit,    and                                                  facilities
Inc.       Kentucky                                             and schools
Morris-
town, TN

Perform-   South and    Foodservice     2               2,600   Popeye's,
ance Food  Southwest    distribution                            Church's,
Group of                                                        Kentucky Fried
Texas, LP                                                       Chicken, Dairy
(formerly                                                       Queen, and
McLane                                                          other restau-
Food-                                                           rants, health-
service)                                                        care facili-
Temple, TX                                                      ties and
                                                                schools

Pocahontas Nationwide   Procurement     1               140     Independent
Foods, USA              and merchan-                            foodservice
, Inc.                  dising                                  distributors
Richmond,                                                       and vendors
VA
</TABLE>

Recently Completed Acquisition

        Subsequent to the Company's year end, on December 30, 1996, the 
Company completed the acquisition of certain net assets of McLane 
Foodservice -- Temple, Inc. ("McLane Foodservice"), a wholly-owned 
subsidiary of McLane Company, Inc., based in Temple, Texas for 
approximately $30.0 million.  McLane Foodservice operated distribution 
centers in Temple and Victoria, Texas and had 1996 net sales of approximately 
$180 million.  Simultaneously with the closing, the Company purchased the 
distribution center in Victoria from an independent third party for 
approximately $1.5 million.  The purchase was financed with borrowings 
under the Company's revolving credit facility.

<PAGE>8



Competition

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

Regulation

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

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

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

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

Tradenames

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

<PAGE>9

Employees

	As of December 28, 1996, the Company had approximately 2,000 
full-time employees, including approximately 500 in management, marketing 
and sales and the remainder in operations. The Company's employees are not 
represented by a union or a collective bargaining unit, and the Company 
considers its employee relations to be satisfactory.

Risk Factors

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

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

	Reliance on Major Customers.  The Company derives a substantial 
portion of its net sales from customers within the restaurant industry, 
particularly certain rapidly growing multi-unit chain customers.  Sales to 
units of Cracker Barrel accounted for 30% and 29% of the Company's consolidated 
net sales in 1996 and 1995, respectively.  Sales to Outback accounted for 19% 
and 15% of the Company's consolidated net sales in 1996 and 1995, 
respectively.  The Company has no written assurance from any of its customers 
as to the level of future sales.  A material decrease in sales to any of the
largest customers of the Company would have a materially adverse impact on the 
Company's operating results.  The Company has been the primary supplier of 
food and food-related products to Cracker Barrel since 1975.  See "Business - 
Customers and Marketing."

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

<PAGE>10

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

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

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

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

<PAGE>11

Executive Officers

	The following table sets forth certain information concerning the 
executive officers of the Company as of December 28, 1996.

        Name      Age     Position

Robert C. Sledd   44      Chairman, Chief Executive Officer and Director

C. Michael Gray   47      President, Chief Operating Officer and Director

Jerry J. Caro     54      Founding Chairman, Senior Vice President and Director

Roger L. Boeve    58      Executive Vice President and Chief Financial Officer

Thomas Hoffman    57      Senior Vice President

David W. Sober    64      Vice President of Human Resources and Secretary

                	

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

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

	Jerry J. Caro has served as Founding Chairman of the Company 
since February 1995, as a director of the Company since 1987 and as Senior 
Vice President since 1989.  Mr. Caro served as Vice Chairman of the Company 
from 1988 to February 1995.  Although Mr. Caro is no longer involved in day 
to day management of the Company, pursuant to an agreement with the 
Company, he provides consulting services as requested.  Prior to joining the 
Company, Mr. Caro was the President of Caro Produce & Institutional Foods, 
Inc., a wholly-owned subsidiary of the Company.

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

	Thomas Hoffman has served as Senior Vice President of the 
Company since February 1995.  Mr. Hoffman has also served as President of 
Kenneth O. Lester Company, a wholly-owned subsidiary of the Company, 
since 1989.  Prior to joining the Company in 1989, Mr. Hoffman had 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.

<PAGE>12

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

Item 2.	Properties.

	The following table presents information as to the primary real 
properties and facilities of the Company and its operating subsidiaries and 
division:
<TABLE>
                               Approx.
                                Area
                              in Sq. Ft   Principal Uses    Owned/Leased
                                                            (Expiration Date
Location                                                     if Leased)
<S>                               <C>        <C>                   <C>
Performance Food Group          5,000   Corporate offices       Leased (2000)
Company                                 
Richmond, Virginia

Tampa, Florida (B&R Foods               Administrative          Owned
Division)                       96,000  offices, product
                                        inventory and
                                        distribution

Kenneth O. Lester Company, Inc. 140,000 Administrative          Leased (1998)
Lebanon, Tennessee                      offices, product
                                        inventory and
                                        distribution

Lebanon, Tennessee              176,000 Product inventory       Owned
                                        and distribution

Gainesville, Florida            70,000  Product inventory       Owned
                                        and distribution

Dallas, Texas                   75,000  Product inventory       Owned
                                        and distribution

Belcamp, Maryland (1)           75,000  Product inventory       Leased (2001)
                                        and distribution

Caro Produce & Institutional    152,000 Administrative          Owned
Foods, Inc.                             offices, produce
Houma, Louisiana                        processing, product
                                        inventory and
                                        distribution

Dallas, Texas                   81,000  Product inventory       Leased (1999)
                                        and distribution,
                                        produce processing

Hale Brothers/Summit, Inc.      74,000  Administrative offices,  Owned
Morristown, Tennessee                   product inventory and
                                        distribution

Pocahontas Foods, USA, Inc.     131,000 Administrative offices,  Owned
Richmond, Virginia                      product inventory and
                                        distribution

Milton's Foodservice, Inc.      166,000 Administrative offices,  Owned
Atlanta, Georgia                        product inventory
                                        and distribution

Performance Food Group of
Texas, LP (2)
Temple, Texas                   135,000 Administrative offices,  Owned
                                        product inventory
                                        and distribution

Victoria, Texas                 250,000 Product inventory        Owned
                                        and distribution


</TABLE>
 (1)  The Belcamp, Maryland facility was opened in January 1997.
 (2)  Performance Food Group of Texas, LP (formerly McLane Foodservice) and
      related properties were acquired by the Company on December 30, 1996

_______________

<PAGE>13


Item 3.	Legal Proceedings.

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

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

	No matters were submitted to a vote of the shareholders during the 
fourth quarter ended December 28, 1996.

	PART II

Item 5.	Market for the Registrant's Common Stock and Related 
Stockholder Matters.
	
	The prices in the table below represent the high and low sales price for 
Performance Food Group Company's common stock as reported by the Nasdaq 
National Market.  The prices have been adjusted to reflect a 3-for-2 stock 
split, effected as a stock dividend, in July 1996.  As of March 21, 1997, 
Performance Food Group had approximately 980 shareholders of record. No cash 
dividends have been declared, and the present policy of the Board of 
Directors is to retain all earnings to support operations and to finance 
expansion.

<TABLE>
<CAPTION>
                                                        1996
                                           High                   Low
                              <S>           <C>                    <C>  
                         First Quarter    $16.83                  $14.17
                         Second Quarter   $21.50                  $15.71
                         Third Quarter    $17.00                  $13.50
                         Fourth Quarter   $17.25                  $11.25
                         For the Year     $21.50                  $11.25


                                                         1995
                                           High                    Low

                         First Quarter    $11.33                  $ 8.17
                         Second Quarter   $14.17                  $10.83
                         Third Quarter    $17.00                  $13.33
                         Fourth Quarter   $16.33                  $14.67
                         For the Year     $17.00                  $ 8.17

</TABLE>
<PAGE>14

Item 6.	Selected Consolidated Financial Data.
<TABLE>
<CAPTION>
                                     Fiscal Year Ended 

                                 Dec. 28,   Dec.30,  Dec. 31,  Jan. 1,  Jan. 2,

(In thousands, except per
 share data)                       1996      1995      1994      1994     1993


Statement of Earnings Data:
<S>                                 <C>      <C>       <C>       <C>       <C>               
Net sales                       $784,219   $664,123  $473,414  $379,363 $325,575 
Cost of goods sold               673,407    568,097   405,104   319,986  274,152 
  Gross profit                   110,812     96,026    68,310    59,377   51,423 
Operating expenses                92,227     80,302    60,125    50,588   45,297 
  Operating profit                18,585     15,724     8,185     8,789    6,126 

Other income (expense):
  Interest expense                  (627)    (2,727)    (388)   (1,311)  (1,955)
  Interest income                     20         16        8        53       25 
  Other, net                         156         (2)    (286)       81      (70)

    Other expense, net              (451)    (2,713)    (666)   (1,177)  (2,000)

Earnings before income taxes
  and cumulative effect of
   accounting change              18,134     13,011     7,519    7,612    4,126 

Income tax expense                 7,145      5,088     2,985    3,092    1,721 

Earnings before cumulative
effect of accounting change      $10,989    $ 7,923    $4,534   $4,520  $ 2,405 

Cumulative effect of change
 in method of accounting for
 income taxes                          -          -         -        -      157 

   Net earnings                  $10,989    $ 7,923     $4,534  $4,520  $ 2,248 


Per Share Data:
Earnings before cumulative
   effect of accounting change   $  0.94    $  0.82     $ 0.47  $ 0.60  $  0.36

Cumulative effect of change
   in method of accounting
     for income taxes                  -          -          -       -     0.02

   Net earnings                  $  0.94    $  0.82     $ 0.47  $ 0.60   $ 0.34

Weighted average common shares
 and common share equivalents
  outstanding                     11,686      9,631      9,600   7,501    6,673 

Other Data:

Depreciation and amortization    $ 5,484    $ 5,319    $ 3,481  $2,870   $2,313 
Capital expenditures               9,074     13,921     12,436   9,105    2,837 

Balance Sheet Data (end of period):

Working capital                 $42,967     $30,299    $16,386  $19,183  $ 5,903 
Property, plant and equipment,
  net                            55,697      51,640     35,352   26,411   19,970 
Total assets                    182,897     155,134     99,075   83,488   63,844 

Short-term debt (including
  current installments
    of long-term debt)              650       3,210      3,211    1,893    9,381 
Long-term debt                    7,225      37,009      4,966    5,700   14,685 
Shareholders' equity            101,135      55,791     46,263   40,643   11,431 
</TABLE>
<PAGE>15

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

	GENERAL

	The Company was founded in 1987 as a result of the combination of 
the businesses of Pocahontas Foods, USA, Inc., a foodservice procurement and 
merchandising group in Richmond, Virginia, and Caro Produce & Institutional 
Foods, Inc., a distributor of fresh produce and other foodservice products and 
services in Louisiana and Texas, and has grown both internally through 
increased sales to existing and new customers and by acquisition of existing 
foodservice distributors.  The Company's acquisitions include:

  the November 1987 acquisition of Pocahontas Foodservice, Inc., a 
broadline distributor based in Gainesville, Florida;
  the July 1988 acquisition of the Kenneth O. Lester Company, Inc., a 
broadline and customized distributor based in Lebanon, Tennessee;
  the December 1989 acquisition of Hale Brothers, Inc., a broadline 
distributor based in Morristown, Tennessee ("Hale");
  the December 1991 acquisition of B&R Foods, Inc., a broadline distributor 
based in Tampa, Florida;
  the December 1992 purchase of certain assets of Loubat-L.Frank, Inc., a 
broadline distributor based in New Orleans, Louisiana;
  the May 1993 acquisition by Hale of Summit Distributors, Inc., a broadline 
distributor based in Johnson City, Tennessee;
  the January 1995 acquisition of Milton's Foodservice, Inc., a broadline 
distributor based in Atlanta, Georgia ("Milton's"); and
  the June 1995 acquisition by Milton's of Cannon Foodservice, Inc., a 
broadline distributor based in Asheville, North Carolina ("Cannon").

	The Company derives its revenue primarily from the sale of food and 
food-related products to the foodservice, or "away-from-home eating," 
industry.  The foodservice industry consists of two major customer types:  
"traditional" foodservice customers, consisting of independent restaurants, 
hotels, cafeterias, schools, healthcare facilities and other institutional 
customers, and "multi-unit chain" customers, consisting of regional and 
national quick-service restaurants and casual dining restaurants.  Products and 
services provided to the Company's traditional and multi-unit chain customers 
are supported by identical physical facilities, vehicles, equipment and 
personnel.  The principal components of the Company's expenses include cost 
of goods sold, which represents the amount paid to manufacturers and growers 
for products sold, and operating expenses, which include primarily labor-
related expenses, delivery costs and occupancy expenses.

        The Company's growth has created the need for additional facilities 
and the expansion of existing facilities.  The Company has increased its 
distribution and processing capacity through the acquisition of other 
distributors as well as through expansions of its existing facilities and 
construction of new facilities.  The Company's sales to certain multi-unit 
chain customers increased dramatically during 1994 and, as a result, capacity 
was exceeded at both the Lebanon, Tennessee and Gainesville, Florida 
distribution centers.  
The capacity constraints adversely affected operations at both 
locations and resulted in increased operating expenses.  Operating efficiencies 
improved in 1995 with the 105,000 square foot expansion of the distribution 
facility in Lebanon completed in November 1994 and the 34,000 square foot 
expansion of the Gainesville center completed in May 1995.  In addition, the 
Company completed construction  of a 75,000 square foot distribution center in 
Dallas, Texas in February 1996 and has leased a 75,000 square foot facility in

<PAGE>16

Belcamp, Maryland which became operational in January 1997.  The Company 
incurred certain start-up expenses for the Dallas facility during the fourth 
quarter of 1995 and first quarter of 1996, and expects to incur certain start-
up costs in the first quarter of 1997 associated with the Belcamp facility. 
The Company is also considering expanding certain of its other distribution 
centers during 1997 to efficiently service the Company's continued growth.

        The Company's fiscal year ends on the Saturday closest to December 
31.  Consequently, the Company will periodically have a 53-week fiscal year.  
The Company's fiscal years ended December 28, 1996, December 30, 1995 
and December 31, 1994, herein referred to as 1996, 1995 and 1994, 
respectively, were all 52-week years.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                              1996      1995      1994

<S>                           <C>       <C>        <C>
Net sales                   100.0%     100.0%     100.0%
Cost of goods sold           85.9       85.5       85.6
 Gross profit                14.1       14.5       14.4
Operating expenses           11.7       12.1       12.7
 Operating profit             2.4        2.4        1.7
Other expense, net            0.1        0.4        0.1
 Earnings before income taxes 2.3        2.0        1.6
Income tax expense            0.9        0.8        0.6
 Net earnings                 1.4%       1.2%       1.0%
</TABLE>

COMPARISON OF 1996 TO 1995

        Net sales increased 18.1% to $784.2 million for 1996 compared with 
$664.1 million for  1995.  Substantially all of the increase in net sales was 
attributable to internal growth.  Inflation during 1996 accounted for 
approximately 1% of the sales growth.

	Gross profit increased 15.4% to $110.8 million in 1996 compared with 
$96.0 million in 1995.  Gross profit margin decreased to 14.1% in 1996 
compared to 14.5% in 1995.  The gross margin percentage declined primarily 
due to the continued rapid growth of certain of the Company's large multi-unit 
chain customers which generally are higher volume, lower gross margin 
accounts but also allow for more efficient deliveries and use of capital, 
resulting in lower operating expenses.  Gross margins during 1995 were 
adversely impacted by the Company's produce processing operations.  During 
the second quarter of 1995, California experienced adverse weather conditions 
which created significant fluctuations in the price and availability of 
lettuce.  
Although the Company was generally able to pass the increased costs on to its 
customers, the gross profit dollars per pound remained relatively comparable to 
normal conditions.  Thus, although produce processing sales increased 
significantly during the period, gross margins did not increase 
proportionately. 
In addition, margins in the produce processing business continue to be 
impacted by the Company's excess production capacity.  The Company is 
increasing its marketing efforts to further develop produce sales to utilize
this excess capacity.

<PAGE>17
 
	Operating expenses increased 14.9% to $92.2 million in 1996 from 
$80.3 million in 1995.  As a percentage of net sales, operating expenses 
declined to 11.7% in 1996 compared with 12.1% in 1995, reflecting improved 
utilization of the Company's facilities at the increased level of sales and the 
continued shift in mix of sales to certain of the Company's rapidly growing 
multi-unit chain customers discussed above.  These improvements in 
utilization were offset in part by increased costs associated with the severe 
weather experienced in the East and Midwest during the first quarter of 1996.  
In addition, the Company incurred certain start-up expenses in the first 
quarter of 1996 for the Dallas distribution center which became operational 
in February 1996.

	Operating profit increased 18.2% to $18.6 million in 1996 from $15.7 
million in 1995.  Operating profit margins remained flat at 2.4% for 1996 and 
1995.

	Other expense decreased to $451,000 in 1996 from $2.7 million in 
1995.  Other expense includes interest expense, which decreased to $627,000 
in 1996 from $2.7 million in 1995.  The decrease in interest expense was due 
primarily to reduced debt levels after the Company's secondary stock offering 
completed in March 1996.  The Company used the proceeds of this offering to 
repay approximately $33.3 million of debt.

	Income tax expense increased 40.4% to $7.1 million in 1996 from $5.1 
million in 1995 as a result of higher pre-tax earnings.  As a percentage of 
earnings before income taxes, income tax expense was 39.4% for 1996 versus 
39.1% in 1995.

	Net earnings increased 38.7% to $11.0 million in 1996 from $7.9 
million in 1995.  As a percentage of net sales, net earnings increased to 1.4%
in 1996 from 1.2% in 1995.

COMPARISON OF 1995 TO 1994

Net sales increased 40.3% to $664.1 million for 1995 compared to 
$473.4 million for 1994.  Approximately 56% of the increase in net sales was 
attributable to internal growth in all areas of the Company's business, while 
approximately 44% was from sales by Milton's, which was acquired on 
January 3, 1995.  Inflation accounted for approximately 3% of the internal 
sales growth.

<PAGE>18


	Gross profit increased 40.6% to $96.0 million in 1995 compared with 
$68.3 million in 1994.  Gross profit margin increased to 14.5% in 1995 
compared to 14.4% in 1994.  The gross margin percentage improved primarily 
as a result of improvements in the Company's broadline operations.  Gross 
margins during 1995 and 1994 were adversely impacted, however, by the 
Company's produce processing operations.  During the second quarter of 1995, 
California experienced adverse weather conditions which created significant 
fluctuations in the price and availability of lettuce.  Although the Company 
was generally able to pass the increased costs on to its customers, the gross 
profit dollars per pound remained relatively comparable to normal conditions.  
Thus, although produce processing sales increased significantly during the 
period, gross margins did not increase proportionately.  In addition, margins 
in the produce processing business continued to be impacted by the Company's 
excess production capacity.  During the third and fourth quarters of 1994, 
gross profit margins were adversely affected by equipment problems in the 
Company's produce processing operations.  The Company purchased new equipment 
during December 1994 which addressed those problems.  On a year to year 
comparison, the impact of lettuce prices and excess capacity in 1995 was 
similar to the impact of equipment problems in the produce processing 
business in 1994.

	Operating expenses increased 33.6% to $80.3 million in 1995 from 
$60.1 million in 1994.  As a percentage of net sales, operating expenses 
declined to 12.1% in 1995 compared with 12.7% in 1994, reflecting improved 
utilization of the Company's facilities at the increased level of sales.

	Operating profit increased 92.1% to $15.7 million in 1995 from $8.2 
million in 1994.  Operating profit margin increased to 2.4% in 1995 from 1.7% 
in 1994.

	Other expense increased to $2.7 million in 1995 from $666,000 in 
1994.  Other expense includes interest expense, which increased to $2.7 
million in 1995 from $388,000 in 1994.  The increase in interest expense was 
due to the $22.5 million which was borrowed to purchase Milton's and the 
$7.3 million of Milton's existing debt which was assumed by the Company at 
the time of purchase and financed under the revised loan agreement executed 
pursuant to the Milton's purchase.

	Income tax expense increased 70.5% to $5.1 million from $3.0 million 
in 1994 as a result of higher pre-tax earnings.  As a percentage of earnings 
before income taxes, income tax expense was 39.1% for 1995 versus 39.7% in 
1994.

	Net earnings increased 74.7% to $7.9 million in 1995 from $4.5 million 
in 1994.  As a percentage of net sales, net earnings increased to 1.2% in 1995 
from 1.0% in 1994.

LIQUIDITY AND CAPITAL RESOURCES

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

	Cash provided by operating activities was $9.9 million and $7.3 million 
for 1996 and 1995, respectively.  The increase in cash provided by operating 
activities resulted primarily from higher net earnings offset in part by
increased levels of receivables and inventories, net of an increase of trade
payables, due to the continued growth of the Company's business.

	Cash used by investing activities was $9.3 million and $36.0 million 
for 1996 and 1995, respectively.  Investing activities include additions to and 
disposal of property, plant and equipment and the acquisition of businesses.  
The Company's total capital expenditures for 1996 were $9.1 million including 
approximately $1.4 million for the expansion in progress of the distribution 
center in Houma, Louisiana, approximately $1.9 million to complete the 
distribution center in Atlanta, Georgia, and approximately $1.8 million to 
complete construction of the distribution center in Dallas, Texas.  Investing 
activities during 1995 included the $22.5 million purchase of Milton's ($21.7 
million, net of cash on hand at the acquired company) and the $643,000 
purchase of Cannon.

<PAGE>19

	Cash provided by financing activities was $695,000 and $31.3 million 
in 1996 and 1995, respectively.  Financing activities in 1996 included net 
proceeds of $33.3 million from the Company's secondary offering of common 
stock completed in March 1996.  The proceeds were used to repay the $30.0 
million term loan used to finance the acquisition of Milton's and the remainder 
to repay a portion of amounts outstanding under a revolving credit facility.  
In 1995, cash provided by financing activities included the proceeds from a 
$30.0 million term loan, from which the Company used $22.5 million to fund the 
purchase of Milton's and $7.3 million to repay debt assumed in the Milton's 
acquisition.

	In July 1996, the Company entered into a three-year $50.0 million 
revolving credit agreement (the "Credit Facility") with a commercial bank.  
Approximately $3.6 million was outstanding under the Credit Facility at 
December 28, 1996.  The Credit Facility also supports up to $3.0 million of 
letters of credit.  At December 28, 1996, the Company was contingently liable 
for outstanding letters of credit of $2.7 million, which reduce amounts 
available under the Credit Facility.  At December 28, 1996, $43.7 million was 
available under the Credit Facility.  The facility bears interest at LIBOR plus
a spread over LIBOR  (5.56% at December 28, 1996), which varies based on the 
ratio of funded debt to total capital.  Additionally, the Credit Facility
requires the maintenance of certain financial ratios, as defined, regarding debt
to tangible net worth, cash flow coverage and current assets to current
liabilities.

	The Company believes that cash flow from operations and borrowings 
under the Credit Facility will be sufficient to finance its operations and 
anticipated growth for the foreseeable future.

BUSINESS COMBINATIONS

	On January 3, 1995, the Company purchased all of the outstanding 
stock of Milton's Foodservice, Inc., a broadline distributor located in 
Atlanta,Georgia, which now operates as a wholly-owned subsidiary of the 
Company.Milton's had 1994 net sales of approximately $72.0 million.  The 
aggregate consideration paid by the Company for Milton's was $22.5 million in 
cash plus the assumption of $7.3 million of indebtedness.  On June 15, 1995, 
the Company acquired certain assets of Cannon Foodservice, Inc. for 
approximately $643,000.  Cannon, a broadline distributor located in Asheville, 
North Carolina, had 1994 net sales of approximately $9.0 million.  The 
operations of Cannon have been combined with the operations of Milton's and 
are being conducted through the Milton's distribution facility in Atlanta, 
Georgia.

	These acquisitions have been accounted for using the purchase method 
and, accordingly, the acquired assets and liabilities have been recorded at
their fair value at the dates of acquisition. The excess of the purchase
price over the fair value of tangible net assets acquired in these business
combinations was approximately $13.1 million.  The Company's intangible assets
are being amortized on a straight-line basis ranging from 5 to 40 years.  The
goodwill component is being amortized over 40 years, which reflects management's
best estimate of the appropriate period over which to amortize goodwill
associated with those acquisitions and is consistent with current industry
practice.

<PAGE>20

        Subsequent to the Company's year end, on December 30, 1996, the 
Company completed the acquisition of certain net assets of McLane 
Foodservice-Temple, Inc.("McLane Foodservice"), a wholly-owned subsidiary 
of McLane Company, Inc., based in Temple, Texas for approximately $30.0 
million.  McLane Foodservice operates distribution centers in Temple and 
Victoria, Texas and had 1996 net sales of approximately $180 million.  
Simultaneously with the closing, the Company purchased the distribution 
center in Victoria from an independent third party for approximately $1.5 
million.  The purchase was financed with borrowings under the Credit Facility.

QUARTERLY RESULTS AND SEASONALITY

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

<TABLE>
<CAPTION>
                                                          1996

                                          1st        2nd        3rd        4th
(In thousands, except per share data)    Quarter   Quarter    Quarter    Quarter
<S>                                        <C>       <C>       <C>        <C>
Net sales                              $173,059   $192,451   $202,401   $216,308
Gross profit                             25,087     26,927     28,505     30,293
Operating profit                          3,130      5,258      5,239      4,958
Earnings before income taxes              2,829      5,192      5,216      4,897
Net earnings                              1,712      3,139      3,159      2,979
Net earnings per common share          $   0.16   $   0.26   $   0.26   $   0.25


                                                           1995

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

Net sales                               $151,772   $169,989   $169,481  $172,881
Gross profit                              22,347     24,540     23,987    25,152
Operating profit                           2,847      4,358      4,368     4,151
Earnings before income taxes               2,089      3,573      3,768     3,581
Net earnings                               1,274      2,175      2,292     2,182
Net earnings per common share           $   0.13   $   0.23   $   0.23   $  0.22
</TABLE>

<PAGE>21

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 6, 1997 contains under the captions "Proposal 1:  
Election of Directors"  and "Section 16(a) Beneficial Ownership Reporting 
Compliance" information required by Item 10 of Form 10-K and is 
incorporated herein by reference.  Pursuant to General Instruction G(3), 
certain information concerning executive officers of the Company is included 
in Part I of this Form 10-K, under the caption "Executive Officers."

Item 11.	Executive Compensation.

	The Proxy Statement issued in connection with the Shareholders 
meeting to be held on May 6, 1997 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 6, 1997 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.

<PAGE>22

Item 13.	Certain Relationships and Related Transactions.

	The Proxy Statement issued in connection with the Shareholders 
meeting to be held on May 6, 1997 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 Consolidated Financial 
                Statements on page 21 of this Form 10-K.

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

         3.     Exhibits:

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

Exhibit
Number                          Description

3.1	--	Restated Charter of Registrant.

3.2	--	Restated Bylaws of Registrant.

4.1	--	Specimen Common Stock certificate.

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

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

10.1	--	Loan Agreement dated May 17, 1984 by and between the Industrial 
        Development Board of Wilson County, Tennessee and Kenneth O.
        Lester Company, Inc.

10.2	--	Promissory Note executed May 17, 1984 in favor of the Industrial 
        Development Board of Wilson County, Tennessee.

10.3	--	Industrial Development Revenue Bond Series A due 1999.

10.4	--	Assignment from the Industrial Development Board of Wilson
        County to Wachovia Bank and Trust Company, N.A. dated May 17,
        1984.

10.5	--	Guaranty Agreement dated May 17, 1984 from Kenneth O. Lester 
        Company, Inc. to Wachovia Bank and Trust Company, N.A.

10.6	--	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.

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

<PAGE>23

10.8	--	Loan Agreement dated March 1, 1993, by and between Loubat-L.
        Frank, Inc. and Performance Food Group Company.

10.9	--	Promissory Note dated March 1, 1992 in favor of Performance Food
        Group Company.


10.10	--	Lease Agreement by and between the Kenneth O. Lester Company
         and K&F Development Company dated July 1, 1988, with an
         amendment thereto.

10.11	--	Commercial Lease Agreement between Alexander & Baldwin, Inc. and 
         KMB Produce, Inc., a division of Caro Produce & Institutional
         Foods, Inc.,dated November 20, 1991, as amended by Lease
         Amendment No. 1 thereto.

10.12	--	Lease Agreement by and between the Martin-Brower Company and KMB 
         Produce, Inc. dated August 18, 1987.

10.13	--	1989 Non-Qualified Stock Option Plan.

10.14	--	1993 Employee Stock Incentive Plan.

10.15	--	1993 Outside Directors' Stock Option Plan.

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

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

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

10.19	--	Form of Indemnification Agreement.

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

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

Exhibit
Number                                 Description

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

10.22	--	Performance Food Group Employee Stock Purchase Plan.

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

Exhibit
Number                                 Description

10.23	--	Lease Agreement by and between C. O. Hurt and Hale Brothers/
         Summit, Inc. dated January 27, 1994.

10.24	--	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.

<PAGE>24

10.25	--	Corporate Guaranty dated March 16, 1994 by Performance Food
         Group Company in favor of Third National Bank, Nashville,
         Tennessee, for the account of Employers Self Insurers Fund.

D.	Incorporated by reference to the Company's Quarterly Report on Form
   10-Q for the quarter ended October 1, 1994:

Exhibit
Number                                 Description

10.26	--	Amended and Restated Lease Agreement by and between Pocahontas
         Foods USA, Inc. and Taylor & Sledd, Inc. dated August 1, 1994.

10.27	--	Purchase Agreement by and between Performance Food Group Company 
         and the Shareholder of Milton's Institutional Foods, Inc. dated
         November 3, 1994.

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

Exhibit
Number						Description

10.28	--	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.

F.	Incorporated by Reference to the Company's Quarterly Report on Form 10-Q
   for the quarter ended July 1, 1995:

Exhibit
Number						Description

10.29	--	Employment agreement dated May 17, 1995 by and between
         Performance Food Group Company and Jerry J. Caro.

G.	Incorporated by Reference to the Company's Quarterly Report on Form 10-Q
   for the quarter ended 	September 28, 1996:	

10.30	--	Revolving Credit Agreement dated July 8, 1996 by and between 
         Performance Food Group Company and First Union National Bank 
         of Virginia.

H.	Filed herewith:

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

21   	--	List of Subsidiaries.

23.1 	--	Consent of Independent Auditors.

27   	--	Financial Data Schedule ( for SEC use only).

 (b)	During the fourth quarter of fiscal 1996 ended December 28, 1996, 
        the Company filed no reports on Form 8-K.

<PAGE>25


	SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Richmond,
State of Virginia, on March 26, 1997.

                                   PERFORMANCE FOOD GROUP COMPANY


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


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

	Signature           	Title                          	Date


/s/ Robert C. Sledd
Robert C. Sledd       Chairman, Chief Executive Officer
                      and Director [Principal Executive
                      Officer]                               March 26, 1996



/s/ C. Michael Gray                  
C. Michael Gray       President, Chief Operating Officer
                      and Director                           March 26, 1996


/s/ Jerry J. Caro                    
Jerry J. Caro        Founding Chairman, Senior Vice
                     President and Director                  March 26, 1996



/s/ Roger L. Boeve                   
Roger L. Boeve      Executive Vice President and Chief 
                    Financial Officer [Principal
                    FinancialOfficer and Principal
                    Accounting Officer]                      March 26, 1996


/s/ David W. Sober                
David W. Sober      Vice President and Secretary             March 26, 1996


/s/Fred C. Goad,Jr.                
Fred C. Goad, Jr.   Director                                 March 26, 1996


/s/Timothy M.Graven                
Timothy M. Graven   Director                                 March 26, 1996


/s/Charles E.Adair                 
Charles E.Adair     Director                                 March 26, 1996




Report of Independent Auditors

The Board of Directors
Performance Food Group Company:

	We have audited the accompanying consolidated balance sheets of 
Performance Food Group Company and subsidiaries as of December 28, 1996 
and December 30, 1995, 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 28, 1996.  These consolidated financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these consolidated financial 
statements based on our audits.

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

	In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of Performance 
Food Group Company and subsidiaries as of December 28, 1996 and 
December 30, 1995, and the results of their operations and their cash flows for 
each of these fiscal years in the three-year period ended December 28, 1996, in 
conformity with generally accepted accounting principles.



                                                 /s/KPMG PEAT MARWICK LLP

Richmond, Virginia
February 7, 1997


                                         F-1


                                CONSOLIDATED BALANCE SHEETS
<TABLE>
                                              December 28,          December 30,
(Dollar amounts in thousands,
 except per share amounts)                      1996                    1995 
<CAPTION>
<S>                                              <C>                      <C>            
ASSETS

Current assets:
  Cash                                       $   5,557               $   4,235 
  Trade accounts and notes receivable,
   less allowance for doubtful accounts
    of $2,300 and $1,769                        55,689                  44,264 

  Inventories                                   48,005                  37,844 
  Prepaid expenses and other current
   assets                                        1,405                   1,331 
  Deferred income taxes                          2,771                   1,853 

     Total current assets                      113,427                  89,527 

Property, plant and equipment, net              55,697                  51,640 

Goodwill, net of accumulated
 amortization of $1,089 and $769                11,760                  12,075 
Other intangible assets, net of
 accumulated amortization of $928 and $638         991                   1,138 
Other assets                                     1,022                     754

     Total assets                            $ 182,897               $ 155,134 

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Outstanding checks in excess of deposits    $  12,895               $  13,791 
 Current installments of long-term debt            650                   3,210 
 Trade accounts payable                         44,494                  31,943 
 Accrued expenses                               10,984                  10,086 
 Income taxes payable                            1,437                     198 

     Total current liabilities                  70,460                  59,228 
Notes payable to banks                           3,621                   5,243 
Long-term debt, excluding current installments   3,604                  31,766 
Deferred income taxes                            4,077                   3,106 

     Total liabilities                          81,762                  99,343 

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; 11,663,015 shares and
  9,300,006 shares issued and outstanding          117                      93 

Additional paid-in capital                      68,083                  34,172 

Retained earnings                               36,770                  25,781 

                                               104,970                  60,046 

Loan to leveraged employee stock ownership
  plan                                          (3,835)                 (4,255)

Total shareholders' equity                     101,135                  55,791 

Commitments and contingencies
(notes 4, 6, 7, 8, 10, 11 and 13)

                                            $  182,897              $  155,134 

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


                                      F-2



                        CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
                                                Fiscal Year Ended
                                   December 28,   December 30,    December 31,
(Dollar amounts in thousands,
 except per share amounts)            1996           1995            1994
<CAPTION>
<S>                                   <C>            <C>              <C>                
Net sales                         $ 784,219       $ 664,123       $ 473,414 
Cost of goods sold                  673,407         568,097         405,104 
  Gross profit                      110,812          96,026          68,310 
Operating expenses                   92,227          80,302          60,125 
  Operating profit                   18,585          15,724           8,185 

Other income (expense):
Interest expense                       (627)         (2,727)           (388)
Interest income                          20              16               8 
Other, net                              156              (2)           (286)
  Other expense, net                   (451)         (2,713)           (666)

  Earnings before income taxes       18,134          13,011            7,519 

Income tax expense                    7,145           5,088            2,985 

  Net earnings                     $ 10,989         $ 7,923          $ 4,534 

Net earnings  per common share     $   0.94         $  0.82          $  0.47 

Weighted average common shares
  and common share equivalents
    outstanding                  11,685,683       9,630,990        9,599,586 
</TABLE>
See accompanying notes to consolidated financial statements.

                                          F-3

<TABLE>

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>
                                                                           Loan to      Total
                               Common Stock      Additional    Retained  leveraged   shareholders'
                             Shares   Amount  paid-in capital  earnings     ESOP        equity

(Dollar amounts in thousands)

<S>                             <C>       <C>       <C>             <C>         <C>       <C>

Balance at January 1, 1994   9,053,898  $  90     $ 31,943       $ 13,629    $(5,019)   $  40,643 

 Employee stock option,
  incentive and purchase
   plans and related income
    tax benefit                 76,695      1          683              -          -          684 

 Principal payments on 
  loan to leveraged ESOP             -      -            -              -        402          402 

 Net earnings                        -      -            -          4,534          -        4,534 

Balance at December 31, 1994 9,130,593     91       32,626         18,163      (4,617)     46,263 

 Employee stock option,
  incentive and purchase
   plans and related income
    tax benefit                190,278      2        1,572              -            -      1,574 

 Retirement of common stock
  received from exercise of
   employee stock options      (20,865)     -          (26)          (305)           -       (331)

 Principal payments on loan
  to leveraged ESOP                  -      -            -              -          362        362 

 Net earnings                        -      -            -           7,923           -      7,923 

Balance at December 30, 1995 9,300,006     93        34,172         25,781       (4,255)   55,791 

 Proceeds from secondary
  offering of common stock   2,255,455     23        33,306              -            -    33,329 

 Employee stock option,
  incentive and purchase
   plans and related income                                                                   
    tax benefits               107,691      1           607              -            -       608 

 Principal payments on loan
  to leveraged ESOP                  -      -             -              -          420       420 

 Payment for fractional shares
  resulting from 3-for-2 stock
   split                          (137)     -            (2)             -            -        (2)

 Net earnings                        -      -             -         10,989            -    10,989 

Balance at December 28,
 1996                       11,663,015  $ 117      $ 68,083       $ 36,770      $ (3,835) $101,135 

See accompanying notes to consolidated financial statements.

</TABLE>

                                         F-4

                            CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
                                                Fiscal Year Ended
<CAPTION>
                                          December 28,   December 30,    December 31,
                                             1996            1995            1994
(Dollar amounts in thousands)
<S>                                           <C>              <C>           <C>
Cash flows from operating activities:
 Net earnings                             $ 10,989       $   7,923    $   4,534 
 Adjustments to reconcile net earnings to
  net cash provided by operating activities:
    Depreciation and amortization            5,484           5,319        3,481 
    ESOP contributions applied to principal 
      of ESOP debt                              420             362          402
Loss (gain) on disposal of property, 
     plant and equipment                       (53)            (97)          34 
    Deferred income taxes                       53            (276)         (49)
    Changes in operating assets and liabilities, 
     net of effects of companies acquired:                                      
          Increase in trade accounts and 
              notes receivable              (11,425)         (6,165)      (3,850)
          Increase in inventories           (10,161)         (6,363)      (2,293)
Decrease (increase) in prepaid 
            expenses and other
               current assets                   (74)            546         (147)
          Increase in trade accounts payable 12,551           3,920        6,039
          Increase in accrued expenses          898           2,089        2,132 
          Increase (decrease) in income taxes 
             payable                          1,239              76         (902)
              Total adjustments               (1,068)           (589)       4,847
Net cash provided by operating 
                activitie                     9,921           7,334        9,381
Cash flows from investing activities, net of 
  effects of companies acquired:
 Purchases of property, plant and equipment  (9,074)        (13,921)     (12,436)
 Proceeds from sale of property, plant and 
  equipment                                     196             463          177
Net cash paid for acquisitions                   -         (22,542)           -  
 Decrease (increase) in other assets           (416)              -          981
Net cash used by investing 
               activities                    (9,294)        (36,000)     (11,278)
Cash flows from financing activities:
 Increase (decrease) in outstanding checks 
   in excess of deposits                       (896)          5,263        2,034
Net proceeds from (payments on) notes 
   payable to banks                          (1,622)          2,798        1,621
Proceeds from issuance of long-term debt         -          22,715            -
 Principal payments on long-term debt       (30,722)           (756)      (1,037)
Net proceeds from stock offering            33,329               -            -  
 Employee stock option, incentive and purchase
   plans and related income tax benefit         606            1,243         684
Net cash provided by financing 
               activities                       695           31,263       3,302
Net increase in cash                          1,322            2,597       1,405
Cash at beginning of year                     4,235            1,638         233
Cash at end of year                        $  5,557       $    4,235   $   1,638
</TABLE>
See accompanying notes to consolidated financial statements.

                                      F-5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
________________________________________________________________________________
 
December 28, 1996 and December 30, 1995

1.	Description of Business

Performance Food Group Company (the "Company"), through its operating
subsidiaries and division, is engaged in the marketing, processing and sale of
food and food-related products to the foodservice, or "away-from-home eating"
industry. The foodservice industry consists of two major customer types:
"traditional" foodservice customers consisting of independent restaurants,
hotels, cafeterias,schools, healthcare facilities and other institutions; and
"multi-unit chain" customers consisting of regional and national quick-service
restaurants and casual dining restaurants.  Products and services provided to
the Company's traditional and multi-unit chain customers are supported by
identical physical facilities, vehicles, equipment, systems and personnel.
Most of the Company's customers are located in the Southern, Southwestern,
Midwestern and Northeastern United States. The Company has the following
wholly-owned subsidiaries and operating division: Pocahontas Foods, USA, Inc.;
Caro Produce & Institutional Foods, Inc. and subsidiaries ("Caro"); Kenneth O.
Lester Company, Inc. ("KOL"); Hale Brothers/Summit, Inc.; Milton's Foodservice,
Inc. ("Milton's"); and the B&R Foods division. 

The Company uses a 52/53 week fiscal year ending on the Saturday closest to 
December 31.  The fiscal years ended December 28, 1996, December 30, 1995 and 
December 31, 1994 (all 52 week years) are referred to herein as 1996, 1995 and 
1994, respectively.

2.	Summary of Significant Accounting Policies

	(a)	Principles of Consolidation

The consolidated financial statements include the accounts of the 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.  The 
provision for doubtful accounts recorded by the Company was approximately 
$1,150,000,$1,762,000 and $547,000 in 1996, 1995 and 1994, respectively.

        (c)     Inventories

The Company values inventory at the lower of cost or market using the first-in,
first-out (FIFO) method.  Inventories consist primarily of food and food-related
products.

        (d)     Property, Plant and Equipment

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

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

                                     F-6
 
        (e)     Income Taxes

The Company accounts for income taxes under 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 bases of assets and
liabilities and their reported amounts.  Future tax benefits, including net
operating loss carryforwards, are recognized to the extent that realization of
such benefits is more likely than not.

        (f)     Intangible Assets

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

        (g)     Net Earnings Per Common Share

Net earnings per common share are computed using the weighted average number of
common shares outstanding during each period, including common stock 
equivalents related to stock options calculated using the treasury stock 
method, when dilutive.

	(h)	Stock-Based Compensation

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

	(i)	Accounting Estimates

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

SFAS No. 107, Disclosures About Fair Value of Financial Instruments, requires
the disclosure of fair value information regarding financial instruments whether
or not recognized on the balance sheet, for which it is practical to estimate
that value.  At December 28, 1996, 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 value due to the relatively
short maturity of those instruments.  The carrying value of the Company's long-
term debt and borrowings under its revolving credit facility approximates fair
value due to the variable nature of the interest rate charged on such
borrowings.

        (k)     Impairment of Long-Lived Assets and Long-Lived Assets to Be
                Disposed Of

The Company adopted the provisions of SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, in
1996.  This accounting standard requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be

                                    F-7

recoverable.  Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset.  If such assets are considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying
amount of the asset exceeds the fair value of the asset.  Adoption of SFAS No.
121 did not have a material impact on the Company's financial position, results
of operations or liquidity.

	(l)	Reclassifications

Certain amounts in the 1995 and 1994 consolidated financial statements have
been reclassified to conform with the 1996 presentation.

3.	Concentration of Sales and Credit Risk

Two of the Company's customers, Cracker Barrel Old Country Stores, Inc.
("Cracker Barrel") and Outback Steakhouse, Inc. ("Outback"), account for a
significant portion of the Company's consolidated net sales.  Net sales to
Cracker Barrel accounted for 30%, 29% and 33% of consolidated net sales for
1996, 1995 and 1994, respectively.  Net sales to Outback accounted for 19%,
15% and 11% of consolidated net sales for 1996, 1995 and 1994 respectively.
At December 28, 1996, amounts receivable from these two customers represented
33% of total trade receivables.

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

4.	Business Combinations

On January 3, 1995, the Company purchased all of the outstanding capital stock
of Milton's, a foodservice distributor located in Atlanta, Georgia, which now
operates as a wholly-owned subsidiary of the Company.  Milton's had 1994 net
sales of approximately $72.0 million.  The aggregate consideration paid by the
Company for Milton's was $22.5 million in cash plus the assumption of $7.3
million of indebtedness.  On June 15, 1995, the Company acquired certain assets
of Cannon Foodservice, Inc. ("Cannon") for approximately $643,000.  Cannon, a
foodservice distributor located in Asheville, North Carolina, had 1994 net sales
of approximately $9.0 million.  The operations of Cannon have been combined with
the operations of Milton's and all operations are being conducted through the
Milton's distribution facility.

These acquisitions have been accounted for using the purchase method and, 
accordingly, the acquired assets and liabilities have been recorded at their
fair values at the dates of acquisition.  The excess of the purchase price over
the fair value of tangible net assets acquired in these business combinations
was approximately $13.1 million.  The Company's intangible assets are being
amortized on a straight-line basis ranging from 5 to 40 years.  The goodwill
component is being amortized over 40 years, which reflects management's best
estimate of the appropriate period over which to amortize the goodwill
associated with these acquisitions and is consistent with current industry
practice.

The unaudited consolidated results of operations on a pro forma basis as though 
Milton's had been acquired as of the beginning of 1994 are as follows (in
thousands):

                         Net sales                      $       545,395
                         Gross profit                            82,844
                         Net earnings                             4,757
                         Net earnings per common share  $           .50


                                    F-8

Milton's was acquired on January 3, 1995 and therefore the pro forma
consolidated results of operations for 1995 do not differ from the actual
results reported in the consolidated statements of earnings.  The pro forma
results of the Cannon acquisition, assuming that it had been made at the
beginning of the years presented, would not differ materially from the actual
results reported.

The pro forma results are presented for information only and are not 
necessarily indicative of the operating results that would have occurred had 
the Milton's acquisition been consummated as of the above date.

5.	Property, Plant and Equipment

Property, plant and equipment as of December 28, 1996 and December 30, 1995 
consist of the following (in thousands):

<TABLE>
                                                                             1996        1995 

<CAPTION>
<S>                                                                            <C>         <C>                           
Land                                                                     $   3,136   $   2,864
Buildings and building improvements                                         41,833      32,089 
Transportation equipment                                                     9,911       9,939 
Warehouse and plant equipment                                               20,398      18,666 
Office equipment, furniture and fixtures                                     8,000       7,290 
Leasehold improvements                                                       3,095       2,673
Construction-in-process                                                      2,160       6,507
                                                                            88,533      80,028 
Less accumulated depreciation and amortization                              32,836      28,388
    Property, plant and equipment, net                                   $  55,697   $  51,640 
</TABLE>

At December 28, 1996, the Company was in the process of expanding its
distribution center in Houma, Louisiana.  This project is expected to be
finished during the first quarter of 1997 with a total cost of approximately
$2.4 million, including $1.4 million incurred through December 28, 1996.

6.	Supplemental Cash Flow Information
<TABLE>
<CAPTION>
                                               1996         1995        1994
<S>                                             <C>           <C>        <C>                                                      
Cash paid during the year for:
     Interest                               $    816    $   2,540   $     332 
     Income taxes                              5,853        5,011       3,887 
Effects of purchase of companies:
     Fair value of assets acquired          $      -    $  32,544   $       -
     Liabilities assumed                           -      (10,002)          -
            Net cash paid for acquisitions  $      -    $  22,542   $       -
Non-cash financing activities:
     Exercise of employee stock options     $      -    $     331   $       -

</TABLE>
 7.	Notes Payable to Banks

Notes payable to banks consist of the outstanding borrowings under a revolving
credit facility.  On July 8, 1996, the Company entered into a $50.0 million
revolving credit agreement (the "Credit Facility") with a commercial bank, of
which approximately $3,621,000 was outstanding at December 28, 1996.  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 28, 1996, the interest

F-9

rate on the Credit Facility was 5.56%.  The weighted average interest rate for
1996 was 6.07%.  The facility expires in July 1999.  The Credit Facility
requires the maintenance of certain financial ratios, as defined, regarding debt
to tangible net worth, cash flow coverage and current assets to current
liabilities.  Additionally, the Company was contingently liable for outstanding
letters of credit in the amount of $2,713,000 at December 28, 1996, which are
not reflected in the accompanying consolidated balance sheet.

 8.     Long-term Debt

Long-term debt as of December 28, 1996 and December 30, 1995 consists of the
following (in thousands):
<TABLE>
<CAPTION>
                                                      1996         1995 
<S>                                                    <C>         <C>                                                   
Loan payable to employee stock ownership plan 
payable in quarterly installments of $170 which 
includes interest based on LIBOR plus a spread 
over LIBOR (5.57% at December 28, 1996). Loan 
matures in 2003.  Loan secured by stock acquired 
by the employee stock ownership plan sponsored 
by the Company (see note 12).                        $  3,835     $  4,255

Industrial Revenue Bonds payable in quarterly 
installments of $33 plus interest computed at 
82% of prime rate (6.75% at December 28, 1996), 
with final payment due in 1999; secured 
by certain real estate and equipment of KOL.               333          467

Notes payable to banks, bearing interest at rates 
from 6.6% to 10%, generally payable in monthly 
installments plus interest, and maturing at various 
dates through 1999.  Notes are secured by
certain assets of Caro.                                      86          133

Term loan payable, repaid in 1996 (see note 9).               -       30,000
Notes payable, repaid in 1996.                                -          121
                                                          4,254       34,976
    Less current installments                               650        3,210
      Long-term debt, excluding current installments   $  3,604     $ 31,766
</TABLE>

Maturities of long-term debt are as follows (in thousands):
<TABLE>
<CAPTION>
           <S>                                                                     <C>                                  
          1997                                                                $    650
          1998                                                                     678
          1999                                                                     602
          2000                                                                     562
          2001                                                                     594
          Thereafter                                                             1,168

                        Total maturities of long-term debt                    $  4,254

</TABLE>
F-10


9.      Shareholders' Equity

In March 1996, the Company completed a secondary offering of 2,916,824 shares
of common stock, of which the Company sold 2,255,455 shares with the remaining
shares sold by selling shareholders.  Net proceeds of the offering were
approximately $33.3 million, which were used to repay a $30.0 million term loan
and approximately $3.3 million outstanding under a revolving credit facility.

In June 1996, the Company's Board of Directors declared a three-for-two stock
split effected in the form of a 50% stock dividend paid on July 15, 1996 to
shareholders of record on July 1, 1996. The split resulted in the issuance
of 3,874,807 shares of common stock.  All references in these consolidated
financial statements to shares, share prices, net earnings per share and stock
plans have been restated to reflect the split.

10.     Leases

The Company leases various warehouse and office facilities and certain
equipment under long-term operating lease agreements which expire at various
dates.  At December 28, 1996, the Company is obligated under operating lease
agreements to make future minimum lease payments as follows (in thousands):
<TABLE>
<CAPTION>
             <S>                                                              <C>                            
            1997                                                       $    6,430
            1998                                                            5,819 
            1999                                                            5,126 
            2000                                                            4,611 
            2001                                                            3,313 
            Thereafter                                                      7,826 
              Total minimum lease payments                             $   33,125 
</TABLE>
Total rental expenses for operating leases in 1996, 1995 and 1994 was
approximately $7,900,000, $6,177,000 and $5,170,000, respectively.

11.     Income Taxes

Income tax expense consists of the following (in thousands):
<TABLE>
<CAPTION>
                                                      1996       1995        1994 
<S>                                                    <C>        <C>         <C>                
Current:
    Federal                                        $  6,530    $ 4,874    $  2,545 
    State                                               562        490         489 
                                              
                                                      7,092      5,364       3,034 
                                                
Deferred:                                        
    Federal                                              41        (235)        (5)
    State                                                12         (41)       (44)
                                                    
                                                        53        (276)       (49)
        Total income tax expense                   $  7,145    $  5,088   $  2,985 
</TABLE>                                             

                                      F-11

The effective income tax rates for 1996, 1995 and 1994 were 39.4%, 39.1% and
39.7%, respectively.  Actual income tax expense differs from the amount computed
by applying the applicable U.S. Federal corporate income tax rate to earnings
before income taxes as follows (in thousands):
<TABLE>
<CAPTION>
                                                      1996       1995        1994 
<S>                                                    <C>       <C>          <C>             
Federal income taxes computed at statutory rate    $  6,247   $  4,454    $  2,556 
Increase (decrease) in income taxes resulting from:
 State income taxes, net of Federal income
  tax benefit                                           372        292         294 
 Amortization of goodwill                               139        194           6 
 Increase in valuation allowance on deferred
  tax assets                                            129         84         145 
 Other, net                                             258         64         (16)
           Total income tax expense                $  7,145   $  5,088    $  2,985 
</TABLE>
Deferred taxes are recorded based upon the tax effects of differences between
the financial statement and tax basis of assets and liabilities and available
tax loss carryforwards.  Temporary differences and carryforwards which give
rise to a significant portion of deferred tax assets and liabilities at
December 28, 1996 and December 30, 1995 are as follows (in thousands):
<TABLE>
<CAPTION>
                                                                 1996        1995
<S>                                                               <S>         <C>               
Deferred tax assets:
 Allowance for doubtful accounts                              $    906   $     728 
 Inventories, principally due to costs capitalized
  for tax purposes in excess of those capitalized
  for financial statement purposes                                 588         646 
 Reserves for incurred but not reported self-insurance claims    1,343         832 
 State operating loss carryforwards                                924         909 
 Other                                                             120          14 
      Total gross deferred tax assets                            3,881       3,129 
 Less valuation allowance                                         (627)       (758)
      Net deferred tax assets                                    3,254       2,371 

Deferred tax liabilities:
 Property, plant and equipment                                  (4,337)     (3,370)
 Income to be recognized for income tax purposes from the
  change to the FIFO method of accounting for inventory
   and differences in inventory purchase price accounting          (50)       (105)
 Other                                                            (173)       (149)
      Total gross deferred tax liabilities                      (4,560)      (3,624)
      Net deferred tax liability                              $ (1,306)  $   (1,253)
</TABLE>

                                  F-12

The net deferred tax liability is presented in the December 28, 1996 and
December30, 1995 consolidated balance sheets as follows (in thousands):		
<TABLE>
<CAPTION>	
                                                                 1996        1995
<S>                                                               <C>         <C>           
Current deferred tax asset                                    $  2,771   $   1,853 
Noncurrent deferred tax liability                               (4,077)     (3,106)
      Net deferred tax liability                              $ (1,306)  $  (1,253)

</TABLE>
The net change in the valuation allowance was a decrease of $131,000 in 1996
and an increase of $84,000 and $145,000 in 1995 and 1994, respectively.  In
1996, the $131,000 net decrease in the valuation allowance consisted of a
$129,000 increase in the valuation allowance, which is included in deferred
income tax expense, offset by a $260,000 decrease attributable to the expiration
of various state net operating loss carryforwards.  The entire net change in the
valuation allowance was included in deferred income tax expense in 1995 and
1994. The valuation allowance primarily relates to state net operating loss
carryforwards of certain of the Company's subsidiaries.  The Company believes
the deferred tax assets, net of the valuation allowance, will more likely than
not be realized.

12.	Employee Benefits

	(a)	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, which were financed with assets transferred from
predecessor plans and the proceeds of a note payable to a bank
(the "ESOP debt").  The ESOP debt is secured by the common stock of the Company
acquired by the ESOP and is guaranteed by the Company.  The Company is required
to make contributions to the ESOP equal to the principal and interest amounts
due on the ESOP debt.  Accordingly, the outstanding balance of the ESOP debt 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 debt is recorded as interest
expense. The Company contributed approximately $680,000 in each of 1996, 1995
and 1994 to the ESOP.  These amounts include interest expense on the ESOP debt
of approximately $260,000, $318,000 and $278,000 in 1996, 1995 and 1994, 
respectively.  At September 28, 1996, 769,459 shares had been allocated to 
participant accounts and 726,607 shares were held as collateral for the ESOP
debt. Upon completion of the 1996 allocation, the Company anticipates
approximately 93,000 additional shares will be released and allocated to
participant accounts.

Employees participating in the defined contribution component of the ESOP may 
elect to contribute from 1% to 10% of their qualified salary under the
provisions of Internal Revenue Code Section 401(k). The Company, at the
discretion of its board of directors, may make additional contributions to the
ESOP either to match participant contributions or to provide a general benefit
to all participants.  The Company made no discretionary contributions under
the defined contribution portion of the ESOP in 1996, 1995 or 1994.
 
The Company has also adopted a deferred compensation plan covering certain 
employee-shareholders who are not eligible to participate in the ESOP.  The cost
of this plan was approximately $37,000, $38,000 and $52,000 in 1996, 1995 and
1994, respectively.

F-13

        (b)     Employee Health Benefit Plans

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

13.	Stock Plans

The Company sponsors a number of stock-based compensation plans which are 
described below.  As discussed in note 2 to the consolidated financial
statements, the Company applies APB Opinion No. 25 in accounting for these
plans.  Accordingly, no compensation cost has been recognized for its stock
option plans and its stock purchase plan.  The per share weighted-average fair
value of stock options granted in 1996 and 1995 was $11.38 and $9.79,
respectively, on the date of grant using the Black-Scholes option pricing model
with the following assumptions: 1996 - expected dividend yield of 0%, risk free
interest rate of 5.46%, volatility of 47.5% and an expected life of 6.1 years;
1995 - expected dividend yield of 0%, risk free interest rate of 7.45%,
volatility of 58.4% and an expected life of 6.6 years.  Had the Company
recognized compensation cost in accordance with the provisions of SFAS No. 123,
the Company's pro forma net earnings and net earnings per share for 1996 and
1995 would have been as follows: 
<TABLE>
<CAPTION>
                                                          1996       1995
        <S>                                                <C>        <C>
        Net earnings as reported                       $ 10,989   $  7,923
        Net earnings pro forma                           10,383      7,759

        Net earnings per common share as  reported     $   0.94   $   0.82
        Net earnings per common share pro forma            0.89       0.81
</TABLE>

Pro forma net earnings reflects only options granted in 1996 and 1995.
Therefore, the full impact of calculating compensation cost for stock options
under SFAS No. 123 is not reflected in the amounts above since compensation cost
is recognized over the options' vesting period.  Compensation costs for options
granted prior to 1995 have not been considered in accordance with SFAS No. 123.

	(a)	Stock Option and Incentive Plans

The Company sponsors the 1989 Nonqualified Stock Option Plan (the "1989 Plan"). 
The options vest ratably per year over a four year period from date of grant.
At December 28, 1996, 560,938 options were outstanding, of which 509,772 were 
exercisable.  No grants have been made under the 1989 Plan after July 21, 1993.

In  1993, the Company's shareholders approved the 1993 Outside Directors Stock 
Option Plan (the "Directors Plan").  In 1996, the Company's shareholders
authorized an additional 75,000 shares under the Directors Plan.  The Directors
Plan provides for an initial option grant  to each director of the Company who
is not also an employee of the Company to purchase 5,250 shares and an annual
option grant to purchase 1,500 shares at the then current market price.  Options
granted under the Directors Plan totaled 4,500 in 1996, 1995 and 1994.  These
options vest one year from the date of grant.  At December 28, 1996, 29,250
options were outstanding, of which 24,750 were exercisable.

In 1993, the Company's shareholders approved the 1993 Employee Stock Incentive 
Plan (the "1993 Plan") for the award of up to 375,000 shares of common stock to
officers, key employees and consultants of the Company.  In 1996, the Company's 
shareholders authorized an additional 750,000 shares of common stock under the 
1993 Plan.  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.  The Company granted 10,190 shares of common
stock to various employees under the 1993 Plan as a portion of the incentive
compensation earned by such employees during 1994.  The Company recognized

                                 F-14

expenses related to these grants of approximately $133,000 in 1994.  No grants
of common stock were made in 1996 nor 1995.  Stock options granted under the
1993 Plan totaled 295,771, 141,000 and 14,250 for 1996, 1995 and 1994,
respectively.  Options granted in 1996 vest four years from the date of the
grant.  Options granted in 1995 and 1994 vest ratably over a four year period
from the date of the grant.  At December 28, 1996, 425,974 options were
outstanding, of which 33,724 were exercisable.

The following table summarizes the transactions pursuant to the Company's stock
option plans for the three-year period ended December 28, 1996:
<TABLE>
<CAPTION>                                                 Number of         Option Price
                                                           Shares            Per Share
               <S>                                          <C>                <C>                
    Outstanding at January 1, 1994                        874,373     $   3.67  to $13.17
         Granted                                           18,750         7.83  to  14.17
         Exercised                                        (54,149)        3.67  to   6.05
         Canceled                                         (20,787)        3.67  to   6.05

    Outstanding at December 31, 1994                      818,187     $   3.67  to $14.17
         Granted                                          145,500        10.00  to  16.00
         Exercised                                       (137,764)        3.67  to  13.17
         Canceled                                         (21,719)        3.67  to  13.17

    Outstanding at December 30, 1995                      804,204     $   3.67  to $16.00
         Granted                                          300,271        14.50  to  18.33
         Exercised                                        (66,579)        3.67  to  10.00
         Canceled                                         (21,734)        6.05  to  14.50

    Outstanding at December 28, 1996                    1,016,162     $   3.67  to $18.33

</TABLE>
 (b)	    Employee Stock Purchase Plan

The Company maintains the Performance Food Group Employee Stock Purchase 
Plan (the "Stock Purchase Plan"), which permits eligible employees to invest by 
means of periodic payroll deductions in the Company's common stock at 85% of the
lesser of the market price or the average market price as defined in the plan 
document.  In  1996, the Company's shareholders authorized an additional 112,500
shares under the Stock Purchase Plan. The total number of shares which may be
sold pursuant to this plan may not exceed 262,500 shares.  At December 28, 
1996,subscriptions were outstanding for approximately 27,000 shares at $12.75 
per share under the Stock Purchase Plan.

14.	Related Party Transactions

The Company leases land and buildings from certain shareholders and members of 
their families.  The Company made lease payments of approximately $933,000, 
$819,000 and $774,000 in 1996, 1995 and 1994, respectively.  The Company 
believes the terms of these leases are no less favorable than those which would
have been obtained from unaffiliated parties.

In addition, the Company paid approximately $1,261,000, $1,322,000 and 
$1,884,000 in 1996, 1995 and 1994, respectively, to a company which is owned by
a shareholder of the Company and a member of his family, for transportation
services.

15.	Contingencies

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

                                  F-15


16.	Subsequent Events

On December 30, 1996, the Company completed the acquisition of certain net
assets of McLane Foodservice-Temple, Inc.("McLane Foodservice"), a wholly-owned
subsidiary of McLane Company, Inc., based in Temple, Texas.  McLane Foodservice
operates distribution centers in Temple and Victoria, Texas and provides
products and services to traditional foodservice customers as well as multi-unit
chain restaurants and vending customers. The purchase price of approximately $30
million, which is subject to certain adjustments, was financed with proceeds
from an existing credit facility (see note 7). 


Simultaneous with the closing, the Company also purchased the distribution
center located in Victoria, Texas from an independent third party for
approximately $1.5 million.The following unaudited pro forma condensed
consolidated results of operations assumes the acquisition occurred at the
beginning of 1996 (in thousands):

                 Net sales                           $ 962,581
                 Gross profit                          133,848
                 Net earnings                           10,793
                 Net earnings per common share       $     .92


The pro forma results are presented for information only and are not 
necessarily indicative of the operating results that would have occurred had 
the acquisition been consummated at the beginning of 1996, or of the results 
which may occur in the future.

                                  F-16


Independent Auditors' Report on Financial Statement Schedule





The Board of  Directors
Performance Food Group Company:


Under date February 7, 1997, we reported on the consolidated balance sheets 
of Performance Food Group Company and subsidiaries as of December 28, 
1996 and December 30, 1995, 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 28, 1996, as contained in the 1996 annual
report to shareholders.  These consolidated financial statements and our report
thereon are included in the 1996 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 respects, the information set forth therein.
                                                                    
                                                /s/ KPMG PEAT MARWICK LLP


Richmond, Virginia
February 7, 1997



                                     S-1


	                                                         SCHEDULE II

             	PERFORMANCE FOOD GROUP COMPANY AND SUBSIDIARIES
<TABLE>
                     	VALUATION AND QUALIFYING ACCOUNTS
                               	(in thousands)
<CAPTION>                       Beginning                                             Ending                                    
                                 Balance           Additions           Deductions     Balance

                                          Charged to      Charged to
                                           Expense      Other Accounts

<S>                               <C>        <C>                 <C>        <C>          <C>                 
Allowance for Doubtful Accounts

  December 31, 1994               $852        $547                -        $512         $887

  December 30, 1995               $887      $1,762             $349      $1,229       $1,769

  December 28, 1996             $1,769      $1,150                -        $619       $2,300
</TABLE>


                                     S-2