EXHIBIT 10.30
              SECOND AMENDMENT TO CREDIT AGREEMENT


      This  SECOND  AMENDMENT  TO CREDIT AGREEMENT  (the  "Second
Amendment")  dated as of December 7, 2000 among PERFORMANCE  FOOD
GROUP  COMPANY,  a  Tennessee corporation (the  "Borrower"),  the
lenders  parties to the Credit Agreement referred to  below  (the
"Lenders"),  and  FIRST  UNION NATIONAL BANK,  as  administrative
agent (the "Administrative Agent") for the Lenders thereunder.

                     PRELIMINARY STATEMENTS:

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

      The Borrower has informed the Administrative Agent and  the
Lenders that it intends to acquire all of the outstanding  common
stock  and  membership interests of Redi-Cut Foods, Inc.,  Kansas
City Salad, L.L.C. and K.C. Salad Real Estate, L.L.C. (the "Redi-
Cut  Acquisition").  In connection with the Redi-Cut  Acquisition
and  in order to fund the purchase thereof, the Borrower proposes
to  issue  and  sell additional shares of its common  stock  (the
"Additional Equity Issuance").

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

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

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

                "Kansas City Salad" means Kansas City Salad,
          L.L.C., an Illinois limited liability company.

                "K.C.  Salad  Industrial Development  Bonds"
          means  the  $7,000,000  of Tax-Exempt  Multi-Modal
          Industrial Development Revenue Bonds issued by The
          Industrial Development Authority of the County  of
          Clay, Missouri.

                "K.C. Salad Real Estate, L.L.C." means  K.C.
          Salad  Real  Estate,  L.L.C., a  Delaware  limited
          liability company.

                "Redi-Cut"  means Redi-Cut Foods,  Inc.,  an
          Illinois corporation.

                "Second Amendment to Credit Agreement" means
          the Second Amendment to Credit Agreement, dated as
          of  December  7,  2000 and effective  as  provided
          therein,  by  and among the Borrower, the  Lenders
          party thereto, and the Administrative Agent.

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

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

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

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

                    (j)    the  K.C.  Salad  Industrial
                    Development Bonds and the  Guaranty
                    Obligations of Borrower thereunder.

          (c)  Section 10.2 is hereby amended as follows:

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

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

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

                    (e)   Guaranty Obligations  of  the
                    Borrower   incurred  in  connection
                    with   the  K.C.  Salad  Industrial
                    Development Bonds.

          (d)  Section 10.3 is hereby amended as follows:

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

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

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

                    (h)   Liens securing the K.C. Salad
                    Industrial Development Bonds.

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

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

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

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

          (d)   Redi-Cut  Acquisition.  Evidence satisfactory  to
     the  Administrative Agent that the Redi-Cut Acquisition  has
     been  consummated and that such acquisition is  a  Permitted
     Acquisition under the terms of the Credit Agreement;

          (e)   Fees, Costs Expenses and Taxes.  All fees, costs,
     expenses  and  taxes set forth in Section 6 of  this  Second
     Amendment; and

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

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

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

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

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

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

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

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

     Section  4.     Consent.  The Administrative Agent  and  the
Lenders hereby consent to the amendment of the ELLFs pursuant  to
the terms of the agreements attached hereto as Exhibits A and  B,
respectively.

     Section   5.      Reference  to  and  Effect  on  the   Loan
Documents.

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

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

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

     Section  6.      Fees,  Costs,  Expenses  and  Taxes.    The
Borrower  agrees to pay on demand all costs and expenses  of  the
Administrative   Agent  in  connection  with   the   preparation,
execution,  delivery, administration, modification and  amendment
of  this Second Amendment and the other instruments and documents
to  be  delivered  hereunder, including, without limitation,  the
reasonable  fees  and out-of-pocket expenses of counsel  for  the
Administrative  Agent with respect thereto and  with  respect  to
advising   the  Administrative  Agent  as  to  its   rights   and
responsibilities hereunder and thereunder.  The Borrower  further
agrees  to  pay  on  demand  all  costs  and  expenses,  if   any
(including,  without  limitation,  reasonable  counsel  fees  and
expenses),  in  connection with the enforcement (whether  through
negotiations,  legal  proceedings or otherwise)  of  this  Second
Amendment and the other instruments and documents to be delivered
hereunder, including, without limitation, reasonable counsel fees
and  expenses in connection with the enforcement of rights  under
this Section 5.  In addition, the Borrower shall pay any and  all
stamp  and  other taxes payable or determined to  be  payable  in
connection  with  the  execution  and  delivery  of  this  Second
Amendment and the other instruments and documents to be delivered
hereunder, and agrees to save the Administrative Agent  and  each
Lender  harmless  from and against any and all  liabilities  with
respect  to or resulting from any delay or omission to  pay  such
taxes.

     Section  7.      Execution  in  Counterparts.   This  Second
Amendment  may be executed in any number of counterparts  and  by
different parties hereto in separate counterparts, each of  which
when  so executed and delivered shall be deemed to be an original
and  all of which taken together shall constitute but one and the
same agreement.

     Section  8.     Governing Law.  This Second Amendment  shall
be governed by, and construed in accordance with, the laws of the
State  of  North Carolina, without reference to the conflicts  or
choice of laws principles thereof.

      Section 9.     Fax Transmission.  A facsimile, telecopy  or
other  reproduction of this Second Amendment may be  executed  by
one  or  more parties hereto, and an executed copy of this Second
Amendment  may  be  delivered by one or more  parties  hereto  by
facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can
be  seen,  and  such execution and delivery shall  be  considered
valid, binding and effective for all purposes.  At the request of
any party hereto, all parties hereto agree to execute an original
of  this  Second Amendment as well as any facsimile, telecopy  or
other reproduction hereof.


                    [Signature Pages Follow]

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

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


                          FIRST UNION NATIONAL BANK,
                          as Administrative Agent and Lender

                          By:
                          Name:
                          Title:

                          BANK OF AMERICA N.A.,
                          as Lender

                          By:
                          Name:
                          Title:

                          THE CHASE MANHATTAN BANK,
                          as Lender

                          By:
                          Name:
                          Title:

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

                          By:
                          Name:
                          Title:


                          HIBERNIA NATIONAL BANK,
                          as Lender

                          By:
                          Name:
                          Title:


                            EXHIBIT A

         Second Amendment to Certain Operating Agreement
                           (1997 ELLF)

                         (See Attached)


                            EXHIBIT B

         First Amendment to Certain Operating Agreements
                           (2000 ELLF)

                         (See Attached)


                            EXHIBIT B

         First Amendment to Certain Operating Agreements
                           (2000 ELLF)

(See Attached)