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 27, 1997
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 23, 1998 was approximately $ 202,660,290.The
        market value calculation was determined using the closing sale price of
        the Registrant's common stock on March 23, 1998, as reported on The
        Nasdaq Stock Market. 
        Shares of common stock, $.01 par value per share, outstanding on
        March 23, 1998, were 12,511,606.

	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 April 29, 1998 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
          Competition................................................	8
          Regulation.................................................	8
          Tradenames.................................................	8
          Employees..................................................	8
          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.................	22
Item 9. Changes in and Disagreements with Accountants on Accounting 
        and Financial Disclosure...................................  22
                                 Part III
Item 10. Directors and Executive Officers of the Registrant.........	23
Item 11. Executive Compensation.....................................	23
Item 12. Security Ownership of Certain Beneficial Owners and 
         Management.................................................	23
Item 13. Certain Relationships and Related Transactions.............	23
                                 Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on 
         Form 8-K................................................... 23


                                   2 

                       PERFORMANCE FOOD GROUP COMPANY

	PART I

Item 1.	Business.

The Company and its Business Strategy

	Performance Food Group Company and subsidiaries (the 
"Company") markets and distributes a wide variety 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 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 27, 1997, December 
28, 1996 and December 30, 1995 (all 52 week years) are referred to herein as 
1997, 1996 and 1995, 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.

	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 425 
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 1997.
	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 2,800 
Wendy's, Subway, Kentucky Fried Chicken, Dairy Queen, Popeye's and 
Church's quick-service restaurants.  The Company's primary customers for its 
fresh-cut produce products include approximately 6,750 McDonald's, Taco 
Bell, Burger King, Pizza Hut Kentucky Fried Chicken, Hardee's, and Popeye's 
and Church's restaurants.  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 compensate for 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 22%, 30%  and 29% of consolidated net 
sales for 1997, 1996 and 1995, respectively.  Net sales to Outback accounted 
for 16%, 19% and 15% of consolidated net sales for 1997, 1996 and 1995, 
respectively.  No other multi-unit customer accounted for more than 10% of 
the Company's consolidated net sales in 1997.

Products and Services

	The Company distributes more than 25,000 national brand and 
private label food and food-related products to over 20,000 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, Colonial Tradition and Flora 
specialty lines, as well as fresh-cut produce products purchased and processed 
by the Company and marketed under the Fresh Advantage label.

	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 150 
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 1997:



                                               Percentage of Net
                                                 Sales for 1997


Center-of-the-plate                                    30%            
Canned and dry groceries                               24
Frozen foods                                           17
Refrigerated and dairy products	                       10
Paper products and cleaning supplies                    7
Fresh-cut produce                                       3
Other produce                                           3
Vending                                                 3
Equipment and supplies                                  2   
Procurement, merchandising and other services           1

          Total                                       100%

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 2% of the Company's total product purchases.
	
	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 150 
independent foodservice distributors nationwide.  For its services, the Company 
receives marketing fees paid by vendors.  Approximately 17,000 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 sixteen distribution 
centers located in Tennessee, New Jersey, Maryland, Georgia, Florida, 
Alabama, Louisiana and Texas. Customer orders are assembled in the 
Company's distribution facilities and then sorted, placed on pallets and loaded 
onto trucks and trailers in delivery sequence. Deliveries covering long 
distances are made in large tractor-trailers that 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 compensate for 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.

The following table summarizes certain information with respect to the 
Company's principal operations:
<TABLE>
<CAPTION>
                                                       Approx
                                                       Number of                   
                                                       Customer
                                Principal  Number      Locations
                     Principal  Types of      of       Currently
                     Region(s)  Business   Facilities  Served      Major Customers
<S>                     <C>         <C>         <C>        <C>           <C>

Kenneth O. Lester   South       Foodservice    5       3,800       Cracker Barrell,
Company, Inc.       Southwest,  distribution                       Outback, Don Pablo's,
Lebanon, TN         Midwest                                        Harrigans and others
                    and                                            restaurants, healthcare
                    Northeast                                      facilities and schools

Caro Foods,         South and   Foodservice    3        3,000      McDonald's, Taco
Inc., and subsid-   Southeast   distribution,                      Bell, Hardee's,
iaries                          fresh-cut                          Popeye's, Church's
Houma, LA                       produce                            and other restaurants,
                                                                   healthcare facilities
                                                                   and schools

Milton's Food-     South and    Foodservice    1         4,000     Subway and other
service, Inc.      Southeast    distribution                       restaurants, healthcare
Atlanta, GA                                                        facilities and schools

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

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

Performance Food  South and     Foodservice      2        3,500    Popeye's, Church's,
Group of Texas,   Southwest     distribution                       Subway, Kentucky
LP(formerly Mclane                                                 Fried Chicken, Dairy
Foodservice)                                                       Queen, and other
Temple, TX                                                         restaurants, healthcare
                                                                   facilities and schools

W. J. Powell Co., Georgia,      Foodservice       2        2,000   Restaurants, healthcare
Inc.              Florida and   distribution                       facilities and schools
Thomasville, GA   Alabama

AFI Food Service  New Jersey    Foodservice       1        1,400   Restaurants, healthcare
Distributors,     and metro     distribution                       facilities and schools
Inc.              New York
Elizabeth, NJ     area

Pocahontas        Nationwide    Procurement       1          150   Independent
Foods, USA,                     and                                foodservice
Inc.                            merchandising                      distributors and
Richmond, VA                                                       vendors
</TABLE>

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.

Employees

	As of December 27, 1997, the Company had approximately 2,800 
full-time employees, including approximately 800 in management, marketing and 
sales and the remainder in operations. Approximately 130 of the Company's 
employees are represented by a union or a collective bargaining unit. 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 22% and 30% of the Company's consolidated net
sales in 1997 and 1996, respectively.  Sales to Outback accounted for 16% and
19% of the Company's consolidated net sales in 1997 and 1996, 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 material 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."

	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 material 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.

Executive Officers

	The following table sets forth certain information concerning the 
executive officers of the Company as of December 27, 1997.


  Name               Age                Position

Robert C. Sledd      45     Chairman, Chief Executive Officer and Director
C. Michael Gray      48     President, Chief Operating Officer and Director
Roger L. Boeve       59     Executive Vice President and Chief Financial Officer
Thomas Hoffman       58     Senior Vice President
David W. Sober       65     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.

	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, Inc., 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.

	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:


                        Approx.                            Owned/Leased
                         Area                            (Expiration Date
	     Location         in Sq. Ft    Principal Uses           if Leased)


Performance Food Group 
Company
 Richmond, Virginia       5,000    Corporate offices        Leased (2000)
 Tampa, Florida (B&R     96,000    Administrative offices,  Owned
 Foods Division)                   product inventory and
                                   distribution

Kenneth O. Lester Company,
 Inc.
 Lebanon, Tennessee     140,000    Administrative offices,  Leased (1998)
                                   product inventory and 
                                   distribution
 Lebanon, Tennessee     176,000    Product inventory and     
                                   distribution             Owned
 Gainesville, Florida    70,000    Product inventory and    Owned
                                   distribution
 Dallas, Texas           75,000    Product inventory and
                                   distribution             Owned
 Belcamp, Maryland       75,000    Product inventory and
                                   distribution             Leased (2001)

Caro Foods, Inc.        162,000    Administrative offices,  Owned
 Houma, Louisiana                  produce processing,
                                   product inventory and
                                   distribution
 Dallas, Texas           66,000    Product inventory and    Leased (1999) 
                                   distribution, produce
                                   processing

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

Pocahontas Foods, USA,  131,000    Administrative offices,  Leased (2004)
 Inc.                              product inventory and
 Richmond, Virginia                distribution

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

Performance Food Group  135,000    Administrative offices,  Owned
 of Texas, LP (1)                  product inventory and
 Temple, Texas                     distribution

 Victoria, Texas        250,000    Product inventory and    Owned           
                                   distribution

W. J. Powell Company,    63,000    Administrative offices,  Owned
 Inc. (2)                          product inventory and 
 Thomasville, GA                   distribution

 Dothan, AL              49,000    Administrative offices,  Owned 
                                   product inventory and
                                   distribution

AFI Food Service        170,000    Administrative offices,  Leased (2023) 
 Distributors, Inc.(3)             product inventory and
 Elizabeth, NJ                     distribution


(1) Performance Food Group of Texas, LP was acquired by the Company on 
    December 30, 1996
(2) The W. J. Powell Company, Inc. was acquired by the Company on June 30, 
    1997
(3) AFI Food Service Distributors, Inc. was acquired by the Company on 
    October 31, 1997

_______________

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 27, 1997.

	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 
the 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 16, 1998, Performance Food Group had 
approximately 1,348 shareholders of record and approximately 4,900 beneficial
owners. 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.



                                                        1997
                                          High                  Low
First Quarter                           $18.25                  $14.50
Second Quarter                          $21.75                  $16.00
Third Quarter                           $26.25                  $19.75
Fourth Quarter                          $26.25                  $17.50
For the Year                            $26.25                  $14.50



                                                        1996
                                          High                  Low
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

Item 6.	Selected Consolidated Financial Data.
<TABLE>
<CAPTION>

                                                         Fiscal Year Ended                                            
                                        Dec. 27,  Dec. 28,  Dec. 30,  Dec. 31,  Jan. 1,
In thousands, except per share data)       1997    1996       1995      1994      1994
<S>                                        <C>       <C>       <C>       <C>       <C>    

Statement of Earnings Data:

Net sales                            $1,230,078  $784,219  $664,123  $473,414  $379,363
Cost of goods sold                    1,074,154   673,407   568,097   405,104   319,986 
   Gross profit                         155,924   110,812    96,026    68,310    59,377
Operating expenses                      132,494    92,227    80,302    60,125    50,588 
   Operating profit                      23,430    18,585    15,724     8,185     8,789 
Other income (expense):
 Interest expense                        (1,991)     (627)   (2,727)     (388)   (1,311)
 Other, net                                 105       176        14      (278)      134
   Other expense, net                    (1,886)     (451)   (2,713)     (666)   (1,177)
Earnings before income taxes             21,544    18,134    13,011     7,519     7,612 
Income tax expense                        8,297     7,145     5,088     2,985     3,092 
   Net earnings                      $   13,247  $ 10,989  $  7,923   $ 4,534  $  4,520 

Per Share Data:
Weighted average common shares
  outstanding                            11,960    11,209     9,190     9,107     7,150
Basic net earnings per common share  $     1.11  $   0.98  $   0.86   $  0.50  $   0.63
Weighted average common shares and
  potential dilutive shares
    outstanding                          12,491    11,686     9,631     9,600     7,501
Diluted net earnings per common
  share                              $     1.06  $   0.94  $   0.82   $  0.47  $   0.60

Other Data:
Depreciation and amortization        $    7,843  $  5,484  $  5,319   $ 3,481  $   2,870 
Capital expenditures                      8,284     9,074    13,921    12,436      9,105 

Balance Sheet Data (end of period):
Working capital                      $   52,784  $ 42,967  $ 30,299   $16,386  $  19,183 
Property, plant and equipment, net       71,810    55,697    51,640    35,352     26,411 
Total assets                            288,883   182,897   155,134    99,075     83,488 
Short-term debt (including current
  installments of long-term debt)           689       650     3,210     3,211      1,893 
Long-term debt                           44,577     7,225    37,009     4,966      5,700 
Shareholders' equity                    133,973   101,135    55,791    46,263     40,643 

</TABLE>

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"); 
  the June 1995 acquisition by Milton's of Cannon Foodservice, Inc., a 
broadline distributor based in Asheville, North Carolina ("Cannon");
  the December 1996 acquisition of certain assets of McLane 
Foodservice-Temple, Inc., which business is now conducted as 
Performance Food Group of Texas, LP ("PFG of Texas"), a broadline 
distributor based in Temple, Texas;
  the April 1997 acquisition of certain assets by Hale of Tenneva 
Foodservice, Inc. ("Tenneva"), a broadline distributor based in Bristol, 
Virginia;
  the May 1997 acquisition of certain assets of Central Florida Finer 
Foods, Inc. ("CFFF"), a broadline distributor based in Winter Haven, 
Florida;
  the June 1997 acquisition of W. J. Powell Company, Inc. ("Powell"), a 
broadline distributor based in Thomasville, Georgia; and
  the October 1997 acquisition of AFI Food Service Distributors, Inc. 
("AFI"), a broadline distributor based in Elizabeth, New Jersey

	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 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 27, 1997, 
December 28, 1996 and December 30, 1995, herein referred to as 1997, 
1996 and 1995, 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.

                                        1997    1996    1995
Net sales                               100.0%  100.0%  100.0%
Cost of goods sold                       87.3    85.9    85.5
     Gross profit                        12.7    14.1    14.5
Operating expenses                       10.8    11.7    12.1
     Operating profit                     1.9     2.4     2.4
Other expense, net                        0.1     0.1     0.4
     Earnings before income taxes         1.8     2.3     2.0
Income tax expense                        0.7     0.9     0.8
     Net earnings                         1.1%    1.4%    1.2%


COMPARISON OF 1997 TO 1996

	Net sales increased 56.9% to $1.23 billion for 1997 from $784.2 
million for 1996.  Net sales in the Company's existing operations increased 
23% over 1996 while acquisitions contributed an additional 34% to the 
Company's total sales growth.  Inflation amounted to less than 1.0% for 
1997.

	Gross profit increased 40.7% to $155.9 million in 1997 from 
$110.8 million in 1996.  Gross profit margin decreased to 12.7% in 1997 
compared to 14.1% in 1996.  The decline in gross profit margin was due 
primarily to the following factors.  Sales increased during 1997 to certain 
of the Company's 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.  In 
addition, the Company's gross margin was impacted by the renegotiation of 
its distribution agreement with its largest multi-unit chain customer in early 
1997.  Gross profit margins also declined as a result of the acquisition of 
PFG of Texas, whose gross margins are currently lower than those in many 
of the Company's other subsidiaries, due in part to their customer mix 
which includes a greater concentration of multi-unit chain customers.  The 
decline in gross profit margins was offset in part by improved capacity 
utilization in the Company's produce processing operations.  

	Operating expenses increased 43.7% to $132.5 million in 1997 
compared with $92.2 million in 1996.  As a percentage of net sales, 
operating expenses declined to 10.8% in 1997 from 11.7% in 1996.  The 
decrease in operating expenses as a percent of net sales primarily reflects 
better use of the Company's facilities at the increased level of sales and 
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 labor costs including recruiting 
and training additional personnel, primarily in the transportation and 
warehouse areas, which are an integral part of the Company's distribution 
service.  The Company expects these increased labor costs to continue for 
the next several quarters.  In 1997, the Company's operating expenses as a 
percentage of net sales was adversely impacted by PFG of Texas as the 
Company integrated those acquired operations, while at the same time 
expanding those operations.  Additionally, 1996 was negatively impacted 
by increased costs related to the severe weather experienced in the East and 
Midwest during the first quarter of 1996.  Additionally, the Company leased 
a 75,000 square foot distribution center in Belcamp, Maryland, to service 
the continued growth of certain of the Company's multi-unit chain 
customers, which became operational in February 1997, and completed 
construction of a 75,000 square foot distribution center in Dallas, Texas, 
which became operational in February 1996.  The Company incurred 
certain start-up expenses for these facilities, the impacts of which are 
approximately comparable.  The Company intends to expand certain of its 
distribution centers during 1998.

	Operating profit increased 26.1% to $23.4 million in 1997 from 
$18.6 million in 1996.  Operating profit margin declined to 1.9% for 1997 
from 2.4% for 1996.

	Other expense increased to $1.9 million in 1997 from $451,000 in 
1996.  Other expense includes interest expense, which increased to $2.0 
million in 1997 from $627,000 in 1996.  The increase in interest expense is 
due to higher debt levels in 1997 as a result of the Company's various 
acquisitions.  Other expense during 1997 also includes a $1.3 million gain 
from insurance proceeds related to covered losses at one of the Company's 
processing and distribution facilities which offset a $1.3 million writedown 
of certain leasehold improvements associated with the termination of the 
lease on one of the Company's distribution facilities.

	Income tax expense increased to $8.3 million in 1997 from $7.1 
million in 1996 as a result of higher pre-tax earnings.  As a percentage of 
earnings before income taxes, the provision for income taxes was 38.5% 
and 39.4% for 1997 and 1996, respectively.

	Net earnings increased 20.5% to $13.2 million in 1997 compared to 
$11.0 million in 1996.  As a percentage of net sales, net earnings decreased 
to 1.1% in 1997 versus 1.4% in 1996.


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 was increasing its marketing 
efforts to further develop produce sales to utilize this excess capacity. 
 
	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 
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.
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 $24.2 million and $9.9 
million for 1997 and 1996, respectively.  The increase in cash provided by 
operating activities resulted primarily from higher net earnings and by 
increased levels of trade payables, net of an increase of receivables and 
inventories, due to the continued growth of the Company's business.

	Cash used by investing activities was $59.2 million and $9.3 
million for 1997 and 1996, respectively.  Investing activities include 
additions to and disposal of property, plant and equipment and the 
acquisition of businesses.  During 1997, the Company paid $54.6 million 
for the acquisition of businesses, net of cash on hand at the acquired 
companies.  The Company's total capital expenditures for 1997 were $8.3 
million, including approximately $1.2 million to complete the distribution 
center in Houma, Louisiana.  Investing activities in 1997 also included $4.2 
million from insurance proceeds related to covered losses associated with 
one of the Company's processing and distribution facilities.

	Cash provided by financing activities was $33.0 million and 
$695,000 in 1997 and 1996, respectively.  Financing activities included net 
borrowings in 1997 of $27.2 million and net repayments in 1996 of $1.6 
million on the Company's revolving credit facility.  The borrowings in 
1997 were used to fund the acquisition of businesses discussed above.  
Financing activities in 1996 also included net proceeds of $33.3 million 
from the Company's 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 July 1996, the Company entered into a three-year $50.0 million 
revolving credit agreement (the "Credit Facility") with a commercial bank 
which expires in February 2001.  Approximately $34.3 million was 
outstanding under the Credit Facility at December 27, 1997.  The Credit 
Facility also supports up to $5.0 million of letters of credit.  At December 
27, 1997, the Company was contingently liable for outstanding letters of 
credit of $4.1 million, which reduce amounts available under the Credit 
Facility.  At December 27, 1997, $11.6 million was available under the 
Credit Facility.  The facility bears interest at LIBOR plus a spread over 
LIBOR  (6.14% at December 27, 1997), 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.  Subsequent to year end, the Company amended the Credit 
Facility to increase amounts available under the facility to $60.0 million.  In 
addition to the Credit Facility, the Company obtained an additional $7.3 
million of letters of credit to secure amounts owed under promissory notes 
to the former AFI shareholders related to the purchase of AFI.

	On September 12, 1997, the Company completed a $42.0 million 
master operating lease agreement to construct new distribution centers 
planned to become operational in 1998.  Under this agreement, the lessor 
owns the distribution centers, incurs the related debt to construct the 
facilities and thereafter leases each facility to the Company.  The Company 
has entered into a commitment to lease each facility for a period beginning 
upon completion of each property and ending on September 12, 2002, 
including extensions.  Upon the expiration of each lease, the Company has 
the option to renegotiate the lease, sell the facility to a third party or to 
purchase the facility at its original cost.  If the Company does not exercise 
its purchase options, the Company has significant residual value guarantees 
of each property.  The Company expects the fair value of the properties 
included in this agreement to eliminate or substantially reduce the 
Company's exposure under the residual value guarantee.  At December 27, 
1997, construction has commenced on one facility with expenditures to date 
of approximately $1.1 million, which costs have been borne by the lessor.  
Total expenditures for this facility are anticipated to be approximately $13 
million.

	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 December 30, 1996, the Company acquired certain net assets of 
McLane Foodservice-Temple, Inc., which was a wholly-owned subsidiary 
of McLane Company, Inc., based in Temple, Texas. McLane Foodservice 
had 1996 net sales of approximately $180 million.  The former business of 
McLane Foodservice now operates as PFG of Texas, an indirect wholly-
owned subsidiary of the Company, through distribution centers in Temple 
and Victoria, Texas and provides food and food-related products to 
traditional foodservice customers as well as multi-unit chain restaurants 
and vending customers.  The purchase price of approximately $30.5 million 
was financed with proceeds from an existing credit facility.  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.  

During 1997, the Company completed the acquisitions of a number 
of foodservice distributors, including the acquisition of Tenneva on April 
11, 1997, CFFF on May 12, 1997, Powell on June 28, 1997 and AFI on 
October 31, 1997.  The operations of Tenneva and CFFF have been 
combined with the operations of certain of the Company's existing 
subsidiaries.  Collectively, these companies had 1996 net sales of 
approximately $130 million.  The aggregate purchase price of the 
acquisitions was approximately $39 million, plus the assumption of 
approximately $12 million of debt.  The aggregate purchase price for the 
acquisitions was financed by issuing 660,827 shares of the Company's 
common stock, $7 million of promissory notes due January 2, 1998 and the 
remainder with proceeds from the Credit Facility.  The aggregate 
consideration payable to the former shareholders of Powell and AFI is 
subject to increase in certain circumstances.


	The consolidated statements of earnings and of cash flows reflect 
the results of these acquired companies from the dates of acquisition 
through December 27, 1997.  These acquisitions have been accounted for 
using the purchase method and, accordingly, the acquired assets and 
liabilities have been recorded at their estimated fair values at the date of 
acquisition.  The excess of the purchase price over the fair value of tangible 
net assets acquired was approximately $44.2 million and is being amortized 
on a straight-line basis over estimated lives ranging from 5 to 40 years.

YEAR 2000 ISSUE

	The Company is dependent upon computer-based systems to conduct 
its business with both customers and suppliers.  In late 1997, the Company 
developed a plan to upgrade its computer systems and to deal with Year 
2000 issue.  The plan calls for conversion efforts to be completed by mid 
1999.  The Company estimates that costs to remediate the Year 2000 issue 
will be less than $500,000 which will be funded through operating cash 
flows.  The company is expensing all costs associated with the Year 2000 
issue as incurred.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

	During 1997, the Financial Accounting Standards Board issued 
Statements of Financial Accounting Standards ("SFAS") No. 130, 
Reporting Comprehensive Income, and No. 131, Disclosures About 
Segments of an Enterprise and Related Information."  These 
pronouncements may require additional disclosure, however the Company 
does not expect these pronouncements to have an affect on the Company's 
financial position or results of operations.
	
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.

                                                           1997
                                              1st     2nd       3rd       4th
(In thousands, except per share data)      Quarter   Quarter   Quarter  Quarter
Net sales                                 $268,537  $292,765  $336,349  $332,427
Gross profit                                34,777    36,218    42,015    42,914
Operating profit                             4,158     6,372     6,529     6,371
Earnings before income taxes                 3,725     6,118     6,099     5,602
Net earnings                                 2,271     3,772     3,746     3,458
Basic net earnings per common share           0.19      0.32      0.31      0.28
Diluted net earnings per common share     $   0.19  $   0.31  $   0.30  $   0.27


                                                            1996
                                              1st      2nd      3rd       4th  
(In thousands, except per share data)      Quarter    Quarter  Quarter   Quarter
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
Basic net earnings per common share           0.17      0.27      0.27      0.26
Diluted net earnings per common share     $   0.16   $  0.26   $  0.26  $   0.25


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 April 29, 1998 contains under the caption "Proposal 
1:  Election of Directors" information required by Item 10 of Form 10-K 
and is incorporated herein by reference.  Pursuant to General Instruction 
G(3), certain information concerning 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 April 29, 1998 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 April 29, 1998 contains under the captions "Security 
Ownership of Certain Beneficial Owners" and "Proposal 1:  Election of 
Directors" information required by Item 12 of Form 10-K and is 
incorporated herein by reference.

Item 13.	Certain Relationships and Related Transactions.

	The Proxy Statement issued in connection with the Shareholders' 
meeting to be held on April 29, 1998 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 22 of this Form 10-K.

                2.  Financial Statement Schedules.  See of page 22 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.

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.

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: 

Exhibit
Number                          Description

10.30	--	Revolving Credit Agreement dated July 8, 1996 by and 
                between Performance Food Group Company and First Union National
                Bank of Virginia.                                              
H.          Incorporated by Reference to the Company's Annual Report on
            Form 10-K for the fiscal year ended December 28, 1996.

Exhibit
Number                           Description

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

I.          Incorporated by Reference to the Company's Report on Form 8-K
            dated January 13, 1997 (as amended by a Form 
            8-K/A  dated March 13, 1997):

Exhibit
Number                          Description

10.32   --      Asset Purchase Agreement, dated October 22, 1996 
                by and among Performance Food Group Company, 
		McLane Foodservice - Temple, Inc. and McLane Company, 
                Inc. and an amendment thereto.

J.         Incorporated by Reference to the Company's Report on Form 8-K
           dated May 20, 1997:

Exhibit
Number                          Description

10.33	--	Rights Agreement dated as of May 16, 1997 between 
         Performance Food Group Company and First Union 
	        National Bank of North Carolina, as Rights Agent.


K.      Incorporated by Reference to the Company's Quarterly Report on 
        Form 10-Q for the quarter ended September 27, 1997:

Exhibit
Number                          Description

10.34	--	Amendment No. 1 to Revolving Credit Agreement dated as 
                of August 28, 1997 by and among Performance 
		Food Group Company and First Union National Bank.

10.35	--	Participation Agreement dated as of August 29, 1997 among 
                Performance Food Group Company, First 
		Security Bank, National Association and First Union 
                National Bank (as agent for the Lenders and Holders).

10.36	--	Lease Agreement dated as of August 29, 1997 between First 
                Security Bank, National Association and 
		Performance Food Group Company.

L.       Filed herewith:

Exhibit
Number                           Description

10.37	--	Second Amendment to Revolving Credit Agreement dated 
                December 15, 1997 by and among Performance
		Food Group Company and First Union National Bank.


Exhibit
Number                           Description

10.38   --      Form of Change in Control Agreement dated October 29, 1997
                with Blake P. Auchmoody, John Austin, Roger L. Boeve,
                John R. Crown, Charles M. Gray, Thomas Hoffman, Mark
                Johnson, Ken Peters, Robert C. Sledd and David W. Sober.

10.39   --      Form of Change in Control Agreement dated October 29, 1997
                with certain key executives.
                
21      --      List of Subsidiaries.

23.1    --      Consent of Independent Auditors.

27      --      Financial Data Schedule (SEC purposes only).

(b)     During the fourth quarter ended December 27, 1997, the
        Company filed no reports on Form 8-K.


                                 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 24, 1998.

                               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      Chairman, Chief Executive Officer      March 24, 1998
Robert C. Sledd         and Director [Principal Executive
                        Officer



/s/ C. Michael Gray    President, Chief Operating Officer     March 24, 1998
C. Michael Gray        and Director

/s/ Roger L. Boeve     Executive Vice President and Chief      March 24, 1998
Roger L. Boeve         Financial Officer [Principal 
                       Financial Officer and Principal 
                       Accounting Officer]


/s/ David W. Sober     Vice President and Secretary            March 24, 1998
David W. Sober

/s/ Charles E. Adair   Director                                March 24, 1998
Charles E. Adair

/s/ Jerry J. Caro      Director                                March 24, 1998
Jerry J. Caro

/s/ Fred C. Goad, Jr.  Director                                March 24, 1998
Fred C. Goad, Jr.

/s/ Timothy M. Graven  Director                                March 24, 1998
Timothy M. Graven
<PAGE>
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 27, 
1997 and December 28, 1996, 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 27, 1997.  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 include 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 27, 1997 and 
December 28, 1996, and the results of their operations and their cash flows 
for each of the fiscal years in the three-year period ended December 27, 
1997, in conformity with generally accepted accounting principles.


                                  /s/ KPMG PEAT MARWICK LLP


Richmond, Virginia
February 9, 1998

                                F-1
<PAGE>


CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                         December 27,   December 28,
(Dollar amounts in thousands, except per share amounts)     1997           1996 
<S>                                                          <C>            <C>

ASSETS
Current assets:
  Cash                                                  $   3,653     $   5,557 
  Trade accounts and notes receivable, less
    allowance for doubtful accounts of $2,680
      and $2,300                                           80,054        55,689 
  Inventories                                              72,951        48,005 
  Prepaid expenses and other current assets                 2,548         1,405 
  Deferred income taxes                                       388         2,771 
      Total current assets                                159,594       113,427 
Property, plant and equipment, net                         71,810        55,697 
Goodwill, net of accumulated amortization of
  $1,866 and $1,089                                        52,189        11,760 
Other intangible assets, net of accumulated
  amortization of $1,068 and $928                           3,508           991 
Other assets                                                1,782         1,022 
      Total assets                                      $ 288,883     $ 182,897 

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:                                    
  Outstanding checks in excess of deposits              $  19,859     $  12,895 
  Current installments of long-term debt                      689           650 
  Trade accounts payable                                   67,455        44,494 
  Accrued expenses                                         16,896        10,984 
  Income taxes payable                                      1,911         1,437 
      Total current liabilities                           106,810        70,460 
Long-term debt, excluding current installments             44,577         7,225 
Deferred income taxes                                       3,523         4,077 
      Total liabilities                                   154,910        81,762 
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;12,483,110 shares and  11,663,015
      shares issued and outstanding                           125           117 
  Additional paid-in capital                               87,198        68,083 
  Retained earnings                                        50,017        36,770 
                                                          137,340       104,970 
  Loan to leveraged employee stock ownership plan          (3,367)       (3,835)
      Total shareholders' equity                          133,973       101,135 
Commitments and contingencies (notes 4, 7, 8, 10,
  11, 12 and 14)
      Total liabilities and shareholders' equity       $  288,883     $ 182,897 

See accompanying notes to consolidated financial statements.
</TABLE>
                              F-2


CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
                                                          Fiscal Year Ended
                                               December 27,  December 28, December 30,

(Dollar amounts in thousands, except per
   share amounts)                                 1997           1996        1995
<S>                                                <C>            <C>         <C> 

Net sales                                     $ 1,230,078    $  784,219   $ 664,123 
Cost of goods sold                              1,074,154       673,407     568,097 
  Gross profit                                    155,924       110,812      96,026 
Operating expenses                                132,494        92,227      80,302 
  Operating profit                                 23,430        18,585      15,724 
Other income (expense):
 Interest expense                                  (1,991)         (627)     (2,727)
 Other, net                                           105           176          14 
  Other expense, net                               (1,886)         (451)     (2,713)
  Earnings before income taxes                     21,544        18,134      13,011 
Income tax expense                                  8,297         7,145       5,088 
  Net earnings                                $    13,247     $  10,989    $  7,923 

Weighted average common shares
  outstanding                                      11,960        11,209       9,190 
Basic net earnings  per common share          $      1.11     $    0.98    $   0.86 

Weighted average common shares and 
  potential dilutive common shares
    outstanding                                    12,491        11,686       9,631 
Diluted net earnings  per common share        $      1.06     $    0.94     $  0.82 

See accompanying notes to consolidated financial statements.
</TABLE>
                                  F-3

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                Loan to       Total
                                   Common stock       Additional     Retained  leveraged    shareholders'
(Dollar amounts in thousands)    Shares    Amount   paid-in capital  earnings     ESOP         equity
 <S>                               <C>       <C>        <C>             <C>       <C>           <C>                      

Balance at December 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 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 
 Issuance of shares for 
  acquisitions                    660,827      6        16,509                -          -     16,515 
 Employee stock option, 
  incentive and purchase plans
   and related income tax 
    benefits                      159,268      2         2,606                -          -      2,608 
 Principal payments on loan 
  to leveraged ESOP                     -      -             -                -        468        468 
 Net earnings                           -      -             -           13,247          -     13,247 
Balance at December 27,1997    12,483,110  $ 125      $ 87,198        $  50,017   $ (3,367) $ 133,973 

See accompanying notes to consolidate financial statements.
</TABLE>
                                  F-4
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                        Fiscal Year Ended
                                            December 27,  December 28, December 30,
(Dollar amounts in thousands)                   1997          1996        1995 
<S>                                              <C>           <C>         <C>
Cash flows from operating  activities: 
 Net earnings                                 $ 13,247     $ 10,989      $ 7,923 
 Adjustments to reconcile net earnings 
  to net cash provided by operating 
   activities:
    Depreciation and amortization                7,843        5,484        5,319 
    ESOP contributions applied to principal 
     of ESOP debt                                  468          420          362 
    Gain on disposal of property, plant and 
     equipment                                     (58)         (53)         (97)
    Deferred income taxes                        1,241           53         (276)
    Gain on insurance settlement                (1,300)           -            - 
    Loss on write-off of leasehold improvements  1,287            -            - 
    Changes in operating assets and liabilities, 
     net of effects of companies acquired:
       Increase in trade accounts and notes 
        receivable                              (3,347)     (11,425)      (6,165)
       Increase in inventories                  (6,904)     (10,161)      (6,363)
       (Increase) decrease in prepaid expenses 
        and other current assets                  (799)         (74)         546 
       Increase in trade accounts payable       11,196       12,551        3,920 
       Increase in accrued expenses                933          898        2,089 
       Increase in income taxes payable            432        1,239           76 
       Total adjustments                        10,992       (1,068)        (589)
       Net cash provided by operating 
        activities                              24,239        9,921        7,334 
Cash flows from investing activities, net 
 of effects of companies acquired:
   Purchases of property, plant and equipment   (8,284)      (9,074)     (13,921)
   Proceeds from sale of property, plant and 
     equipment                                     160          196          463 
   Net cash paid for acquisitions              (54,631)           -      (22,542)  
   Net proceeds from insurance settlement        4,200            -            -
   Increase in intangibles and other assets       (635)        (416)           -
       Net cash used by investing activities   (59,190)      (9,294)     (36,000)
Cash flows from financing activities:
   Increase (decrease) in outstanding checks 
     in excess of deposits                       3,929         (896)       5,263 
   Net proceeds from (payments on) revolving 
     credit facility                            27,183       (1,622)       2,798 
   Proceeds from issuance of long-term debt          -            -       22,715 
   Principal payments on long-term debt           (673)     (30,722)        (756)
   Net proceeds from stock offering                  -       33,329            -
   Employee stock option, incentive and purchase 
    plans and related income tax benefit         2,608          606         1,243 
   Net cash provided by financing activities    33,047          695        31,263 
Net increase (decrease) in cash                 (1,904)       1,322         2,597 
Cash at beginning of year                        5,557        4,235         1,638 
Cash at end of year                            $ 3,653      $ 5,557      $  4,235 

See accompanying notes to consolidated financial statements.
</TABLE>
                                 F-5
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
____________________________________________________________

 
December 27, 1997 and December 28, 1996

1.	Description of Business

Performance Food Group Company and subsidiaries (the 
"Company") 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 operates through the following subsidiaries and 
division:  Pocahontas Foods, USA, Inc.; Caro Foods, Inc. and 
subsidiaries ("Caro"); Kenneth O. Lester Company, Inc. ("KOL"); 
Hale Brothers/Summit, Inc.; Milton's Foodservice, Inc. 
("Milton's"); Performance Food Group of Texas, LP ("PFG of 
Texas"); W.J. Powell Company, Inc. ("Powell"); AFI Food Service 
Distributors, Inc. ("AFI"); 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 27, 
1997, December 28, 1996 and December 30, 1995 (all 52 week 
years) are referred to herein as 1997, 1996 and 1995, respectively.

2.	Summary of Significant Accounting Policies

	(a)	Principles of Consolidation

The consolidated financial statements include the accounts of 
Performance Food Group Company and its wholly-owned 
subsidiaries.  All significant intercompany balances and 
transactions have been eliminated.

	(b)	Revenue Recognition and Receivables

Sales are recognized upon the shipment of goods to the customer.  
Trade accounts and notes receivable represent receivables from 
customers in the ordinary course of business.  Such amounts are 
recorded net of the allowance for doubtful accounts in the 
accompanying consolidated balance sheets.  The provision for 
doubtful accounts recorded by the Company was approximately 
$331,000, $1,150,000 and $1,762,000 in 1997, 1996 and 1995, 
respectively.

(c)	Inventories

The Company values inventory at the lower of cost or market using 
both the first-in, first-out (FIFO) and last-in, first-out (LIFO) 
methods.  Approximately 8% of the Company's inventories are 
accounted for using the LIFO 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.



                                F-6

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

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

(f)	Intangible Assets

Intangible assets consist primarily of the excess of the purchase 
price over the fair value of tangible net assets 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.  
Amortization expense on these assets is combined with depreciation 
expense in these consolidated financial statements.

(g)	Net Earnings Per Common Share

During 1997, the Financial Accounting Standards Board issued 
SFAS No. 128, Earnings Per Share, which requires the 
presentation of both basic and diluted earnings per share.  Basic 
earnings per share is computed using the weighted average number 
of common shares outstanding during the period.  Diluted earnings 
per share is calculated using the weighted average common shares 
and potential dilutive common shares, calculated using the treasury 
stock method, outstanding during the period.  Potential dilutive 
common shares consist of options issued under various stock plans 
described in note 12, which represent dilutive shares in accordance 
with SFAS No. 128.

	(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 12).

	(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.
		



                                F-7

(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 27, 1997 and 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 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 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 1996 and 1995 consolidated financial 
statements have been reclassified to conform with the 1997 
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 
22%, 30% and 29% of consolidated net sales for 1997, 1996 and 
1995, respectively. Net sales to Outback accounted for 16%, 19% 
and 15% of consolidated net sales for 1997, 1996 and 1995, 
respectively.  At December 27, 1997, amounts receivable from 
these two customers represented 16% of total trade receivables.

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

4.	Business Combinations

On December 30, 1996, the Company acquired certain net assets of 
McLane Foodservice-Temple, Inc. ("McLane Foodservice"), which 
was a wholly-owned subsidiary of McLane Company, Inc., based in 
Temple, Texas.  McLane Foodservice had 1996 net sales of 
approximately $180 million.  The Company operates the former 
business of McLane Foodservice as PFG of Texas through 
distribution centers in Temple and Victoria, Texas that provide food 
and food-related products to traditional foodservice customers as 
well as multi-unit chain restaurants and vending customers.  The 
purchase price of approximately $30.5 million was financed with 
proceeds from an existing credit 

                               F-8

facility.  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. 

During 1997, the Company completed the acquisitions of a number 
of foodservice distributors, including the acquisition of Tenneva 
Foodservice, Inc. ("Tenneva") on April 11, 1997, Central Florida 
Finer Foods, Inc. ("CFFF") on May 12, 1997, Powell on June 28, 
1997 and AFI on October 31, 1997.  The operations of Tenneva and 
CFFF have been combined with the operations of certain of the 
Company's existing subsidiaries.  Collectively, these companies 
had 1996 net sales of approximately $130 million.  The aggregate 
purchase price of the acquisitions was approximately $39 million, 
plus the assumption of approximately $12 million of debt.  The 
aggregate purchase price for the acquisitions was financed by 
issuing 660,827 shares of the Company's commons stock, $7 million 
of promissory notes due January 2, 1998 and the remainder with 
proceeds from the Credit Facility.  The aggregate consideration 
payable to the former shareholders of Powell and AFI is subject to 
increase in certain circumstances.

These acquisitions have been accounted for using the purchase 
method and, accordingly, the acquired assets and liabilities have 
been recorded at their estimated fair values at the date of 
acquisition.  The excess of the purchase price over the fair value of 
tangible net assets acquired was approximately $44.2 million and is 
being amortized on a straight-line basis over estimated lives ranging 
from 5 to 40 years.

The consolidated statements of earnings and cash flows reflect the 
results of these acquired companies from the date of acquisition 
through December 27, 1997.  The unaudited consolidated results of 
operations on a pro forma basis as though these acquisitions had 
been consumated as of the beginning of 1996 are as follows (in 
thousands, except per share amounts):


                                        1997            1996

Net sales                         $  1,314,211       $ 1,074,914
Gross profit                           171,176           155,339
Net earnings                            13,172            11,721
Basic net earnings per common
 share                                    1.06              0.99
Diluted net earnings per common
 share                            $       1.02       $      0.95

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

5.	Property, Plant and Equipment

Property, plant and equipment as of December 27, 1997 and 
December 28, 1996 consist of the following (in thousands):



                                           1997               1996 
Land                                    $  3,638            $  3,136
Buildings and building improvements       53,815              41,833
Transportation equipment                  14,408               9,911
Warehouse and plant equipment             22,690              20,398
Office equipment, furniture and fixtures  10,957               8,000
Leasehold improvements                     1,089               3,095
Construction-in-process                    1,770               2,160
                                         108,367              88,533 
Less accumulated depreciation and
 amortization                             36,557              32,836 

    Property, plant and equipment, net  $ 71,810             $55,697

                                        F-9


6.	Supplemental Cash Flow Information (in thousands)


                                                 1997     1996    1995
Cash paid during the year for:
   Interest                                  $  1,816   $   816  $  2,540
   Income taxes                              $  6,583   $ 5,853  $  5,011 
Effects of companies acquired:
   Fair value of assets acquired             $101,536   $     -  $ 32,544
   Fair value of liabilities assumed          (30,390)        -   (10,002)
   Stock issued for acquisitions              (16,515)        -         -
   Net cash paid for acquisitions            $ 54,631   $     -  $ 22,542
Non-cash financing activities:
   Retirement of common stock in 
     connection with exercise of 
       employee stock options                $      -   $     -  $    331

7.  Long-term Debt

    Long-term debt as of December 27, 1997 and December 28, 1996 
    consists of the following (in thousands):


                                                        1997         1996     

Revolving credit facility                            $ 34,284      $ 3,621
Promissory notes payable                                7,278            -
ESOP loan                                               3,367        3,835
Other notes payable                                       337          419
                                                       45,266        7,875
Less current maturities                                   689          650
   Long-term debt, excluding current installments    $ 44,577      $ 7,225

Revolving Credit Facility

The Company has a $50.0 million revolving credit facility (the "Credit 
Facility") with a commercial bank which expires in February 2001.  
The Credit Facility supports up to $5.0 million letters of credit.  At 
December 27, 1997, the Company was contingently liable for 
outstanding letters of credit of $4.1 million, which reduced amounts 
available under the Credit Facility.  The Credit Facility bears interest at 
LIBOR plus a spread over LIBOR, which varies based on the ratio of 
funded debt to total capital.  At December 27, 1997, the interest rate on 
the Credit Facility was 6.14%.  The weighted average interest rate for 
1997 was 5.71%.  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.  Subsequent 
to year end, the Company amended the Credit Facility to increase 
amounts available under the facility to $60.0 million.

Promissory Notes Payable

On October 31, 1997, the Company issued promissory notes to former 
shareholders of AFI in connection with that purchase business 
combination (see note 4), which are payable on January 2, 1998. The 
notes bear interest at the same rate as the Company's Credit Facility.  
The promissory notes are secured by $7.3 million of letters of credit 
obtained from a commercial bank.  Subsequent to year end, the 
promissory notes were paid with proceeds from the Credit Facility and, 
accordingly, are classified as non-current.  

                                F-10


ESOP Loan

The Company sponsors a leveraged employee stock ownership plan that 
was financed with proceeds of a note payable to a commercial bank (the 
"ESOP loan").  The ESOP loan is secured by the common stock of the 
Company acquired by the employee stock ownership plan and is 
guaranteed by the Company.  The loan is payable in quarterly 
installments of $170,000 which includes interest based on LIBOR plus 
a spread over LIBOR (5.74% at December 27, 1997).  The loan 
matures in 2003.

Maturities of long-term debt are as follows (in thousands):

        1998                            $    689
        1999                               7,894
        2000                                 578
        2001                              34,898
        2002                                 637
        Thereafter                           570
     Total maturities of long-term debt $ 45,266

8. Shareholders' Equity

In March 1996, the Company completed an 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 long 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.

In May 1997, the Company's Board of Directors declared a dividend of 
one Stock Purchase Right (a "Right") per share of the Company's 
common stock outstanding on May 30, 1997.  A Right will also 
accompany each share of common stock issued subsequent to that date.  
Each Right, when it first becomes exercisable, entitles the holder to 
purchase from the Company one-hundredth of one share of Preferred 
Stock, at an initial exercise price of $100 per one-hundredth of one 
share.

9. Leases

The Company leases various warehouse and office facilities and certain 
equipment under long-term operating lease agreements that expire at 
various dates.  At December 27, 1997, the Company is obligated under 
operating lease agreements to make future minimum lease payments as 
follows (in thousands):


         1998                              $  8,102 
         1999                                 7,796
         2000                                 6,775 
         2001                                 5,275
         2002                                 4,479
         Thereafter                          25,821
     Total minimum lease payments          $ 58,248




                                 F-11

Total rental expenses for operating leases in 1997, 1996 and 1995 was 
approximately  $9,075,000, $7,900,000 and $6,177,000, respectively.								
	
On September 12, 1997, the Company completed a $42.0 million master 
operating lease agreement to construct new distribution centers planned 
to become operational in 1998.  Under this agreement, the lessor owns 
the distribution centers, incurs the related debt to construct the facilities 
and thereafter leases each facility to the Company.  The Company has 
entered into a commitment to lease each facility for a period beginning 
upon completion of each property and ending on September 12, 2002, 
including extensions.  Upon the expiration of each lease, the Company 
has the option to renegotiate the lease, sell the facility to a third party or 
purchase the facility at its original cost.  If the Company does not 
exercise its purchase options, the Company has significant residual 
value guarantees of each property.  The Company expects the fair value 
of the properties included in this agreement to eliminate or substantially 
reduce the Company's exposure under the residual value guarantee.  At 
December 27, 1997, construction has commenced on one facility with 
expenditures to date of approximately $1.1 million, which costs have 
been borne by the lessor.  Total expenditures for this facility are 
anticipated to be approximately $13 million.

10.	Income Taxes								
									
	Income tax expense (benefit) consists of the following (in thousands):								

                                        1997     1996      1995 

Current:
  Federal                            $ 6,800  $ 6,530   $ 4,874 
  State                                  256      562       490 
                                       7,056    7,092     5,364 


Deferred:
  Federal                              1,174       41      (235)
  State                                   67       12       (41)
                                       1,241       53      (276)
     Total income tax expense        $ 8,297   $ 7,145   $ 5,088  

The effective income tax rates for 1997, 1996 and 1995 were 38.5%, 
39.4% and 39.1%, 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):										


                                                     1997    1996     1995 

Federal income taxes computed at statutory rate  $  7,441  $ 6,247  $ 4,454 
Increase in income taxes resulting from:
  State income taxes, net of Federal income tax 
     benefit                                          210      372      292 
  Non-deductible expenses                             135      107       88
  Amortization of goodwill                            164      139      194 
  Other, net                                          347      280       60
         Total income tax expense                 $ 8,297  $ 7,145  $ 5,088 

                                    F-12
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 27, 1997 and December 28, 1996 are 
as follows (in thousands):	
						
                                                      1997        1996 

Deferred tax assets:
 Allowance for doubtful accounts                   $   945      $  906 
 Inventories, principally due to costs 
   capitalized for tax purposes in excess 
     of those capitalized for financial 
        statement purposes                             814         588  
 Reserves for incurred but not reported 
  self-insurance claims                              1,114        1,343 
 State operating loss carryforwards                    551          924 
 Other                                                 372          120
        Total gross deferred tax assets              3,796        3,881
 Less valuation allowance                             (258)        (627)
 Net deferred tax assets                             3,538        3,254

Deferred tax liabilities:
 Property, plant and equipment                      (3,513)      (4,337)
 Inventories, due to basis differences 
   resulting from acquisitions                      (1,111)           -
 Deferred gain                                      (1,599)           -
 Other                                                (450)        (223)
        Total gross deferred tax liabilities        (6,673)      (4,560)
        Net deferred tax liability                $ (3,135)    $ (1,306)



The net deferred tax liability is presented in the December 27, 
1997 and December 28, 1996 consolidated balance sheets as follows 
(in thousands):			

                                                      1997          1996
Current deferred tax asset                        $    388       $  2,771 
Noncurrent deferred tax Liability                   (3,523)        (4,077)
        Net deferred tax liability                $ (3,135)      $ (1,306)

The net change in the valuation allowance was a decrease of 
$369,000 and $131,000 in 1997 and 1996, respectively, and an 
increase of $84,000 in 1995.  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.

                                    F-13


11. 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 
the ESOP loan.  The Company is required to make contributions to 
the ESOP equal to the principal and interest amounts due on the 
ESOP loan.  Accordingly, the outstanding balance of the ESOP loan 
is included in the Company's consolidated balance sheets as a 
liability with an offsetting amount included as a reduction of 
shareholders' equity.

The ESOP expense recognized by the Company is equal to the 
principal portion of the required payments.  Interest on the ESOP 
loan is recorded as interest expense. The Company contributed 
approximately $680,000 in each of 1997, 1996 and 1995 to the 
ESOP.  These amounts include interest expense on the ESOP loan of 
approximately $212,000, $260,000 and $318,000 in 1997, 1996 and 
1995, respectively.  At December 31, 1997, 902,249 shares had 
been allocated to participant accounts and 541,284 shares were held 
as collateral for the ESOP loan.  

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).  Beginning in 1997, the Company matched one half of the 
first 3% of employee deferrals under the plan.  Total matching 
contributions in 1997 were $549,000.  The Company, at the 
discretion of its board of directors, may make additional 
contributions to the ESOP.  The Company made no discretionary 
contributions under the defined contribution portion of the ESOP in 
1997, 1996 or 1995.
 
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 
$28,000, $37,000 and $38,000 in 1997, 1996 and 1995, 
respectively.

(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.

12.	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 1997, 1996 and 1995 was $ 10.58, 
$11.38 and $9.79, respectively, on the date of grant using the Black-
Scholes option pricing model with the following assumptions:  1997 
- expected dividend yield of 0%, risk free interest rate of 6.14%, 
volatility 46.5% and 
an expected life of 7.6 years; 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%, 




                               F-14

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 1997, 1996 and 1995 would have 
been as follows (in thousands, except per share amounts): 



                                              1997       1996       1995
Net earnings as reported                  $ 13,247   $ 10,989    $ 7,923
Net earnings pro forma                      12,377     10,383      7,759

Basic net earnings per common share as 
 reported                                 $   1.11   $   0.98    $  0.86
Basic net earnings per common share pro       
 forma                                        1.03       0.93       0.84

Diluted net earnings per common share as  
 reported                                 $   1.06   $   0.94    $  0.82
Diluted net earnings per common share pro 
 forma                                        0.99       0.89       0.81

Pro forma net earnings only reflects options granted in 1997, 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 27, 1997, 480,641 
options were outstanding, all of which were exercisable.  No grants 
have been made under the 1989 Plan after July 21, 1993.

The Company sponsors the 1993 Outside Directors Stock Option 
Plan (the "Directors Plan").  A total of 105,000 shares have been 
authorized in the Directors Plan.  The Directors Plan provides for 
an initial 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 2,500 shares at the then current 
market price.  Options granted under the Directors Plan totaled  
7,500 in 1997 and 4,500 in 1996 and 1995.  These options vest one 
year from the date of grant.  At December 27, 1997, 36,750 options 
were outstanding, of which 29,250 were exercisable.

The Company also sponsors the 1993 Employee Stock Incentive 
Plan (the "1993 Plan") that provides for the award of up to 
1,125,000 shares of common stock to officers, key employees and 
consultants of the Company.   Awards under the 1993 Plan may be 
in the form of stock options, stock appreciation rights, restricted 
stock, deferred stock, stock purchase rights or other stock-based 
awards.  The terms of grants under the 1993 Plan are established at 
the date of grant.  No grants of  common stock or related rights were 
made in 1997, 1996 or 1995.  Stock options granted under the 1993 
Plan totaled 122,100, 295,771 and 141,000 for 1997, 1996 and 
1995, respectively.  Options granted in 1997 and 1996 vest four 
years from the date of the grant.  Options granted in 1995 vest 
ratably over a four year period from the date of the grant.  At 
December 27, 1997, 533,248 options were outstanding, of which 
59,557 were exercisable.



                              F-15


The following table summarizes the transactions pursuant to the 
Company's stock option plans for the three-year period ended 
December 27, 1997:





                                          Number of            Option Price
                                            Shares               Per Share
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
                  Granted                  129,600         15.56  to   21.00
                  Exercised                (86,972)         3.67  to   14.50
                  Canceled                  (8,151)         6.05  to   16.50
Outstanding at December 27, 1997         1,050,639       $  3.67  to  $21.00

The following table summarizes information  about stock option 
outstanding at December 27, 1997:


                               Weighted     
                   Options      Average     Weighted   Options     Weighted  
                 Outstanding   Remaining     Average  Exercisable  Average
Range of         at Dec. 27,  Contractual   Exercise  at Dec. 27,  Exercise
Exercise Price       1997        Life         Price      1997       Price

$ 3.67 - $ 6.05    480,641        2.87     $  4.83      480,641    $ 4.83
$ 7.83 - $14.50    428,698        7.75       12.99       82,807     10.21
$15.56 - $21.00    141,300        9.50       17.86        6,000     17.75

                 1,050,639                              569,448



 (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. A total of 262,500 shares have been authorized for the 
Stock Purchase Plan. At December 27, 1997, subscriptions were 
outstanding for approximately 26,000 shares at $18.94 per share 
under the Stock Purchase Plan.

13.	Related Party Transactions

The Company leases land and buildings from certain shareholders 
and members of their families.  The Company made lease payments 
of approximately $604,000, $933,000 and $819,000 in 1997, 1996 
and 1995, 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 $294,000, $1,261,000 
and $1,322,000 in 1997, 1996 and 1995, respectively, to a company 
which is owned by a shareholder of the Company and a member of 
his family, for transportation services.
                                
                                 F-16

14.	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 financial condition or results of 
operations.


                                 F-17
<PAGE>
Independent Auditors' Report on Financial Statement Schedule



The Board of Directors
Performance Food Group Company:

Under date of February 9, 1998, we reported on the consolidated balance 
sheets of Performance Food Group Company and subsidiaries as of 
December 27, 1997 and December 28, 1996, 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 27, 1997, as 
contained in the 1997 annual report to shareholders.  These consolidated 
financial statements and our report thereon are included in the 1997 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 9, 1998


                                   S-1
<PAGE>
	SCHEDULE II

               	PERFORMANCE FOOD GROUP COMPANY AND SUBSIDIARIES

                      	VALUATION AND QUALIFYING ACCOUNTS
                               	(in thousands)



                      Beginning                                        Ending 
                       Balance          Additions         Deductions  Balance
                      _______________________________________________________
                                Charged to    Charged to
                                Expense      Other Accounts
 

Allowance for Doubtful 
  Accounts              
  December 30, 1995      $887     $1,762          $349         $1,229  $1,769

  December 28, 1996    $1,769     $1,150             -           $619  $2,300

  December 27, 1997    $2,300       $331          $648           $599  $2,680


                                        S-2
<PAGE>
                                     Exhibit Index


Exhibit
Number				Description


10.37	- - 	Second Amendment to Revolving Credit Agreement dated 
                December 15, 1997 by and among
                Performance Food Group Company and First Union National 
                Bank.

10.38   --      Form of Change in Control Agreement dated October 29, 1997
                with Blake P. Auchmoody, John Austin, Roger L. Boeve,
                John R. Crown, Charles M. Gray, Thomas Hoffman, Mark
                Johnson, Ken Peters, Robert C. Sledd and David W. Sober.


10.39   --      Form of Change in Control Agreement dated October 29, 1997
                with certain key executives.
              
21      - -     List of Subsidiaries

23.1  - - 	Consent of Independent Auditors.                  

27   	- -	Financial Data Schedule (SEC use only)                         
<PAGE>