EXHIBIT 10.33
                 SECOND AMENDMENT TO CERTAIN
                    OPERATIVE AGREEMENTS

      THIS  SECOND AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS
dated  as of December __, 2000 (this "Amendment") is by  and
among   PERFORMANCE   FOOD  GROUP   COMPANY,   a   Tennessee
corporation  (the  "Lessee"  or the  "Construction  Agent");
FIRST   SECURITY  BANK,  NATIONAL  ASSOCIATION,  a  national
banking  association, not individually  (in  its  individual
capacity,  the  "Trust Company"), but solely  as  the  Owner
Trustee  under the PFG Real Estate Trust 1997-1 (the  "Owner
Trustee", the "Borrower" or the "Lessor"); the various banks
and other lending institutions which are parties hereto from
time  to  time  as  lenders (subject to  the  definition  of
Lenders   in  Appendix  A  to  the  Participation  Agreement
(hereinafter   defined),  individually,   a   "Lender"   and
collectively, the "Lenders"); FIRST UNION NATIONAL  BANK,  a
national  banking association ("First Union"), as the  agent
for  the  Lenders and respecting the Security Documents,  as
the agent for the Lenders and the Holders, to the extent  of
their interests (in such capacity, the "Agent"); the various
banks  and  other lending institutions which are parties  to
the Participation Agreement from time to time as holders  of
certificates  issued  with respect to the  PFG  Real  Estate
Trust  1997-1  (subject  to  the definition  of  Holders  in
Appendix  A to the Participation Agreement, individually,  a
"Holder"  and  collectively,  the  "Holders").   Capitalized
terms used but not otherwise defined in this Amendment shall
have   the  meanings  set  forth  in  Appendix  A   to   the
Participation Agreement.


                    W I T N E S S E T H:

      WHEREAS, the parties to this Amendment are parties  to
that certain Participation Agreement dated as of August  29,
1997 (the "Participation Agreement").

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

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


                      A G R E E M E N T

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

                           PART I
                      AMENDMENTS TO THE
                   PARTICIPATION AGREEMENT

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

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

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

    Level I     >.50 to 1.0                    0.700%        1.300%
    Level II    >.40 to 1, but <=.50 to 1.0    0.575%        1.175%
    Level III   >.30 to 1, but <=.40 to 1.0    0.450%        1.050%
    Level IV    <=.30 to 1.0                   0.375%        0.975%

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

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

     "Capital  Lease" means, with respect to the Lessee  and
its Subsidiaries, any lease of any property that should,  in
accordance with GAAP, be classified and accounted for  as  a
capital lease on a Consolidated balance sheet of the  Lessee
and its Subsidiaries.

     "Capitalization" means, with respect to the Lessee  and
its  Subsidiaries  at any date and without duplication,  the
sum of the following calculated in accordance with GAAP: (a)
Total Debt plus (b) Consolidated Stockholders' Equity.

     "Consolidated"  means,  when  used  with  reference  to
financial  statements or financial statement  items  of  the
Lessee and its Subsidiaries, such statements or items  on  a
consolidated basis in accordance with applicable  principles
of consolidation under GAAP.

     "Debt"  means,  with  respect to  the  Lessee  and  its
Subsidiaries at any date and without duplication, the sum of
the   following  calculated  on  a  Consolidated  basis   in
accordance  with GAAP: (a) all liabilities, obligations  and
indebtedness for borrowed money including but not limited to
obligations evidenced by bonds, debentures, notes  or  other
similar instruments of the Lessee or any Subsidiary thereof,
(b)  all  obligations to pay the deferred purchase price  of
property  or  services  of  the  Lessee  or  any  Subsidiary
thereof, including without limitation all obligations  under
non-competition agreements but excluding (i) trade  payables
arising  in  the ordinary course of business  and  (ii)  all
amounts payable under any earn-out agreement unless any such
earn-out  payment  is payable in cash and  has  been  deemed
earned   and  required  to  be  included  on  the  financial
statements  of  the  Lessee  or any  Subsidiary  thereof  in
accordance with GAAP, (c) all obligations of the  Lessee  or
any  Subsidiary thereof as lessee under Capital Leases,  (d)
all  Debt of any other Person secured by a Lien on any asset
of  the  Lessee or any Subsidiary thereof, (e) all  Guaranty
Obligations   of  the  Lessee  or  any  Subsidiary   thereof
(excluding  any  Guaranty Obligations on  account  of  trade
payables  arising in the ordinary course of  business),  (f)
all  obligations, contingent or otherwise, of the Lessee  or
any  Subsidiary  thereof relative  to  the  face  amount  of
letters  of credit, whether or not drawn, including  without
limitation   any  Reimbursement  Obligation,  and   banker's
acceptances  issued for the account of  the  Lessee  or  any
Subsidiary thereof, (g) all obligations of the Lessee or any
Subsidiary thereof to redeem, repurchase, exchange,  defease
or  otherwise make payments in respect of capital  stock  or
other securities of the Lessee or any Subsidiary thereof and
(h) all obligations incurred by the Lessee or any Subsidiary
thereof pursuant to Hedging Agreements.

     "ELLF"  means, at any date with respect to  Lessee  and
its  Subsidiaries,  any synthetic lease,  end  loaded  lease
financing, tax retention operating lease, off-balance  sheet
loan or similar off-balance sheet financing product to which
Lessee  or  any  Subsidiary thereof is a party,  where  such
transaction  is  considered borrowed money indebtedness  for
tax  purposes  but  is classified as an operating  lease  in
accordance with GAAP on a consistent basis.

      "Facility  Fee" shall mean, collectively,  the  Holder
Facility Fee and the Lender Facility Fee.

      "Facility  Fee  Payment  Date"  shall  mean  the  last
Business Day of each March, June, September and December and
the Expiration Date.

     "Guaranty Obligation" means, with respect to Lessee and
its   Subsidiaries,  without  duplication,  any  obligation,
contingent  or  otherwise, of any such  Person  pursuant  to
which such Person has directly or indirectly guaranteed  any
Debt  or  other obligation of any other Person and,  without
limiting  the  generality of the foregoing, any  obligation,
direct  or  indirect, contingent or otherwise, of  any  such
Person  (a)  to purchase or pay (or advance or supply  funds
for   the  purchase  or  payment  of)  such  Debt  or  other
obligation   (whether  arising  by  virtue  of   partnership
arrangements, by agreement to keep well, to purchase assets,
goods,  securities  or  services,  to  take-or-pay,  or   to
maintain financial statement condition or otherwise) or  (b)
entered into for the purpose of assuring in any other manner
the  obligee of such Debt or other obligation of the payment
thereof  or to protect such obligee against loss in  respect
thereof  (in  whole  or in part); provided,  that  the  term
Guaranty  Obligation  shall  not  include  endorsements  for
collection or deposit in the ordinary course of business.

     "Hedging Agreement" means any agreement with respect to
an  interest rate swap, collar, cap, floor or a forward rate
agreement  or  other  agreement  regarding  the  hedging  of
interest  rate  risk  exposure executed in  connection  with
hedging  the  interest  rate exposure  of  Lessee,  and  any
confirming   letter  executed  pursuant  to   such   hedging
agreement, all as amended, restated or otherwise modified.

      "Holder Facility Fee" shall have the meaning given  to
such term in Section 9.4 of the Participation Agreement.

      "Lender Facility Fee" shall have the meaning given  to
such term in Section 9.4 of the Participation Agreement.

      "Lessee  Credit  Agreement" shall  mean  that  certain
Credit  Agreement dated as of March 5, 1999 among the Lessee
and the lenders referred to therein and First Union National
Bank,  as  Administrative Agent, as such  may  hereafter  be
amended,  modified, supplemented, restated  and/or  replaced
from time to time.

     "Leverage Ratio" shall mean the ratio of Total Debt  to
Capitalization.

      "Officer's  Compliance  Certificate"  shall  have  the
meaning  given  to such term in Section 7.2  of  the  Lessee
Credit Agreement.

     "Reimbursement Obligation" means the obligation of  the
Lessee  to reimburse the Issuing Lender pursuant to  Section
3.5  of the Lessee Credit Agreement for amounts drawn  under
Letters of Credit.

      "Total  Debt"  means, as of any date of  determination
with  respect  to  the  Lessee and  its  Subsidiaries  on  a
Consolidated basis without duplication, the sum of (a)  Debt
plus  (b)  all outstanding indebtedness obligations actually
incurred under or on account of any ELLF, each in accordance
with GAAP.

2.    Section 9.4 of the Participation Agreement  is  hereby
amended to read as follows:

     The  Lessee agrees to pay or to cause to be paid to the
     Agent for the account of (a) the Lenders, respectively,
     a facility fee (the "Lender Facility Fee") equal to the
     product  of the aggregate Commitments multiplied  by  a
     rate   of   0.150%  per  annum  and  (b)  the  Holders,
     respectively,  a  facility fee  (the  "Holder  Facility
     Fee")  equal  to  the product of the  aggregate  Holder
     Commitments multiplied by a rate of 0.150%  per  annum.
     Such  Facility  Fees  shall  be  payable  quarterly  in
     arrears on each Facility Fee Payment Date.  If all or a
     portion of any such Facility Fee shall not be paid when
     due,  such overdue amount shall bear interest,  payable
     by  the Lessee on demand, at a rate per annum equal  to
     the  ABR (or in the case of Holder Yield, the ABR  plus
     the   Applicable   Percentage  for  Eurodollar   Holder
     Advances) plus two percent (2%) from the date  of  such
     non-payment until such amount is paid in full (as  well
     as before judgment).

                           PART II
                        MISCELLANEOUS

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

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

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

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

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

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

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

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


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


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

                              By:
                              Name:
                              Title:


                              FIRST SECURITY BANK, NATIONAL
                              ASSOCIATION, not individually,
                              except as expressly stated
                              herein, but solely as the
                              Owner Trustee under the PFG
                              Real Estate Trust 1997-1

                              By:
                              Name:
                              Title:


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

                              By:
                              Name:
                              Title:


                              SUNTRUST BANK, ATLANTA, as a
                              Holder and as a Lender

                              By:
                              Name:
                              Title:

                              By:
                              Name:
                              Title:


                              HIBERNIA NATIONAL BANK,  as  a
                              Lender

                              By:
                              Name:
                              Title: