SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

           (Mark One)

             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1994

                   For the quarterly period ended December 28, 1996

                                       OR

              ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1994

                    For the transition period from ___ to ___

                         Commission File Number: 0-24954

                              JP FOODSERVICE, INC.

             (Exact name of registrant as specified in its charter)

                     Delaware                     52-1634568
             (State or other jurisdiction of    (I.R.S. Employer
               incorporation or organization)   identification No.)

                         9830 Patuxent Woods Drive 21046
                          Columbia, Maryland (Zip Code)
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (410) 312-7100

                                 Not Applicable

              (Former name, former address and former fiscal year,
                          if changed since last report)

     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

     The number of shares of the  registrant's  common stock, par value $.01 per
     share, outstanding at February 11, 1997 was 22,235,099 shares.


<PAGE>



                              JP FOODSERVICE, INC.

                                      INDEX


Part I.   Financial Information                                         Page No.

          Item 1.  Financial Statements

                    Condensed Consolidated Balance Sheets
                      June 29, 1996 and December 28, 1996                   1

                    Condensed Consolidated Statements of Operations
                         Three and six months ended December 30, 1995
                          and December 28, 1996                             2

                    Condensed Consolidated Statements of Cash Flows
                         Six months ended December 30, 1995
                         and December 28, 1996                              3

                    Notes to Condensed Consolidated Financial Statements  4 - 5

          Item 2.   Management's Discussion and Analysis of Financial     6 - 7
                       Condition and Results of Operations

Part II.  Other Information

          Item 4.   Submission of Matters to a Vote of Security Holders     8

          Item 6.   Exhibits and Reports on Form 8-K                        8


<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


                              JP FOODSERVICE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

         ASSETS                                              June       December
                                                           29, 1996     28, 1996
                                                           --------     --------
<S>                                                        <C>          <C>    
Current assets
       Cash and cash equivalents .....................     $ 12,224     $  6,774
       Receivables, net ..............................      154,405      192,549
       Inventories ...................................       84,138      101,129
       Other current assets ..........................        9,556       13,306
                                                           --------     --------

              Total current assets ...................      260,323      313,758
                                                           --------     --------

Property and equipment, net ..........................      104,258      131,407

Goodwill and other noncurrent assets .................       83,698      106,684
                                                           --------     --------

Total assets .........................................     $448,279     $551,849
                                                           ========     ========

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
       Current obligations under capital leases ......     $  5,072     $  5,884
       Revolving bank line of credit .................        5,300
       Current portion of long-term debt .............          895           
       Current portion of subordinated debt
          with related parties .......................        3,622
       Accounts payable ..............................      110,230       87,163
       Accrued expenses ..............................       14,338       20,463
                                                           --------     --------

              Total current liabilities ..............      139,457      113,510
                                                           --------     --------

Noncurrent liabilities
       Long-term debt ................................      145,040      200,516
       Subordinated debt with related parties ........        5,958        4,472
       Obligations under capital leases ..............       17,649       19,781
       Noncurrent deferred tax liability .............       12,026       12,278
                                                           --------     --------

              Total noncurrent liabilities ...........      180,673      237,047
                                                           --------     --------

              Total liabilities ......................      320,130      350,557
                                                           --------     --------

       Commitments and contingent liabilities

Stockholders' equity .................................      128,149      201,292
                                                           --------     --------

Total liabilities and stockholders' equity ...........     $448,279     $551,849
                                                           ========     ========

</TABLE>










                     SEE ACCOMPANYING NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS

                                        1

<PAGE>



                              JP FOODSERVICE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except share and per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                    Three Months Ended       Six Months Ended
                                    ------------------       ----------------
                                   December    December    December    December 
                                   30, 1995    28, 1996    30, 1995    28, 1996
                                   --------    --------    --------    --------
<S>                              <C>         <C>         <C>         <C>    

Net sales .......................$  353,525  $  422,602  $  709,848  $  836,964
Cost of sales ...................   292,900     348,759     588,461     692,390
                                 ----------  ----------  ----------  ----------
Gross profit ....................    60,625      73,843     121,387     144,574
Operating expenses ..............    49,584      59,120      99,736     116,787
Amortization of intangible assets       585         785       1,150       1,382
                                 ----------  ----------  ----------  ----------

Income from operations ..........    10,456      13,938      20,501      26,405
Interest expense ................     3,882       4,173       7,475       7,827
Nonrecurring acquisition
 charges (Note 6) ...............                   100                   5,400
                                 ----------  ----------  ----------  ----------

Income before income taxes ......     6,574       9,665      13,026      13,178
Provision for income taxes ......    (2,718)     (4,951)     (5,483)     (6,410)
                                 ----------  ----------  ----------  ----------
Net income ......................$    3,856  $    4,714  $    7,543  $    6,768
                                 ==========  ==========  ==========  ==========

Net income per common share .....$     0.21  $     0.21  $     0.40  $     0.32
                                 ==========  ==========  ==========  ==========

Weighted average number of shares
   of common stock outstanding ..18,770,025  22,212,315  18,763,422  21,425,998
</TABLE>



































                     SEE ACCOMPANYING NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS

                                        2

<PAGE>



                              JP FOODSERVICE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              Six Months Ended
                                                              ----------------
                                                            December    December
                                                            30, 1995    28, 1996
                                                           ---------   ---------
<S>                                                        <C>         <C>    

Cash Flows from operating activities
      Net income ......................................... $  4,714    $  6,768
      Adjustments to reconcile net income to net
            cash used in operating activities
           Depreciation and amortization .................    6,408       9,076
           Other adjustments .............................    2,665      (1,302)
      Changes in working capital, net of effects
         from acquisitions................................  (31,377)    (67,675)
                                                           --------    --------
Net cash used in operating activities ....................  (17,590)    (53,133)
                                                           --------    --------

Cash flows from investing activities
      Additions to property and equipment ................   (5,116)    (18,575)
      Acquisitions of businesses, net of cash acquired ...   (2,738)    (47,132)
      Other ..............................................                5,500
                                                           --------    --------
Net cash used in investing activities ....................   (7,854)    (60,207)
                                                           --------    --------

Cash flows from financing activities
      Proceeds from public stock offering ................               66,525
      Increase in long term debt .........................   19,096      44,206
      Principal payments under capital lease obligations .   (2,224)     (2,837)
      Distributions to stockholders of acquired businesses   (1,039)       (662)
      Proceeds from employee stock purchases .............      337         658
                                                           --------    --------
Net cash provided by financing activities ................   16,170     107,890
                                                           --------    --------

Net decrease in cash and cash equivalents ................   (9,274)     (5,450)

Cash and cash equivalents
      Beginning of period ................................   15,690      12,224
                                                           --------    --------
      End of period ...................................... $  6,416    $  6,774
                                                           ========    ========

</TABLE>




















                     SEE ACCOMPANYING NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS

                                        3

<PAGE>



                              JP FOODSERVICE, INC.
                         NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The Condensed  Consolidated  Financial  Statements of JP Foodservice,  Inc. (the
"Company") at December 28, 1996 and for the three and six months ended  December
30, 1995 and December 28, 1996,  included herein are unaudited,  but include all
adjustments  (consisting only of normal  recurring  entries) which the Company's
management  believes to be necessary for the fair  presentation of the financial
position,  results of  operations  and cash flows of the  Company at and for the
periods  presented.  Interim results are not  necessarily  indicative of results
that may be expected for the full year.

The  Condensed   Consolidated   Financial  Statements  and  related  notes  give
retroactive  effect to the mergers with Valley  Industries,  Inc. (together with
its  affiliates,  "Valley") and Squeri Food  Service,  Inc.  (together  with its
affiliate,  "Squeri") for all periods presented, accounted for under the pooling
of interests method.  The condensed  consolidated  balance sheets as of June 29,
1996 and December 28, 1996 include the accounts of Valley as of January 31, 1996
and December 28, 1996,  respectively,  and the accounts of Squeri as of December
31,  1995 and  December  28,  1996,  respectively.  The  condensed  consolidated
statements of cash flows for the six-month  periods ended  December 30, 1995 and
December 28, 1996 include the results of Valley for the  six-month  period ended
July 31, 1995 and the eleven-month period ended December 28, 1996, respectively,
and the results of Squeri for the  six-month  period ended June 30, 1995 and the
twelve-month  period  ended  December  28,  1996,  respectively.  The  condensed
consolidated  statements of operations for the three and six-month periods ended
December 30, 1995 and December  28, 1996,  respectively,  include the results of
Valley for the three and six-month  periods ended July 31, 1995 and December 28,
1996 and the results of Squeri for the three and  six-month  periods  ended June
30, 1995 and December 28, 1996,  respectively.  (See Note 3 - Merger with Valley
and Note 4 - Merger  with  Squeri.)  The  "Company"  as used in these  Condensed
Consolidated  Financial  Statements  refers  to JP  Foodservice,  Inc.  and  its
subsidiaries, including Valley and Squeri.

NOTE 2 - NET INCOME PER COMMON SHARE

Net income per common  share is based on the weighted  average  number of common
and common equivalent shares outstanding during the period.

NOTE 3 - MERGER WITH VALLEY

On August 30,  1996,  the Company  completed a merger with  Valley,  a broadline
foodservice  distributor  located in Las Vegas,  Nevada, for a purchase price of
$40.7 million (net of indebtedness  assumed or  discharged).  Under the terms of
the  merger,  which is  accounted  for as a pooling of  interests,  the  Company
exchanged  1,936,494  common  shares  for  all of  Valley's  common  shares  and
ownership interests of an affiliate.

Effective  June 30,  1996,  the  fiscal  year of  Valley  was  conformed  to the
Company's fiscal year. Accordingly,  an adjustment of $2.1 million has been made
to the Company's  combined retained earnings on June 30, 1996 to reflect changes
in  Valley's  retained  earnings  from  February 1, 1996 to June 29,  1996.  All
periods  presented  have  been  retroactively  restated  (see  Note 1 - Basis of
Presentation).

NOTE 4 - MERGER WITH SQUERI

Effective  September  30, 1996,  the Company  completed a merger with Squeri,  a
broadline  foodservice  distributor located in Cincinnati,  Ohio, for a purchase
price  of   approximately   $26.1  million  (net  of  indebtedness   assumed  or
discharged).  Under  the terms of the  merger,  accounted  for as a  pooling  of
interests,  the Company  exchanged  1,079,875  common shares for all of Squeri's
common shares.

                                        4

<PAGE>



Effective  June 30,  1996,  the  fiscal  year of  Squeri  was  conformed  to the
Company's fiscal year. Accordingly, an adjustment has been made to the Company's
combined  retained  earnings  on June 30,  1996 to reflect  changes in  Squeri's
retained  earnings from January 1, 1996 to June 29, 1996. All periods  presented
have been retroactively restated (see Note 1 - Basis of Presentation).

NOTE 5 - ARROW ACQUISITION

Effective August 31, 1996, the Company  completed the acquisition of Arrow Paper
and Supply  Co.,  Inc.  (together  with its  affiliate,  "Arrow"),  a  broadline
foodservice distributor located in Norwich, Connecticut.  Under the terms of the
acquisition, which is accounted for as a purchase, the Company purchased certain
assets,  assumed or discharged  certain  liabilities and paid  consideration  of
$28.9 million.  Approximately  $1.7 million of the consideration was paid in the
form of common stock and the remainder was paid in cash.  The excess of purchase
price over the fair value of net assets is  approximately  $28.2  million and is
being  amortized  using the  straight-line  method over 40 years.  Unaudited pro
forma information for the six-month periods ended December 30, 1995 and December
28, 1996, as if the  acquisition had occurred on the first day of those periods,
is shown below.
<TABLE>
<CAPTION>

                                             Six Months Ended
(In thousands,                  -----------------------------------------
  except per share data)         December 30, 1995     December 28, 1996
                                -------------------   -------------------
                                  Actual  Pro forma     Actual  Pro forma
<S>                             <C>        <C>        <C>        <C>     
Revenue .....................   $709,848   $749,550   $836,964   $854,651
Income from operations ......     20,501     21,619     26,405     27,167
Net income ..................      7,543      8,146      6,768      7,147
Net income per common share     $   0.40   $   0.43   $   0.32   $   0.33
</TABLE>

NOTE 6 - NONRECURRING COSTS

During  the three  months  ended  December  28,  1996,  the  Company  recorded a
nonrecurring  charge of  approximately  $2 million with respect to the estimated
legal and other  professional  fees  required to  complete  the  acquisition  of
Squeri. In addition,  the Company revised the estimated transaction costs of the
Valley  acquisition  from  $5.3  million  (recorded  in the three  months  ended
September 28, 1996) to $3.4 million.

During the three  months  ended  December  28,  1996,  the Company  adjusted its
effective  tax rate to reflect the tax  treatment of certain  transaction  costs
incurred in the Valley and Squeri  acquisitions.  The  Company's  effective  tax
rates for the three and six-month periods ended December 28, 1996 were 51.2% and
48.6%, respectively.  The Company's effective tax rate before the effect of such
nonrecurring transaction costs was 39.4%.

The net impact of the nonrecurring  transaction costs to the Company's  earnings
per share for the three-month and six-month  periods ended December 28, 1996 was
$.06 and $.21, respectively. Excluding these nonrecurring transaction costs, the
Company's  earnings per share for the  three-month  and six-month  periods ended
December 28, 1996 would have been $.27 and $.53, respectively.

NOTE 7 - CONTINGENCIES

From time to time, the Company is involved in litigation and proceedings arising
out of the ordinary  course of  business.  There are no pending  material  legal
proceedings or environmental  investigations  to which the Company is a party or
to which the property of the Company is subject as of the date of this report.


                                        5

<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations

RESULTS OF OPERATIONS
Three and Six Months Ended  December  28, 1996  Compared to Three and Six Months
Ended December 30, 1995.

OVERVIEW
The condensed consolidated  statements of operations for the three and six-month
periods ended December 30, 1995 and December 28, 1996, respectively, include the
results of Valley for the three and  six-month  periods  ended July 31, 1995 and
December 28, 1996 and the results of Squeri for the three and six-month  periods
ended June 30, 1995 and December 28, 1996, respectively.

NET SALES
The Company's net sales of $423 million for the three months ended  December 28,
1996 (the "1997 fiscal  quarter")  represented  a 19.5%  increase  from the $354
million net sales level  achieved for the three  months ended  December 30, 1995
(the "1996 fiscal  quarter").  For the six months  ended  December 28, 1996 (the
"1997 fiscal six-month period"),  net sales increased 17.9% to $837 million from
$710  million  for the six months  ended  December  30,  1995 (the "1996  fiscal
six-month period").

The  acquisition  of Arrow  accounted  for sales growth of 6.9% and 4.4% for the
1997 fiscal quarter and 1997 fiscal six-month  period,  respectively.  Growth in
both chain account and street sales contributed to the increase in sales.  Chain
account sales increased 18.8% for the 1997 fiscal quarter and 18.0% for the 1997
fiscal  six-month  period,  reflecting  the  continued  growth  in  sales to the
Company's  larger  customers.  An increase of 20.1% in street sales for the 1997
fiscal  quarter  and  17.9%  for  the  1997  fiscal  six-month  period  resulted
principally from the growth of the street sales force and the Arrow acquisition.
As a  percentage  of net sales,  street  sales  increased  to 57.3% for the 1997
fiscal quarter from 57.0% for the 1996 fiscal  quarter and remained  constant at
57.5% for the fiscal six-month periods.

GROSS PROFIT
The  Company's  gross profit  increased to 17.5% in the 1997 fiscal  quarter and
17.3% in the 1997 fiscal six-month period from 17.1% in the prior  corresponding
periods. The increase was primarily attributable to the increase in street sales
as a  percentage  of net sales in the 1997 fiscal  quarter and the growth of the
Company's  private and signature  brand  product sales in both current  periods.
Sales of these products, which generally have higher gross margins than national
brand  products of  comparable  quality,  increased by 40.0% for the 1997 fiscal
quarter and 44.4% for the 1997 fiscal  six-month  period over the  corresponding
periods in the prior fiscal year.

OPERATING EXPENSES
The  increased  sales  volume in the 1997  fiscal  quarter  and the 1997  fiscal
six-month  period  contributed  to a 19.2%  ($9.5  million)  and a 17.1%  ($17.1
million) increase in operating  expenses,  respectively,  over the corresponding
periods in the prior  fiscal  year.  As a  percentage  of net  sales,  operating
expenses  remained  constant  at 14.0% for the two fiscal  quarters  and the two
fiscal six-month periods.

INCOME FROM OPERATIONS
Income from operations (after  amortization  charges of $0.8 million in the 1997
fiscal  quarter and $0.6 million in the 1996 fiscal  quarter),  increased  33.3%
($3.5 million) in the 1997 fiscal quarter over the 1996 fiscal quarter.  For the
1997 fiscal  six-month  period,  income from  operations  increased  28.8% ($5.9
million) over the corresponding  prior period.  The increase in the 1997 periods
was attributable to the increased sales volume and to the increased gross profit
margin.

NONRECURRING CHARGE
During the 1997 fiscal quarter,  the Company  recorded a nonrecurring  charge of
approximately  $2  million  with  respect  to  the  estimated  legal  and  other
professional  fees required to complete the acquisition of Squeri.  In addition,
the Company revised the estimated  transaction  costs of the Valley  acquisition
from $5.3 million  (recorded in the three  months ended  September  28, 1996) to
$3.4 million.




                                        6

<PAGE>



INCOME TAXES
During the 1997 fiscal quarter,  the Company  adjusted its effective tax rate to
reflect the tax treatment of certain of the  transaction  costs  incurred in the
Valley and Squeri acquisitions.  The Company's effective tax rates for the three
and  six-month   periods   ended   December  28,  1996  were  51.2%  and  48.6%,
respectively.  The  Company's  effective  tax rate  before  the  effect  of such
nonrecurring transaction costs was 39.4%.

LIQUIDITY AND CAPITAL RESOURCES
As of December 28, 1996, the Company's total long-term  indebtedness,  including
current portion,  was $230.7 million,  with an overall weighted average interest
rate of 7.0% (excluding deferred financing costs).

The Company's  working capital balance  (excluding  current portion of long-term
debt) of $206.1 million at December 28, 1996 increased by $70.4 million from the
balance at June 29, 1996. This increase was primarily  attributable to increased
net sales,  seasonal increases in inventory and receivables,  the acquisition of
the working capital of Arrow and a reduction in accounts  payable.  The recorded
$18.6 million of capital  expenditures  for the 1997 six-month  period  includes
$10.1 million related to the facility  expansion and delivery fleet purchases of
Valley  between  January 31, 1996 and  September 28, 1996.  The  remaining  $8.5
million of capital  expenditures  resulted  mainly from the  Company's  facility
expansion  projects  at its  Allentown,  Pennsylvania  and Fort  Wayne,  Indiana
branches.  The  Company  also  expended  $47.1  million for the  acquisition  of
businesses.  These  expenditures  were  funded  with the  proceeds  of the stock
offering consummated in August 1996 and increases in long-term debt.

From time to time, the Company  considers the  acquisition of other  foodservice
businesses.  Any such  business  may be acquired  for cash,  common stock of the
Company, or a combination of cash and common stock.

As of December  28,  1996,  $65.5  million of  borrowings  and $11.8  million of
letters of credit were  outstanding  under the Company's $110 million  revolving
credit facility and an additional  $32.7 million  remained  available to finance
the Company's  working capital needs.  The Company believes that the combination
of the  cash  flow  generated  by its  operations,  additional  capital  leasing
activity and  borrowings  under the facility  will be sufficient to enable it to
finance its growth and meet its currently  projected  capital  expenditures  and
other liquidity requirements.

                                        7

<PAGE>





                           PART II. OTHER INFORMATION


Item 4.   Submission of Matters to a Vote of Security Holders

       The Company's  Annual  Meeting of  Stockholders  was held on November 15,
       1996  (the  "1996  Annual  Meeting").  At the 1996  Annual  Meeting,  the
       stockholders  voted upon the  election  of  directors  and the  following
       proposals:

           (a)   Approval  to  amend  the  Company's  Restated   Certificate  of
                 Incorporation  to increase the number of  authorized  shares of
                 the Company's Common Stock from 45,000,000 shares to 75,000,000
                 shares.

           (b)   Approval to amend the  Company's  Stock Option Plan for Outside
                 Directors  to  increase  the number of shares of the  Company's
                 Common  Stock  issuable  under the Plan from  40,000  shares to
                 100,000 shares.

                 The results of such votes were as follows:
<TABLE>
<CAPTION>

                                                  Number of Votes Cast
                                                  --------------------

                                                Withheld or              Broker
 Matter Voted Upon                      For       Against   Abstained  Non-votes
 -----------------                      ---       -------   ---------  ---------

<S>                                   <C>         <C>          <C>       <C>   
(a) Approval to increase the number
      of authorized shares of the
      Company's Common Stock ......   16,419,400  606,046      6,314     64,150

(b) Approval to increase the number
      of shares of the Company's
      Common Stock issuable under
      the Stock Option Plan for
      Outside  Directors ..........   16,775,043  235,640     11,077     74,150

(c) Election of directors:
      Lewis Hay, III ..............   17,061,330     --       34,580       --
      Mark P. Kaiser ..............   17,060,888     --       35,022       --
      Jeffrey D. Serkes ...........   17,059,530     --       36,380       --
</TABLE>

Item 6.   Exhibits and Reports on Form 8-K

           (a)   Exhibits:

                 (10) Stock Option Plan for Outside Directors,  as amended as of
                      November 15, 1996.

                 (27) Financial Data Schedule.

           (b)   Reports on Form 8-K:

                 The Company  filed Current  Reports on Form 8-K for  reportable
                 events dated  during the three months ended  December 28, 1996,
                 pursuant  to  the  Items  and  with  respect  to  the  subjects
                 indicated:

                 Date                  Item(s)    Subject
                 ----                  -------    -------
                 October 22, 1996        5        Earnings release
                 November 13, 1996       5        Post-merger financial results
                 November 26, 1996       5        Restated first quarter fiscal
                                                   1997 historical financial
                                                   information to reflect
                                                   business combinations


                                        8

<PAGE>


                                   SIGNATURES


          Pursuant to the  requirements 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.



                                           JP FOODSERVICE, INC.
                                               (Registrant)

DATE: February 11, 1997                    /s/ Lewis Hay, III
      -----------------                    -------------------------------------
                                           Lewis Hay, III, Senior Vice President
                                                and Chief Financial Officer
                                              (Duly Authorized and Principal
                                                    Financial Officer)

                                        9

<PAGE>