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 1934

                  For the quarterly period ended March 29, 1997

                                       OR

   (   )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

        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 May 12, 1997 was 22,308,796 shares.


<PAGE>



                              JP FOODSERVICE, INC.

                                     INDEX


Part I.    Financial Information                                        Page No.

           Item 1.  Financial Statements

                     Condensed Consolidated Balance Sheets
                         June 29, 1996 and March 29, 1997                  1

                     Condensed Consolidated Statements of Operations
                          Three and nine months ended March 30, 1996
                           and March 29, 1997                              2

                     Condensed Consolidated Statements of Cash Flows
                          Nine months ended March 30, 1996
                          and March 29, 1997                               3

                     Notes to Condensed Consolidated Financial Statements  4 - 6

           Item 2.   Management's Discussion and Analysis of Financial     7 - 8
                       Condition and Results of Operations

Part II.   Other Information

           Item 6.   Exhibits and Reports on Form 8-K                      9


<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                              JP FOODSERVICE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)

         ASSETS                                            June 29,    March 29,
                                                             1996        1997
                                                          ----------  ----------
Current assets
       Cash and cash equivalents .....................     $ 12,224     $ 11,527
       Receivables, net ..............................      154,405      148,211
       Inventories ...................................       84,138      102,112
       Other current assets ..........................        9,556       14,702
                                                           --------     --------

              Total current assets ...................      260,323      276,552
                                                           --------     --------

Property and equipment, net ..........................      104,258      131,557

Goodwill and other noncurrent assets .................       83,698      109,898
                                                           --------     --------

Total assets .........................................     $448,279     $518,007
                                                           ========     ========

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
       Current obligations under capital leases ......     $  5,072     $  5,645
       Revolving bank line of credit .................        5,300
       Current portion of long-term debt .............          895           59
       Current portion of subordinated debt
          with related parties .......................        3,622          217
       Accounts payable ..............................      110,230      104,837
       Accrued expenses ..............................       14,338       19,683
                                                           --------     --------

              Total current liabilities ..............      139,457      130,441
                                                           --------     --------

Noncurrent liabilities
       Long-term debt ................................      145,040      147,199
       Subordinated debt with related parties ........        5,958        4,414
       Obligations under capital leases ..............       17,649       19,591
       Noncurrent deferred tax liability .............       12,026        8,882
                                                           --------     --------

              Total noncurrent liabilities ...........      180,673      180,086
                                                           --------     --------

              Total liabilities ......................      320,130      310,527
                                                           --------     --------

Commitments and contingent liabilities

Stockholders' equity .................................      128,149      207,480
                                                           --------     --------

Total liabilities and stockholders' equity ...........     $448,279     $518,007
                                                           ========     ========



                     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)

                                   Three Months Ended       Nine Months Ended
                                  --------------------   ----------------------
                                  March 30,  March 29,   March 30,    March 29,
                                    1996       1997        1996         1997
                                  --------   --------    --------     --------

Net sales ....................... $349,717   $407,665   $1,059,565   $1,244,629
Cost of sales ...................  288,852    336,687      877,313    1,029,077
                                  --------   --------   ----------   ----------
Gross profit ....................   60,865     70,978      182,252      215,552
Operating expenses ..............   51,049     57,682      150,785      174,469
Amortization of intangible assets      591        774        1,741        2,156
                                  --------   --------   ----------   ----------

Income from operations ..........    9,225     12,522       29,726       38,927
Interest expense ................    3,930      4,100       11,405       11,927
Nonrecurring charges (Note 6) ...    1,517      1,517        5,400
                                  --------   --------   ----------   ----------

Income before income taxes ......    3,778      8,422       16,804       21,600
Provision for income taxes ......    1,577      3,341        7,060        9,751
                                  --------   --------   ----------   ----------
Net income ...................... $  2,201   $  5,081   $    9,744   $   11,849
                                  ========   ========   ==========   ==========

Net income per common share ..... $   0.12   $   0.23   $     0.52   $     0.55
                                  ========   ========   ==========   ==========

Weighted average number of
   shares of common stock
   outstanding ..................18,828,078 22,257,662  18,784,974   21,703,219


































                     SEE ACCOMPANYING NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS

                                        2

<PAGE>



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

                                                             Nine Months Ended
                                                           --------------------
                                                           March 30,  March 29,
                                                             1996       1997
                                                           ---------  ---------

Cash flows from operating activities
      Net income .......................................   $  9,744    $ 11,849
      Adjustments to reconcile net income to net
            cash provided by (used in)
            operating activities:
           Depreciation and amortization ...............      9,875      13,139
           Other adjustments ...........................     (5,872)
      Changes in working capital, net of effects
         from acquisitions (Note 7) ....................    (22,164)     (9,974)
                                                           --------    --------
Net cash provided by (used in) operating activities ....     (2,545)      9,142
                                                           --------    --------

Cash flows from investing activities
      Additions to property and equipment ..............     (8,205)    (20,935)
      Acquisitions of businesses, net of cash acquired .     (2,765)    (48,814)
      Other ............................................      5,500
                                                           --------    --------
Net cash used in investing activities ..................    (10,970)    (64,249)
                                                           --------    --------

Cash flows from financing activities
      Proceeds from public stock offering ..............     65,832
      Increase (decrease) in long-term debt (Note 7) ...      9,566      (8,926)
      Principal payments under capital
         lease obligations .............................     (3,393)     (4,292)
      Distributions to stockholders
         of acquired businesses ........................     (1,098)       (662)
      Proceeds from employee stock purchases ...........      1,808       2,458
                                                           --------    --------
Net cash provided by financing activities ..............      6,883      54,410
                                                           --------    --------

Net decrease in cash and cash equivalents ..............     (6,632)       (697)

Cash and cash equivalents
      Beginning of period ..............................     15,690      12,224
                                                           --------    --------
      End of period ....................................   $  9,058    $ 11,527
                                                           ========    ========




















                     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 March 29, 1997 and for the three and nine months  ended March 30,
1996 and  March 29,  1997,  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 March 29, 1997  include  the  accounts of Valley as of January 31, 1996
and March 29, 1997, respectively,  and the accounts of Squeri as of December 31,
1995 and March 29, 1997, respectively.  The condensed consolidated statements of
cash flows for the  nine-month  periods  ended March 30, 1996 and March 29, 1997
include the results of Valley for the  nine-month  period ended October 31, 1995
and the  fourteen-month  period  ended  March 29,  1997,  respectively,  and the
results of Squeri for the  nine-month  period ended  September  30, 1995 and the
fifteen-month  period  ended  March  29,  1997,   respectively.   The  condensed
consolidated statements of operations for the three and nine-month periods ended
March 30, 1996 and March 29, 1997,  respectively,  include the results of Valley
for the three and  nine-month  periods ended October 31, 1995 and March 29, 1997
and the results of Squeri for the three and nine-month  periods ended  September
30, 1995 and March 29, 1997, 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 nine-month  periods ended March 30, 1996 and March 29,
1997, as if the acquisition  had occurred on the first day of those periods,  is
shown below.

                                             Nine Months Ended
                                             -----------------
(In thousands,                     March 30, 1996            March 29, 1997
  except per share data)       ------------------------  -----------------------
                                 Actual      Pro forma     Actual      Pro forma
Revenue ....................   $1,059,565   $1,119,663   $1,244,629   $1,262,316
Income from operations .....       29,726       31,542       38,927       39,689
Net income .................        9,744       10,656       11,849       12,228
Net income per common share    $     0.52   $     0.57   $     0.55   $     0.56

NOTE 6 - NONRECURRING CHARGES

During the nine months ended March 29, 1997, the Company  recorded  nonrecurring
charges of  approximately  $3.4  million for Valley and $2.0  million for Squeri
with respect to the  estimated  legal and other  professional  fees  required to
complete the respective acquisitions.

The  Company's  effective  tax rate for the nine  months  ended  March 29,  1997
reflects the tax treatment of certain  transaction  costs incurred in the Valley
and Squeri  acquisitions.  The  Company's  effective tax rates for the three and
nine-month periods ended March 29, 1997 were 39.7% and 45.1%, respectively.

The net impact of the nonrecurring  transaction costs to the Company's  earnings
per share for the  nine-month  period ended March 29, 1997 was $0.21.  Excluding
these  nonrecurring  transaction costs, the Company's earnings per share for the
nine-month period ended March 29, 1997 would have been $0.76.

During the three and nine months  ended March 30, 1996,  the Company  terminated
discussions with Sara Lee Corporation  regarding the proposed combination of the
Company  and  PYA  Monarch,   Inc.  (a  wholly-owned   subsidiary  of  Sara  Lee
Corporation).  As a result of the termination of these discussions,  which began
with a proposal  submitted by Sara Lee Corporation in November 1995, the Company
wrote off the costs incurred  related to the  transaction  (primarily  legal and
advisory fees) of approximately $1.5 million.

NOTE 7 - ACCOUNTING CHANGE

On May 31, 1996 the Company  entered into a three-year  agreement to sell, on an
ongoing basis and without recourse,  an undivided  percentage ownership interest
in a designated  pool of trade accounts  receivable to an independent  issuer of
receivable-backed  paper (the "Conduit") for proceeds up to $50 million. The net
proceeds  from  the  sale of the  undivided  ownership  interest  in the pool of
receivables was accounted for as a secured borrowing. Effective January 1, 1997,
the Company adopted, as required,  Statement of Financial  Accounting  Standards
No. 125 (FAS 125),  "Accounting for Transfers and Servicing of Financial  Assets
and  Extinguishment  of  Liabilities".  Under the new standard,  the sale of the
undivided ownership interest in receivables has been reflected as a reduction of
trade accounts receivable, and the Company is no longer

                                        5

<PAGE>



reporting the $50 million of proceeds as a secured  borrowing.  On the statement
of cash flows, this sale has been reflected as a change in working capital and a
decrease in long-term  debt during the  nine-month  period ended March 29, 1997.
The  Company's  residual  interest in the  undivided  ownership  interest of the
designated pool of trade accounts  receivable sold is included in trade accounts
receivable on the balance sheet. There was no material effect on net income as a
result of adopting the new standard.


NOTE 8 - 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.


                                        6

<PAGE>



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

Statements  in  this  Management's   Discussion  with  respect  to  management's
expectations   regarding   the   Company's   liquidity   and  needs   constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and  Section  21E of the  Securities  Exchange  Act of  1934.  These
statements are subject to risks and uncertainties that could cause the Company's
actual results to differ  materially.  Such risks and uncertainties  include the
sensitivity  of  the  Company's  business  to  national  and  regional  economic
conditions,  the effects of inflation and  deflation in food prices,  the highly
competitive  markets in which the Company operates and the Company's  ability to
implement an acquisition program. The Company's Current Report on Form 8-K filed
with the Securities and Exchange  Commission on April 23, 1997 discusses some of
the important  factors that could cause JP's actual results to differ materially
from those in such forward- looking statements.

RESULTS OF OPERATIONS
Three and Nine Months  Ended  March 29,  1997  Compared to Three and Nine Months
Ended March 30, 1996.

OVERVIEW
The condensed consolidated statements of operations for the three and nine-month
periods  ended March 30,  1996 and March 29, 1997  include the results of Valley
for the three and nine-month  periods ended October 31, 1995 and March 29, 1997,
respectively,  and the  results of Squeri for the three and  nine-month  periods
ended September 30, 1995 and March 29, 1997, respectively.

NET SALES
The  Company's  net sales of $408  million for the three  months ended March 29,
1997 (the "1997 fiscal  quarter")  represented  a 16.6%  increase  from the $350
million net sales level  achieved for the three months ended March 30, 1996 (the
"1996  fiscal  quarter").  For the nine  months  ended March 29, 1997 (the "1997
fiscal  nine-month  period"),  net sales  increased 17.5% to $1,245 million from
$1,060  million  for the nine  months  ended  March 30,  1996 (the "1996  fiscal
nine-month period").

The  acquisition  of Arrow  accounted  for sales growth of 6.9% and 5.2% for the
1997 fiscal quarter and 1997 fiscal nine-month period,  respectively.  Growth in
both chain account and street sales contributed to the increase in sales.  Chain
account sales increased 15.2% for the 1997 fiscal quarter and 18.6% for the 1997
fiscal  nine-month  period,  reflecting  the  continued  growth  in sales to the
Company's  larger  customers.  An increase of 17.6% in street sales for the 1997
fiscal  quarter  and  16.6%  for the  1997  fiscal  nine-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 56.7% for the 1997
fiscal  quarter from 56.2% for the 1996 fiscal quarter and decreased to 57.2% in
the 1997 fiscal nine-month period from 57.6% for the prior corresponding period.

GROSS PROFIT
The Company's  gross profit  remained  constant at 17.4% for the fiscal quarters
and  increased to 17.3% in the 1997 fiscal  nine-month  period from 17.2% in the
prior corresponding period. The increased gross profit for the nine-month period
was primarily  attributable to the growth in sales of the Company's  private and
signature brand products.  Sales of these products,  which generally have higher
gross margins than national brand products of comparable  quality,  increased by
36.3% for the 1997 fiscal nine-month period over the corresponding period in the
prior fiscal year.

OPERATING EXPENSES
The  increased  sales  volume in the 1997  fiscal  quarter  and the 1997  fiscal
nine-month period  contributed to increases in operating expenses of 13.0% ($6.6
million) and 15.7% ($23.7 million), respectively, over the corresponding periods
in the prior fiscal year. Operating expenses increased at a slower rate than net
sales. As a percentage of net sales,  operating expenses decreased to 14.1% from
14.6% and to 14.0%  from 14.2% for the two  fiscal  quarters  and the two fiscal
nine-month periods,  respectively. A significant factor in this decrease was the
differing  impact  that  winter  weather  had  on  the  Company's   distribution
operations during the comparable periods. The weather  disturbances  experienced
in the  companies  markets  during  the 1997  fiscal  quarter  resulted  in less
disruption  to the  Company's  distribution  operations  then the severe  winter
storms  experienced  during  the  1996  fiscal  quarter.   Revised  compensation
agreements  relating to the Valley and Squeri acquisitions also resulted in cost
savings for both the 1997 fiscal quarter and the 1997 fiscal nine-month period.

                                       7
<PAGE>

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  35.7%
($3.3 million) in the 1997 fiscal quarter over the 1996 fiscal quarter.  For the
1997 fiscal  nine-month  period,  income from  operations  increased 31.0% ($9.2
million) over the prior  corresponding  period.  The increase in the 1997 fiscal
periods was  attributable  to the increased  sales volume,  the increased  gross
profit  margin and the  decrease in  operating  expense as a  percentage  of net
sales.

INCOME TAXES
For the 1997 fiscal nine-month period, the Company's effective tax rate reflects
the tax treatment of certain of the transaction costs incurred in the Valley and
Squeri  acquisitions.  The  Company's  effective  tax rates for the 1997  fiscal
quarter and 1997 fiscal  nine-month  period were 39.7% and 45.1%,  respectively,
compared to the effective tax rates for the 1996 fiscal  quarter and 1996 fiscal
nine-month period of 41.7% and 42.0%, respectively.

LIQUIDITY AND CAPITAL RESOURCES
Both the  long-term  indebtedness  and the working  capital of the Company as of
March 29, 1997 were effected by the  accounting  change  related to the accounts
receivable  securitization.  (See Note 7 to the Condensed Consolidated Financial
Statements).

As of March 29, 1997, the Company's total long-term indebtedness,  including the
current portion was $177.1 million,  with an overall  weighted  average interest
rate of 7.3% (excluding deferred financing costs).

The Company's working capital balance  (excluding  current portions of long-term
debt and  capital  lease  obligations)  of  $152.0  million  at March  29,  1997
increased by $16.3  million from the balance at June 29,  1996.  This  increase,
which  is  net of the  accounting  change  related  to the  accounts  receivable
securitization,  resulted from sales growth, working capital acquired as part of
the acquisitions,  seasonal  inventory and receivable trends, and a reduction in
the Company's accounts payable.

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 March 29, 1997,  $62.5 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  $35.7  million  remained  available to finance the
Company's  working capital and other liquidity  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.

                                        8

<PAGE>




                           PART II. OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

           (a)   Exhibits:

                 (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 March 29,  1997,
                 pursuant  to  the  Items  and  with  respect  to  the  subjects
                 indicated:

               Date                Item(s)     Subject
               January 2, 1997     4, 7        Change in Certifying Accountants



                                        9

<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:       May 12, 1997           /s/ Lewis Hay, III
             ------------------------    --------------------------------------
                                          Lewis Hay, III, Senior Vice President
                                                 and Chief Financial Officer
                                               (Duly Authorized and Principal
                                                      Financial Officer)