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 28, 1998

                             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

                       U.S. Foodservice

    (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 4, 1998 was 46,074,430 shares.


<PAGE>




                             U.S. FOODSERVICE, INC.

                                      INDEX




Part I.    Financial Information                                        Page No.

           Item 1.   Financial Statements

                     Condensed Consolidated Balance Sheets
                         June 28, 1997 and March 28, 1998                  1

                     Condensed Consolidated Statements of Operations
                         Three and nine months ended March 29, 1997
                         and March 28, 1998                                2

                     Condensed Consolidated Statements of Cash Flows
                         Nine months ended March 29, 1997
                         and March 28, 1998                                3

                     Notes to Condensed Consolidated Financial Statements  4 - 6

           Item 2.  Management's Discussion and Analysis of Financial      7 - 9
                    Condition and Results of Operations

Part II.  Other Information

           Item 2.  Changes in Securities and Use of Proceeds              10

           Item 6.  Exhibits and Reports on Form 8-K                       10



<PAGE>




                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

                        U.S. FOODSERVICE AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)

         ASSETS                                          June 28,      March 28,
                                                          1997           1998
                                                       ----------     ----------
Current assets
       Cash and cash equivalents ...................    $   74,432    $   53,924
       Receivables, net ............................       261,717       356,699
       Inventories .................................       314,897       363,803
       Deferred tax asset ..........................        28,944        27,802
       Other current assets ........................        29,919        41,454
                                                        ----------    ----------

              Total current assets .................       709,909       843,682
                                                        ----------    ----------

Property and equipment, net ........................       437,736       451,325

Deferred income taxes ..............................        13,665        15,854
Goodwill and other noncurrent assets ...............       570,873       582,514
                                                        ----------    ----------

Total assets .......................................    $1,732,183    $1,893,375
                                                        ==========    ==========

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
       Current maturities of long-term debt ........    $   22,492    $    5,233
       Current obligations under capital leases ....         5,690         5,809
       Accounts payable ............................       321,442       374,034
       Accrued expenses ............................       125,482       135,317
                                                        ----------    ----------

              Total current liabilities ............       475,106       520,393
                                                        ----------    ----------

Noncurrent liabilities
       Long-term debt ..............................       621,788       749,154
       Obligations under capital leases ............        33,458        31,771
       Other noncurrent liabilities ................        22,685        42,440
                                                        ----------    ----------

              Total noncurrent liabilities .........       677,931       823,365
                                                        ----------    ----------

              Total liabilities ....................     1,153,037     1,343,758
                                                        ----------    ----------

Commitments and contingent liabilities

Stockholders' equity ...............................       579,146       549,617
                                                        ----------    ----------

Total liabilities and stockholders' equity .........    $1,732,183    $1,893,375
                                                        ==========    ==========











                     SEE ACCOMPANYING NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS


                                        1

<PAGE>



                        U.S. FOODSERVICE AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)

                                  Three Months Ended        Nine Months Ended
                                  ------------------        -----------------
                                March 29,    March 28,    March 29,    March 28,
                                  1997         1998         1997         1998
                               ----------   ----------   ----------   ----------
Net sales ..................   $1,238,937   $1,338,138   $3,863,109   $4,050,224
Cost of sales ..............      995,668    1,090,012    3,117,298    3,289,355
                               ----------   ----------   ----------   ----------
Gross profit ...............      243,269      248,126      745,811     760,869
Operating expenses .........      203,923      212,402      630,889     661,568
Restructuring costs ........                    15,678                   53,715
Asset impairment ...........                     3,395                   35,530
Amortization of
intangible assets ..........        3,793        3,941       11,493      11,361
                               ----------   ----------   ----------   ----------
Income (loss)
     from operations .......       35,553       12,710      103,429      (1,305)
Interest and other
     financing expenses ....       19,289       15,669       56,880      54,914
Nonrecurring acquisition
     charges ...............                                  5,400      17,822
                               ----------   ----------   ----------   ----------
Income (loss) before income
     taxes (benefit) and
     extraordinary charge ..       16,264       (2,959)      41,149     (74,041)
Provision for income
     taxes (benefit) .......        7,174          301       19,328      (9,950)
                               ----------   ----------   ----------   ----------
Income (loss) before
     extraordinary charge ..        9,090       (3,260)      21,821     (64,091)
Extraordinary charge,
     net of income
     tax benefit ...........                                              9,712
                               ----------   ----------   ----------   ----------
Net income (loss) ..........   $    9,090   $   (3,260)   $   21,821  $ (73,803)
                               ==========   ==========    ==========  ==========

Basic earnings (loss) per
 common share:
    Before extraordinary
     charge ................   $     0.21   $    (0.07)   $    0.50   $   (1.42)
    Extraordinary charge ...                                              (0.22)
                               ----------   ----------    ----------  ----------
Basic earnings (loss)
     per common share ......   $     0.21   $    (0.07)   $    0.50   $   (1.64)
                               ==========   ==========    ==========  ==========

Basic weighted average number
     of shares of common stock
     outstanding ...........   43,887,118   45,337,952   43,262,332  44,986,483

Diluted earnings (loss)
     per common share:
   Before extraordinary
     charge ................   $     0.20   $    (0.07)   $    0.50   $   (1.42)
Extraordinary charge .......                                              (0.22)
                               ----------   ----------    ----------  ----------
Diluted earnings (loss)
     per common share ......   $     0.20   $    (0.07)   $    0.50   $   (1.64)
                               ==========   ==========    ==========  ==========

Diluted weighted average
     number of shares of
     common stock
     outstanding ............  44,635,061   45,337,952   43,980,497  44,986,483














                     SEE ACCOMPANYING NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS

                                        2

<PAGE>



                        U.S. FOODSERVICE AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                            Nine Months Ended
                                                            -----------------
                                                          March 29,   March 28,
                                                            1997        1998
                                                        -----------  -----------

Cash flows from operating activities
      Net income (loss) ..............................   $  21,821    $ (73,803)
      Adjustments to reconcile net income (loss)
        to net cash provided by (used in)
        operating activities
           Depreciation and amortization .............      45,092       47,226
           Write-off of deferred financing costs .....                    9,152
           Asset impairment ..........................                   35,530
           Restructuring reserve .....................                   53,715
           Other adjustments .........................          (1)      (2,083)
      Changes in working capital, net of effects
        from acquisitions ............................      (2,284)     (96,865)
                                                         ---------    ---------
Net cash provided by (used in) operating activities ..      64,628      (27,128)
                                                         ---------    ---------

Cash flows from investing activities
      Additions to property and equipment ............     (55,151)     (76,230)
      Proceeds from disposals of property ............       6,936       12,028
      Acquisitions of businesses, net of cash acquired     (48,814)     (48,903)
      Other ..........................................       5,500
                                                         ---------    ---------
Net cash used in investing activities ................     (91,529)    (113,105)
                                                         ---------    ---------

Cash flows from financing activities
      Proceeds from public stock offering ............      65,832
      Treasury stock purchases .......................                  (12,417)
      Increase in long-term debt, net ................      (3,437)     108,031
      Principal payments under capital
          lease obligations ..........................      (4,292)      (4,547)
      Financing costs ................................                   (3,384)
      Proceeds from employee stock purchases .........       4,690       27,096
      Other ..........................................      (2,332)       4,946
                                                         ---------    ---------
Net cash provided by financing activities ............      60,461      119,725
                                                         ---------    ---------

Net increase (decrease) in cash and cash equivalents .      33,560      (20,508)

Cash and cash equivalents
      Beginning of period ............................      34,269       74,432
                                                         ---------    ---------
      End of period ..................................   $  67,829    $  53,924
                                                         =========    =========

















                     SEE ACCOMPANYING NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS

                                        3

<PAGE>



                        U.S. FOODSERVICE AND SUBSIDIARIES
                         NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

In February  1998, the Company  changed its corporate  name to U.S.  Foodservice
from JP Foodservice, Inc.

The condensed  consolidated  financial  statements of U.S.  Foodservice  and its
consolidated  subsidiaries  (the  "Company")  at  March  28,  1998  and  for the
three-month  and  nine-month  periods  ended March 29, 1997 and March 28,  1998,
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 as of and for the  periods  presented.
Interim results are not  necessarily  indicative of results that may be expected
for the full year.

On December 23, 1997, in  connection  with an Agreement and Plan of Merger dated
June 30,  1997,  as  amended on  September  3, 1997 and  November  5, 1997 ( the
"Merger Agreement"),  Rykoff-Sexton,  Inc.  ("Rykoff-Sexton")  was merged into a
wholly-owned  subsidiary of U.S. Foodservice (the "Acquisition").  In connection
with the Acquisition,  U.S. Foodservice issued 22,657,498 shares of common stock
with an approximate  value of $782 million,  such that each outstanding share of
common stock of Rykoff-Sexton was exchanged for .775 shares of U.S.  Foodservice
common   stock.   The   transaction   has   been   accounted   for   under   the
pooling-of-interests   method  of  accounting.   Accordingly,   these  condensed
consolidated  financial  statements  restate the previously  reported  financial
position,  results  of  operations  and  cash  flows of the  Company,  including
financial information for Rykoff-Sexton for all periods presented.

Both U.S.  Foodservice  and  Rykoff-Sexton  have  fiscal  years which end on the
Saturday closest to June 30. The condensed consolidated balance sheet as of June
28, 1997, combines the condensed consolidated balance sheets of U.S. Foodservice
and  Rykoff-Sexton  as  of  such  date.  The  condensed  consolidated  financial
statements for the three-month  and nine-month  periods ended March 29, 1997 and
March 28, 1998,  combine the results of U.S.  Foodservice  for such periods with
the results of Rykoff-Sexton for the same three-month and nine-month periods.

The results of operations  previously  reported by the separate  enterprises and
the  combined  amounts  presented  in the  accompanying  condensed  consolidated
statement of operations for the three-month  and nine-month  periods ended March
29, 1997 are as follows (dollars in thousands):

                              Three Months               Nine Months
                                  Ended                     Ended
                                March 29,                 March 29,
                                  1997                      1997
                             -------------             --------------
Net sales:
    Rykoff-Sexton            $     831,272             $    2,618,480
    U.S. Foodservice               407,665                  1,244,629
                             -------------             --------------
       Combined              $   1,238,937             $    3,863,109
                             =============             ==============

Net income:
    Rykoff-Sexton            $       4,009             $        9,972
    U.S. Foodservice                 5,081                     11,849
                             -------------             --------------
       Combined              $       9,090             $       21,821
                             =============             ==============


                                        4

<PAGE>





NOTE 2 - ACQUISITION RELATED COSTS

In connection with the Acquisition,  the Company incurred  restructuring  costs,
asset impairment charges,  transaction costs and certain other operating charges
resulting from the integration of the two businesses ("the  Acquisition  Related
Costs")  during the fiscal  quarter  ended  March 28,  1998 in  addition  to the
Acquisition  Related Costs incurred during the fiscal quarter ended December 27,
1997. These costs and charges are further described as follows:

Restructuring Costs

The Company recognized  restructuring  charges,  related to the Acquisition,  of
$15.7  million,  of which $1.4 million were non-cash  charges,  during the third
fiscal quarter in addition to the $41.0 million of restructuring costs, of which
$16.0  million  were  non-cash  charges,  recognized  during the  second  fiscal
quarter, related to the Acquisition. These restructuring costs consist primarily
of change in control  payments,  severance,  idle facility and facility  closure
costs  related  principally  to  the  Acquisition  and  the  Company's  plan  to
consolidate and realign certain operating units and consolidate various overhead
functions.  As of March 28, 1998, $15.9 million of severance and $7.0 million of
idle facility and facility  closure  costs have yet to be expended.  The Company
does  not  expect  to  recognize   any   additional   charges   related  to  the
restructuring.

Asset Impairment

The Company recognized  non-cash asset impairment charges of $3.4 million during
the third fiscal quarter in addition to the $32.1 million  recognized during the
second fiscal quarter  related to the Company's plan to consolidate  and realign
certain operating units and install new management  information  systems at each
of the Company's  operating  units.  These charges  consist of writedowns to net
realizable  value of assets and facilities  related to operating  units that are
being consolidated or realigned.

Nonrecurring Acquisition Costs

During  the  nine-month  period  ended  March 28,  1998,  the  Company  incurred
nonrecurring  acquisition costs related to the Acquisition.  These costs,  which
totaled $17.8 million, consist primarily of fees for financial advisory,  legal,
accounting and other professional services.

Other Operating Charges

The Company  charged  $6.1  million  and $2.5  million to cost of goods sold and
$15.6  million  and  $3.8  million  to  operating  expenses  for  writedowns  of
inventory,  receivables  and other current assets  resulting from operating unit
consolidation and realignment during the fiscal quarters ended December 27, 1997
and March 28, 1998, respectively.

NOTE 3 - OTHER ACQUISITIONS

Sorrento Acquisition

Effective  January 23, 1998, the Company  completed the  Acquisition of Sorrento
Food Service, Inc., a broadline foodservice  distributor located in Buffalo, New
York.  The excess  purchase  price over fair  value of net  assets  acquired  is
approximately $18.2 million and will be amortized using the straight-line method
over 40 years.

Westlund Acquisition

Effective  March 20, 1998,  the Company  completed the  acquisition  of Westlund
Provisions,  Inc., a foodservice  distributor  specializing in meats, located in
Minneapolis,  Minnesota.  The purchase price  approximates the fair value of net
assets acquired.

                                        5

<PAGE>



NOTE 4 - RYKOFF-SEXTON DEFINED BENEFIT PLAN CURTAILMENT

Prior to the  Acquisition,  Rykoff-Sexton  maintained  non-contributory  pension
plans for its salaried,  commissioned and certain hourly  employees.  During the
fiscal quarter ended March 28, 1998, the Company  recognized a curtailment  gain
of $4.5 million  reflecting  the freezing of benefits  from one of these defined
benefit plans.

NOTE 5 - PRIOR NONRECURRING ACQUISITION COSTS

During the nine months ended March 29, 1997, the Company recorded a nonrecurring
cost of $5.4 million with respect to legal and other  professional fees required
to complete certain acquisitions.

NOTE 6 - PRIOR RESTRUCTURING CHARGES

In connection  with its  acquisition  of US  Foodservice,  Inc. on May 17, 1996,
Rykoff-Sexton  recorded a  restructuring  charge of $57.6 million ($35.7 million
after tax) in the  transition  period ended June 29, 1996.  Approximately  $10.7
million  related to severance  and  termination  benefit  costs,  $20.2  million
related to  lease-related  costs and $26.7 million  related to other exit costs,
including the closure of duplicate facilities and other integration  activities.
During the fiscal quarter ended March 28, 1998, the Company charged $0.8 million
against  the  restructuring  liability,  leaving a balance of $17.4  million for
future costs to be incurred. The $0.8 million utilization primarily consisted of
$0.1 million in severance payments,  $0.7 million in lease-related costs and the
balance for closure costs,  asset writedowns and other obligations  arising from
the Company's  restructuring  program.  Most of the  remaining  cash outlays are
estimated  to  be  paid  in  subsequent  years  and  are  primarily  related  to
non-cancelable operating lease commitments.

NOTE 7 - EXTRAORDINARY CHARGE

During  the  nine-month  period  ended  March  28,  1998 and  subsequent  to the
Acquisition,  the  Company  applied  the  proceeds of its new senior bank credit
facility to refinance  substantially all of its indebtedness  (excluding capital
leases,  $130 million of public notes,  and  approximately  $30 million of other
indebtedness) in order to lower  significantly its overall borrowing costs. As a
result of this refinancing, the Company recorded an extraordinary charge of $9.7
million (net of $6.3 million  income tax  benefit)  related to the  write-off of
deferred  financing costs with respect to the  extinguished  debt and additional
payments to holders of the Company's  senior notes due 2004,  which were paid in
full, in accordance with the senior note terms.

NOTE 8  - BASIC AND FULLY DILUTED EARNINGS (LOSS) PER COMMON SHARE

During the  nine-month  period  ended March 28,  1998,  the Company  adopted the
provisions of Statement of Financial  Accounting Standard No. 128, "Earnings Per
Share" (FAS 128).  FAS 128  established  new  definitions  for  calculating  and
disclosing basic and diluted earnings per share. In accordance with FAS 128, all
prior periods have been restated to conform to the new methodology. The restated
amounts do not differ materially from amounts previously reported.

NOTE 9 - 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 needs and resources  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
integrate acquired  businesses.  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 the Company's  actual  results to differ
materially from those in such forward-looking statements.

Overview
Effective  December  23,  1997,  Rykoff-Sexton  was merged  into a  wholly-owned
subsidiary of U.S.  Foodservice (the  "Acquisition").  The Company has accounted
for the combination  under the  pooling-of-interests  method.  Accordingly,  the
condensed  consolidated   statements  of  operations  for  the  three-month  and
nine-month  periods  ended  March  29,  1997 and the  three-month  period  ended
September 27, 1997,  respectively,  have been restated to include the results of
Rykoff-Sexton  for the three-month  and nine-month  periods ended March 29, 1997
and the three-month period ended September 27, 1997, respectively.

As a result of the  Acquisition  and in connection  with the  Company's  plan to
consolidate  and realign  certain  operating units and functions in the combined
company,  the Company incurred  restructuring  costs, asset impairment  charges,
transaction costs and certain other costs (the  "Acquisition  Related Costs") of
approximately  $16.5 million and $99.9 million (net of related tax benefits) for
the three-month and nine-month periods ended March 28, 1998,  respectively.  The
Acquisition  Related Costs reduced diluted earnings per share by $0.36 and $2.22
for the three-month and nine-month  periods ended March 28, 1998,  respectively.
The  Acquisition  Related Costs are presented in various  categories  within the
statements of operations, and the impact of these costs is separately discussed.
The Company  does not expect to recognize  any  additional  Acquisition  Related
Costs.

Net Sales
The  Company's  net sales of $1.34  billion for the three months ended March 28,
1998 (the "1998 fiscal  quarter")  represented  a 8.0%  increase  from the $1.24
billion net sales level  achieved for the three months ended March 29, 1997 (the
"1997  fiscal  quarter").  For the nine  months  ended March 28, 1998 (the "1998
fiscal nine-month period"), net sales increased 4.8% to $4.05 billion from $3.86
billion for the nine months  ended March 29, 1997 (the "1997  fiscal  nine-month
period").

Growth in both chain  account and street  sales  contributed  to the increase in
sales.  Chain account sales  increased 4.4% for the 1998 fiscal quarter and 3.5%
for the 1998 fiscal nine-month  period. An increase of 10.3% in street sales for
the 1998 fiscal quarter and 5.7% for the 1998 fiscal  nine-month period resulted
principally  from the growth of the street sales force and the  acquisitions  of
Mazo-Lerch  Company ("Mazo Lerch") in the fourth quarter of fiscal 1997, Outwest
Meat Company  ("Outwest") in the second quarter of fiscal 1998 and Sorrento Food
Service,  Inc.  ("Sorrento") and Westlund Provisions,  Inc.  ("Westlund") in the
1998 fiscal  quarter.  As a percentage of net sales,  street sales  increased to
62.2% from  60.9% for the 1998  fiscal  quarter  and to 61.6% from 61.1% for the
1998 fiscal nine-month period.

The  acquisitions of Mazo Lerch,  Outwest,  Sorrento and Westlund  accounted for
sales  growth  of 3.2%  and 2.1% for the 1998  fiscal  quarter  and 1998  fiscal
nine-month period, respectively.

Gross Profit
The Company's gross profit  decreased to 18.5% in the 1998 fiscal quarter and to
18.8% in the 1998 fiscal nine-month period from 19.6% in the 1997 fiscal quarter
and 19.3% in the 1997 fiscal  nine-month  period.  The  decrease  was  primarily
attributable to a continuing shift in product mix from certain high-margin items
to  higher  turnover,   lower-margin  items   ("center-of-the-plate"  or  entree
products) in the former Rykoff-Sexton  operations,  as well as decreased margins
at certain of the operating units that were closed as part of the  restructuring
plan.  Non-cash  charges of $2.5  million  and $8.6  million for  writedowns  of
inventory  in the 1998 fiscal  quarter and the 1998  fiscal  nine-month  period,
respectively, at operating units undergoing consolidation or realignment as part
of the Acquisition  plan, also caused a decline in the Company's margins for the
1998  fiscal  quarter  and 1998 fiscal  nine-month  period.  The effect on gross
profit of the shift in product  mix was offset in part by an  increase in street
sales as a percentage of net sales in the

                                        7

<PAGE>



1998 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 7.4% in the 1998  fiscal  quarter  and  4.7%  for the 1998  fiscal
nine-month period over the corresponding periods in the prior fiscal year.

Operating Expenses
Operating  expenses  increased by 4.2% ($8.5 million) in the 1998 fiscal quarter
and by 4.9%  ($30.7  million)  in the 1998  fiscal  nine-month  period  over the
corresponding  periods in the prior fiscal year.  These increases were primarily
attributable to $3.8 million and $19.4 million of non-cash charges recognized in
the  1998  fiscal  quarter  and 1998  fiscal  nine-month  period,  respectively,
primarily  consisting of writedowns of receivables and other assets at operating
units undergoing consolidation or realignment as part of the Acquisition plan.

Excluding the effects of these non-cash charges, operating expenses increased by
2.3% ($4.7  million) in the 1998 fiscal  quarter and by 1.8% ($11.3  million) in
the 1998 fiscal nine-month  period over the prior  corresponding  periods.  As a
percentage  of net  sales,  operating  expenses  decreased  to 15.6% in the 1998
fiscal  quarter from 16.5% in the 1997 fiscal  quarter and decreased to 15.9% in
the 1998 fiscal nine-month period from 16.3% in the prior corresponding  period.
This decrease was primarily  attributable to the operating efficiencies realized
from the  Company's  prior  acquisitions,  an increase  in the  average  size of
customer deliveries and the curtailment gain recognized on the suspension of all
participation and benefit accruals under a Rykoff-Sexton defined benefit plan.

Restructuring Costs
The Company  recognized  restructuring  charges of $15.7 million,  of which $1.4
million were non-cash charges,  in the 1998 fiscal quarter and $53.7 million, of
which $17.4 million were non-cash charges, in the 1998 fiscal nine-month period,
related to the Acquisition.  These costs consist  primarily of change in control
payments,   severance,   idle  facility  and  facility   closure  costs  related
principally to the Acquisition and the Company's plan to consolidate and realign
certain operating units and consolidate various overhead functions.

Asset Impairment
The Company recognized non-cash asset impairment charges of $3.4 million for the
1998 fiscal  quarter and $35.5  million  for the 1998 fiscal  nine-month  period
related to the Company's plan to consolidate and realign certain operating units
and  install  new  management  information  systems  at  each  of the  Company's
operating units.  These charges consist of writedowns to net realizable value of
assets and facilities  related to operating units that are being consolidated or
realigned and assets related to management information systems being replaced.

Income from Operations
Income from operations (after  amortization  charges of $3.9 million in the 1998
fiscal  quarter and $3.8  million in the 1997 fiscal  quarter)  decreased  64.3%
($22.8 million) in the 1998 fiscal quarter from the 1997 fiscal quarter. For the
1998 fiscal nine-month period,  income from operations  decreased 101.3% ($104.7
million) from the corresponding  prior period.  The decrease in the 1998 periods
was primarily attributable to the Acquisition Related Costs.

Excluding  the  Acquisition   Related  Costs,   income  from  operations  (after
amortization charges of $3.9 million in the 1998 fiscal quarter and $3.8 million
in the 1997 fiscal  quarter)  increased  7.2% ($2.6  million) in the 1998 fiscal
quarter over the 1997 fiscal  quarter.  For the 1998 fiscal  nine-month  period,
income from operations  increased  12.0% ($12.4 million) over the  corresponding
prior period. This increase was primarily attributable to operating efficiencies
realized  from prior  acquisitions  and to an increase  in the  average  size of
customer deliveries.

Nonrecurring Acquisition Costs
During the 1998 fiscal  nine-month  period,  the Company  incurred  nonrecurring
costs related to the  Acquisition.  These charges consist  primarily of fees for
financial advisory, legal, accounting and other professional services.

During the 1997 fiscal  nine-month  period,  the Company recorded a nonrecurring
charge  of $5.4  million  with  respect  to legal and  other  professional  fees
required to complete certain acquisitions.

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Income Taxes
During the three-month and nine-month  periods ended March 28, 1998, the Company
recognized tax expense (benefit) with respect to its operating loss at effective
rates of 10.2% and (13.4)%, respectively.  These rates reflect the effect on the
income tax  provision  of the tax  deductibility  of certain of the  Acquisition
Related Costs and the amortization of goodwill. The Company's effective tax rate
before the effect of the Acquisition Related Costs was 40.9% for the 1998 fiscal
quarter and 41.2% for the 1998 fiscal nine-month period.

Extraordinary Charge
Subsequent  to the  Acquisition,  the Company  applied  the  proceeds of its new
senior  bank  credit   facility   (the  "New  Credit   Facility")  to  refinance
substantially all of its indebtedness  (excluding capital leases,  approximately
$130   million  of  public  notes  and   approximately   $30  million  of  other
indebtedness) in order to lower  significantly its overall borrowing costs. As a
result of this refinancing during the 1998 fiscal nine-month period, the Company
recorded an extraordinary charge of $9.7 million (net of $6.3 million income tax
benefit)  related to the write-off of deferred  financing  costs with respect to
the extinguished debt and additional payments to holders of the Company's senior
notes due 2004,  which were paid in full, in accordance  with the related senior
note terms.

Liquidity and Capital Resources
As of March 28, 1998,  the Company's  total  long-term  indebtedness,  including
current  portion,  was $792 million,  with an overall  weighted average interest
rate of 6.9% (excluding deferred financing costs). Long-term borrowing increased
by $109  million  during the nine months  ended March 28,  1998  primarily  as a
result of  increased  working  capital,  capital  expenditures  and  Acquisition
Related Costs.

The Company's  working capital balance  (excluding  current portion of long-term
debt) of $334.3  million at March 28, 1998  increased by $71.3  million from the
balance at June 28, 1997. This increase was primarily  attributable to increased
net sales, seasonal increases in inventory and receivables, and the acquisitions
consummated.  The $76.2 million of capital expenditures in the nine-month period
ended  March 28, 1998  resulted  primarily  from  facility  expansion  projects,
including  new facility  projects in  Charlotte,  North  Carolina and Las Vegas,
Nevada,  as  well as  ongoing  costs  incurred  to  develop  the  Company's  new
management information systems.

The Acquisition  Related Costs are expected to be offset over the next two years
with the proceeds from the disposition of duplicate facilities.  The current net
book value of assets held for sale exceeds $55 million.

From time to time, the Company acquires 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 28, 1998,  $592.5 million of borrowings and $33.5 million of letters
of credit  were  outstanding  under the New Credit  Facility  and an  additional
$124.0 million remained available to finance the Company's working capital needs
and to meet the Company's other  liquidity  requirements.  The Company  believes
that the  combination of the cash flow generated by its  operations,  additional
leasing activity,  sales of duplicate assets and borrowings under the New Credit
Facility  will be  sufficient  to enable it to  finance  its growth and meet its
currently projected capital expenditures and other liquidity requirements.

Information Systems and the Impact of the Year 2000
Many computer systems and software  products  currently are coded to accept only
two digit  entries in the date code  field.  These date code fields will need to
accept four digit  entries to  distinguish  21st century dates from 20th century
dates. As a result, many companies' software and computer systems may need to be
upgraded or replaced in order to comply with such "Year 2000"  requirements (the
"Year 2000  issue").  The Company and third  parties with which the Company does
business rely on numerous computer programs in their day-to-day operations.

The Company is currently  installing new hardware and financial systems software
in each of its  operating  units.  The project is  currently  anticipated  to be
complete  in the fall of 1999 and will  result  in each of its  operating  units
being on the same hardware and software platforms,  all of which are expected to
be Year  2000  compliant.  The  Company  has been in  communication  with  major
suppliers  and  customers  to  determine  the extent to which the Company may be
vulnerable to such parties'  failure to remediate  their own systems in response
to the Year 2000 issue.  The  Company is not aware at this time of any  material
adverse impact on the Company that may result from its  relationships  with such
suppliers  and  customers.   However,   the  remediation   process  is  ongoing.
Accordingly,  management cannot presently  reasonably  predict,  what impact, if
any, the Year 2000 issue will have on the Company.

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                           PART II. OTHER INFORMATION


Item 2.       Changes in Securities and Use of Proceeds

              (c) On March 20, 1998, U.S.  Foodservice issued, in the aggregate,
                  228,773 shares of its common stock to the six  stockholders of
                  Westlund  Provisions,   Inc.  ("Westlund"),   a  company  U.S.
                  Foodservice  acquired  in  consideration  of its  issuance  of
                  shares of common stock. See Note 3 to the financial statements
                  appearing  elsewhere in this report.  In connection  with such
                  issuance,  U.S.  Foodservice  relied  on  the  exemption  from
                  registration  under the  Securities  Act of 1933  provided  in
                  Section 4(2) of such Act. U.S.  Foodservice  did not engage in
                  any advertising or general solicitation in connection with the
                  offer  and  sale  of  the   securities.   In  addition,   U.S.
                  Foodservice provided or made available information  concerning
                  U.S.  Foodservice  and the common  stock  obtained  investment
                  representations  from  each of the  selling  stockholders  and
                  placed restrictive legends on the certificates evidencing such
                  securities.

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

              The  following  Current  Reports  on Form 8-K  were  filed by U.S.
              Foodservice during the period covered by this Report.

               Date of Report                   Item Reported
              January 22, 1998    Item 5 (Resignation of Executive Officer)

              February 25, 1998   Item 5 (Post-merger financial results relating
                                            to Rykoff-Sexton, Inc.)

              February 27, 1998   Item 5 (Change in name of Registrant)

              March 9, 1998       Items 2, 5, 7 (Matters related to acquisition
                                                 of Rykoff-Sexton, Inc. amending
                                                 Current Report on Form 8-K
                                                 dated December 23, 1997)



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                                   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.

                                U.S. FOODSERVICE
                                  (Registrant)



DATE:  May 12, 1998                               /s/ Lewis Hay, III
       ------------                     ----------------------------------------
                                        Lewis Hay, III, Executive Vice President
                                               and Chief Financial Officer
                                             (Duly Authorized and Principal
                                                   Financial Officer)



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