SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                  FORM 10-Q/A1

(x)      QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 For the quarterly period ended January 6, 1996.

                                                             OR

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
         OF THE SECURITIES EXCHANGE ACT OF 1934
         For the transition period _______________ to __________________.

                         Commission file number: 0-16900


                             RICHFOOD HOLDINGS, INC.


Incorporated under the laws                     I.R.S. Employer Identification
of Virginia                                                     No. 54-1438602

                               8258 Richfood Road
                         Mechanicsville, Virginia 23111
                         Telephone Number (804) 746-6000

                                                              .
Explanatory Note:

This Form  10-Q/A1  amends the  quarterly  report that was filed on February 20,
1996. This Form 10-Q/A1  reflects  additional  adjustments to conform certain of
Super  Rite  Corporation's  accounting  practices  and  methods  to those of the
Company.



                                                     Page 1 of 12 pages.


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.   Financial Statements.

                    RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
              (Dollar amounts in thousands, except per share data)

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                     (Unaudited)
                                                Third  Quarter Ended

                                   January 6,                January 7,
                                      1996                      1995
                                   (12 Weeks)        %       (12 Weeks)        %
                                   ----------        -       ----------       --

<S>                                <C>            <C>        <C>            <C>
Sales                              $ 766,802      100.00     $  756,873     100.00
Costs and expenses, net:
     Cost of goods sold              691,071       90.12        681,629      90.06
     Operating and adminis-
          trative expenses            53,831        7.02         54,478       7.20
     Merger and integration costs     11,993        1.57             --         --
     Interest expense                  3,020        0.39          4,418       0.58
     Interest income                    (782)      (0.10)          (783)     (0.10)
                                     --------      ------      ---------     ------

Earnings before income taxes
     and extraordinary loss            7,669        1.00         17,131       2.26

Income taxes                           3,895        0.51          7,045       0.93
                                    ---------       ----       --------       ----

Earnings before extraordinary
      loss                             3,774        0.49         10,086       1.33

Extraordinary loss, net of tax         1,002        0.13             --         --
                                    --------        ----        --------      ----          -------

Net earnings                        $  2,772        0.36       $ 10,086       1.33
                                    ========        ====        ========       ====


Earnings per common share:

  Before extraordinary loss        $     .12                   $    .32
  Extraordinary loss                     .03                        --
                                  -----------                   --------

  Net earnings                     $     .09                   $    .32
                                  ==========                    ========


Cash dividends declared
     per common share              $     .03                   $   .025
                                  ==========                    ========


Average common shares
     outstanding                  31,238,018                 31,143,963
                                  ==========                 ===========
</TABLE>

See accompanying Notes to the Consolidated Financial Statements.


<PAGE>



                    RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
              (Dollar amounts in thousands, except per share data)

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                          (Unaudited)
                                                         Year-to-Date


                                   January 6,                     January 7,
                                      1996                           1995
                                   (36 Weeks)        %            (36 Weeks)        %
                                   ----------        -            ----------       --
<S>                                <C>             <C>             <C>            <C>  
Sales                            $ 2,251,312      100.00        $  2,089,081     100.00
Costs and expenses, net:
     Cost of goods sold            2,029,874       90.16           1,880,272      90.00
     Operating and adminis-
          trative expenses           160,425        7.13             150,750       7.22
  Merger and integration costs        11,993        0.53                  --         --
     Interest expense                  9,887        0.44              13,074       0.63
     Interest income                  (2,281)      (0.10)             (2,105)     (0.10)
                                   ----------      ------      --------------     ------

Earnings before income taxes
     and extraordinary loss           41,414        1.84              47,090       2.25
Income taxes                          17,625        0.78              19,491       0.93
                                   ---------        ----       -------------       ----

Earnings before extraordinary
      loss                            23,789        1.06              27,599       1.32

Extraordinary loss,  net of tax        1,002        0.05                  --         --
                                   ---------        ----       --------------    -------

Net earnings                      $   22,787        1.01       $      27,599       1.32
                                   =========        ====       =============       ====


Earnings per common share:

  Before extraordinary loss       $     .76                      $      .89
  Extraordinary loss                    .03                              --
                                 ----------                    ------------

  Net earnings                    $     .73                      $      .89
                                  =========                      ==========

Cash dividends declared
     per common share            $    .085                       $    .075
                                 =========                       =========


Average common shares
     outstanding                31,218,195                      31,124,023
                                ==========                     ==========
</TABLE>

See accompanying Notes to the Consolidated Financial Statements.



<PAGE>



                    RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                          (Dollar amounts in thousands)
<TABLE>
<CAPTION>


--------------------------------------------------------------------------------------------------
                                                                      January 6,        April 29,
                                                                           1996              1995
                                                                     (Unaudited)
--------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>         
Assets
Current assets:
     Cash and cash equivalents                                      $      4,149    $     29,381
    Receivables, less allowance for doubtful
         accounts of $2,982 and $3,667                                    97,959         107,651
    Inventories                                                          165,923         147,005
    Other current assets                                                  23,754          20,302
                                                                   -------------    ------------

Total current assets                                                     291,785         304,339
                                                                    ------------     -----------

Notes receivable, less allowance for
    doubtful accounts of $1,619 and $1,077                                28,352          26,988
Property and equipment, net                                              122,929         130,261
Goodwill, net                                                             75,188          79,732
Other assets                                                              40,569          39,450
                                                                    ------------   -------------

Total assets                                                          $  558,823      $  580,770
                                                                      ==========      ==========


Liabilities and Stockholders' Equity Current liabilities:
    Current installments of long-term debt
         and capital lease obligations                               $    11,205    $     11,618
    Accounts payable                                                     178,806         162,189
    Accrued expenses and other current
         liabilities                                                      54,831          57,752
                                                                     -----------     -----------

Total current liabilities                                                244,842         231,559
                                                                      ----------      ----------

Long-term debt and capital lease
    obligations                                                          105,299         166,913
Deferred credits and other                                                23,643          21,968

Stockholders' equity:
    Preferred stock, without par value; authorized
         5,000,000 shares; none issued or outstanding                     -                -
    Common stock, without par value; authorized
         60,000,000 shares; issued and outstanding
         31,247,164  and 31,199,663                                       64,826          63,978
    Retained earnings                                                    120,213          96,352
                                                                     -----------    ------------

Total stockholders' equity                                               185,039         160,330
                                                                     -----------     -----------

Total liabilities and stockholders' equity                            $  558,823      $  580,770
                                                                      ==========      ==========
</TABLE>

See accompanying Notes to the Consolidated Financial Statements.

<PAGE>



                    RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------
                                                                           (Unaudited)
                                                                           Year-to-Date
                                                                     January 6,       January 7,

                                                                           1996             1995
                                                                      (36 Weeks)       (36 Weeks)
------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>
Operating activities:
    Net earnings                                                       $  22,787        $ 27,599
    Adjustments to conform the fiscal year ends
           of pooled companies:  net earnings                              2,548              --
                                 non-cash components                       1,959              --

    Adjustments to reconcile net earnings to net cash provided
           by operating activities:
        Depreciation and amortization                                     20,363          18,637
        Provision for doubtful accounts                                    3,276           1,536
        Extraordinary loss on debt extinguishment,
          non-cash component                                                 673              --
        Other, net                                                        (2,805)         (1,870)
           Changes in operating assets and liabilities:
          Receivables                                                      5,617         (12,685)
          Inventories                                                    (22,867)        (16,141)
          Other current assets                                               729             371
          Accounts payable, accrued expenses
                and other liabilities                                     19,427          22,850
                                                                      ----------       ---------

    Net cash provided by operating activities                             51,707           40,297
                                                                      ----------        ---------

Investing activities:
    Purchases of property and equipment                                   (9,504)        (17,251)
    Business acquisition, net of cash acquired                                --         (50,766)
    Issuance of notes receivable                                          (9,038)         (9,681)
    Collections on notes receivable                                        9,031           8,311
    Other, net                                                            (3,823)          1,611
                                                                     -------------    ----------

     Net cash used for investing activities                              (13,334)        (67,776)
                                                                      -----------       ---------

Financing activities:
    Net proceeds of (repayments on) long-term debt                       (62,027)         11,632
    Proceeds from issuance of common stock
         under employee stock incentive plans                                431              34
    Cash dividends paid on common stock                                   (2,009)         (1,514)
                                                                      -----------      ----------

    Net cash provided by (used for)
         financing activities                                            (63,605)         10,152
                                                                       ----------      ---------

Net decrease in cash and cash equivalents                                (25,232)        (17,327)

Cash and cash equivalents at beginning of period                          29,381          21,088
                                                                      ----------      ----------

Cash and cash equivalents at end of period                            $    4,149      $    3,761
                                                                      ==========      ==========
</TABLE>

See accompanying Notes to the Consolidated Financial Statements.


<PAGE>




                    RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1.    The consolidated  financial statements of Richfood Holdings,  Inc.
           and  subsidiaries  (the  "Company")  presented  herein are  unaudited
           (except  for the  consolidated  balance  sheet as of April 29,  1995,
           which has been derived from the audited consolidated balance sheet as
           of  that  date  and  restated  for  the  effect  of  the  Super  Rite
           Corporation   ("Super   Rite")   acquisition   accounted   for  as  a
           pooling-of-interests,  see Note 3),  and have  been  prepared  by the
           Company  pursuant to the rules and  regulations of the Securities and
           Exchange  Commission.  The accounting policies and principles used to
           prepare  these  interim   consolidated   financial   statements   are
           consistent  in all  material  respects  with those  reflected  in the
           consolidated  financial  statements  included in the Annual Report on
           Form 10-K for the fiscal year ended April 29, 1995  ("fiscal  1995").
           In the opinion of management,  such consolidated financial statements
           include all adjustments,  consisting of normal recurring  adjustments
           and the use of estimates, necessary to summarize fairly the Company's
           financial position and results of operations. Certain information and
           note  disclosures   normally   included  in  consolidated   financial
           statements  prepared in accordance with generally accepted accounting
           principles have been omitted  pursuant to such rules and regulations.
           These consolidated financial statements should be read in conjunction
           with the  consolidated  financial  statements  and notes  thereto  of
           Richfood Holdings,  Inc.,  included in its Annual Report on Form 10-K
           for fiscal year 1995, and the consolidated  financial  statements and
           notes  thereto of Super Rite,  included in its Annual  Report on Form
           10-K  for the  fiscal  year  ended  March 4,  1995.  The  results  of
           operations for the twelve and  thirty-six  week periods ended January
           6, 1996,  may not be  indicative  of the results that may be expected
           for the fiscal year ending April 27, 1996 ("fiscal 1996").

Note 2.    On August 23, 1994,  the Company  acquired all of the  outstanding
           common stock of Rotelle,  Inc.  ("Rotelle"),  a wholesale frozen food
           distributor  headquartered  near  Philadelphia,   Pennsylvania.   The
           purchase  price of the  acquisition  was $50.7  million.  The Company
           accounted  for  the   acquisition   under  the  purchase   method  of
           accounting.  Accordingly,  the results of  operations of the acquired
           business have been included in the Company's
           Consolidated   Statements   of   Earnings   since  the  date  of  the
           acquisition.  On April 3, 1995, the Company  acquired  certain assets
           and assumed certain  contracts of the wholesale  grocery  division of
           Camellia Food Stores, Inc. ("Camellia"),  a wholesale and retail food
           distributor  headquartered in Norfolk,  Virginia. As a result of that
           acquisition, the Company serves as a wholesale supplier to Camellia's
           46 retail stores and most of the 120  independent  retail stores that
           previously  had been served by  Camellia's  wholesale  division.  The
           purchase price of the acquisition was approximately $7.1 million. See
           Note 2 to  the  Consolidated  Financial  Statements  included  in the
           Company's Annual Report on Form 10-K for fiscal 1995.

Note 3.    Effective October 15, 1995 (the "Effective Time"), SR Acquisition,
           Inc.,  a   wholly-owned   subsidiary  of  Richfood   Holdings,   Inc.
           ("Richfood"), was merged (the "Super Rite Acquisition") with and into
           Super Rite pursuant to an Agreement and Plan of Reorganization, dated
           as of June 26, 1995,  and amended as of October 13, 1995 and February
           6, 1996 (the "Agreement"), and a related Plan of Merger. As a result,
           at the Effective Time, Super Rite became a wholly-owned subsidiary of
           Richfood and each  outstanding  share of common stock,  no par value,
           $.01 stated  value per share,  of Super Rite was  converted  into the
           right to receive  1.0205  shares of common  stock,  no par value,  of
           Richfood. Under the terms of the Agreement, Richfood issued 9,770,188
           shares of Richfood  common stock to the  shareholders  of Super Rite,
           and all  outstanding  options to acquire  shares of Super Rite common
           stock were  converted into options to acquire  approximately  230,000
           shares of Richfood  common stock.  The acquisition has been accounted
           for as a  pooling-of-interests  and,  accordingly,  the  consolidated
           financial  statements for periods prior to the combination  have been
           restated to include the accounts of Super Rite. The fiscal 1995 third
           quarter and year-to-date consolidated financial statements presented,
           which present twelve and thirty-six weeks, include thirteen weeks and
           thirty-nine   weeks,   respectively,   of  Super   Rite's   financial
           information.   Richfood  has   conformed   certain  of  Super  Rite's
           accounting  practices and methods to its own in conjunction  with the
           restatement of the prior historical consolidated financial statements
           in accordance with the pooling-of-interests method.

           Super Rite  previously  used the fiscal year  ending on the  Saturday
           closest  to  February  29th  or  March  1st for  financial  reporting
           purposes. In order to conform to Richfood's fiscal year, Super Rite's
           net earnings of $2.5 million on sales of $228.1 million for the eight
           week period from March 4, 1995 to April 29, 1995 have been  reflected
           as a direct adjustment to retained earnings.

           Sales and  net  earnings  of  the  separate   companies,   and  their
           respective subsidiaries,  for the twenty-four week period preceding 
           the Effective Time and the comparable  prior year period,  and for
           the thirty-six  week period ended January 7, 1995 are as follows:

<TABLE>
<CAPTION>
           (Amounts in thousands)
                                                          (Unaudited)
                                          October 14,     October 15,      January 7,
                                             1995            1994             1995
                                        (24 Weeks)        (24 Weeks)      (36 Weeks)
          --------------------------------------------------------------------------
<S>                                    <C>            <C>                <C>         
           Sales:
               Richfood Holdings, Inc. $    782,932   $    641,084       $  1,021,542
               Super Rite Corporation       703,244        691,833(a)       1,068,603(b)
               Adjustments to conform
               certain of Super Rite's
               accounting practices
               and methods                   (1,666)          (709)            (1,064)
                                      -------------    ------------      ------------
            Combined                    $ 1,484,510    $ 1,332,208       $  2,089,081
                                        ===========    ===========       ============

           Net earnings:
               Richfood Holdings, Inc.$      12,903    $    10,172             16,603
               Super Rite Corporation         6,054          5,921(a)           9,191(b)
               Adjustments to conform
               certain of  Super Rite's
               accounting practices
               and  methods                   1,070          1,320              1,805
                                    ---------------  -------------     -------------
            Combined                  $      20,027    $    17,413       $     27,599
                                      =============  =============     ==============
</TABLE>

          (a)        Reflects  operating  results of Super Rite  Corporation and
                     subsidiaries  for the twenty-six  week period from February
                     27, 1994 to August 27, 1994.

           (b)       Reflects  operating  results of Super Rite  Corporation and
                     subsidiaries  for the thirty-nine week period from February
                     27, 1994 to November 26, 1994.

           Adjustments to conform certain of Super Rite Corporation's accounting
           practices  and methods to those of Richfood  primarily  relate to the
           accounting  for  inventories,   pre-opening  and  closing   expenses,
           insurance and certain other operating expenses.

Note 4.    The extraordinary loss, net of tax, of $1.0 million for the twelve
           and thirty-six  week periods ended January 6, 1996 primarily  related
           to the repurchase,  at market prices above par, of approximately $9.7
           million  principal  amount of Super Rite 10 5/8% Senior  Subordinated
           Notes  ("Senior  Notes") and is  comprised  of (i) the amount paid in
           excess of their par value, and (ii) the write-off of related deferred
           financing costs. The Company expects to continue to repurchase Senior
           Notes,   from  time  to  time,   when  market  prices   therefor  are
           economically  beneficial in relation to the Company's  cost of funds.
           In  addition,  the  Company  expects  to call the  Senior  Notes  for
           redemption on April 1, 1997, the first permitted  redemption date, at
           their redemption price of 105.31% of par.

Note 5.    The Company is party to legal  actions that are  incidental to its
           business. While the outcome of such legal actions cannot be predicted
           with certainty, the Company believes that the outcome of any of these
           proceedings,  or all of  them  combined,  will  not  have a  material
           adverse effect on its consolidated financial position or operations.


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

Recent Acquisition

         As  described  in Note 3 to the  Notes  to the  Consolidated  Financial
Statements  included  herein,  at  the  Effective  Time,  Super  Rite  became  a
wholly-owned  subsidiary  of Richfood and each  outstanding  share of Super Rite
common stock was converted  into the right to receive  1.0205 shares of Richfood
common stock.  Richfood issued  9,770,188 shares of Richfood common stock in the
Super Rite  Acquisition,  resulting  in former Super Rite  shareholders  holding
approximately 31 percent of the outstanding shares of Richfood common stock. The
Agreement and the issuance of Richfood common stock in connection with the Super
Rite Acquisition were approved by the shareholders of Super Rite and Richfood at
separate meetings held on October 12, 1995.

         Super Rite is a full service wholesale food distributor  supplying more
than 240 retail supermarkets in Pennsylvania,  New Jersey,  Maryland,  Delaware,
Virginia and West Virginia.  Super Rite also operates a retail grocery division,
consisting  of  eleven  "superstores"  in the  Baltimore,  Maryland  and  Dover,
Delaware markets  operating under the METRO  tradename,  and six supermarkets in
metropolitan  Baltimore,  Maryland  operating under the BASICS tradename.  Super
Rite operates as a separate, wholly-owned subsidiary of Richfood.

         Additional  information  with respect to the Super Rite  Acquisition is
set  forth  in the  Joint  Proxy  Statement/Prospectus  included  in  Richfood's
Registration  Statement on Form S-4 (File No. 33-62413) which is incorporated by
reference herein.

Results of Operations

         Sales for the twelve  week  period  ended  January  6, 1996,  of $766.8
million  consisted  of $729.1  million of  wholesale  grocery  sales,  including
intersegment sales of $35.2 million,  and $72.9 million of retail grocery sales.
Wholesale  grocery sales of $729.1 million  increased $6.6 million,  or 0.9%, as
compared  to sales of $722.5  million  for the same  period  last  fiscal  year.
Excluding the  additional  week in the fiscal 1995 third quarter for Super Rite,
wholesale  grocery  sales  would have  increased  $32.9  million,  or 4.7%.  The
increase  was  primarily  attributable  to:  sales to  former  customers  of the
wholesale  division  of  Camellia  Food  Stores,  Inc.  ("Camellia"),  which was
acquired by the Company in April 1995; sales to new customers at Super Rite; and
sales to customers who expanded their retail operations. Retail grocery sales of
$72.9  million  decreased  $3.0  million,  or 3.9%,  compared  to sales of $75.9
million for the same period last fiscal year.  Excluding the additional  week in
the fiscal 1995 third  quarter for Super Rite,  retail  grocery sales would have
increased  $2.8 million,  or 4.1%.  The increase was primarily  attributable  to
effect of increased sales from three METRO stores opened between  September 1994
and September 1995,  offset in part by the loss of sales from the closing of two
BASICS stores in the fourth quarter of fiscal 1995.

         Sales for the  thirty-six  week period ended  January 6, 1996, of $2.25
billion  consisted  of $2.14  billion  of  wholesale  grocery  sales,  including
intersegment  sales of $101.8  million,  and $211.0  million  of retail  grocery
sales.  Wholesale  grocery sales of $2.14 billion  increased $146.8 million,  or
7.4% over sales of $2.00 billion for the same period last fiscal year. Excluding
the three  additional  weeks in the  fiscal  1995 year to date  period for Super
Rite,  wholesale  grocery sales would have increased  $221.7 million,  or 11.5%.
This  increase  in  wholesale  grocery  sales  was  primarily  attributable  to:
thirty-six  weeks of Rotelle  sales in the fiscal 1996 year to date  period,  as
compared to twenty  weeks of Rotelle  sales  included in the fiscal 1995 year to
date  period;  sales  to new  customers  served  as a  result  of the  Company's
acquisition  of the  wholesale  division of Camellia;  sales to new customers of
Super Rite; and sales to customers who expanded their retail operations.  Retail
grocery sales of $211.0 million  decreased $9.9 million,  or 4.5%, from sales of
$220.8  million  for the same  period  last  fiscal  year.  Excluding  the three
additional  weeks in the fiscal 1995 year to date period for Super Rite,  retail
grocery  sales would have  increased  $7.2  million,  or 3.5%.  This increase in
retail grocery sales was primarily attributable to the effect of increased sales
from five METRO stores opened between March 1994 and September  1995,  which was
partially  offset by the loss of sales from the closing of two BASICS  stores in
the fourth quarter of fiscal 1995.

         Gross  margin was 9.88% for the twelve  week  period  ended  January 6,
1996,  compared to 9.94% for the same period last fiscal year.  Gross margin was
9.84% for the  thirty-six  week period ended  January 6, 1996 compared to 10.00%
for the same period last fiscal year.  The decrease in gross margin is primarily
the result of increased sales by Super Rite in lower-margin  dry grocery product
lines.

         Operating and administrative  expenses for the twelve week period ended
January  6, 1996,  were  $53.8  million,  or 7.02% of sales,  compared  to $54.5
million, or 7.20% of sales, for the same period last fiscal year.  Operating and
administrative  expenses for the  thirty-six  week period ended January 6, 1996,
were $160.4 million, or 7.13% of sales,  compared to $150.8 million, or 7.22% of
sales,  for the same period last fiscal  year.  The  decrease in  operating  and
administrative expenses as a percent of sales was primarily due to the Company's
continued  focus on operating  efficiency and cost control and its commitment to
realizing the synergies available from the Super Rite Acquisition.

         The  Company's  operating  results for the twelve and  thirty-six  week
periods  ended  January  6, 1996  include  a  one-time  charge  for  merger  and
integration  costs of $12.0 million,  or $7.8 million on an after-tax  basis, in
connection  with the Super Rite  Acquisition.  This charge relates  primarily to
transaction  costs associated with the Super Rite  Acquisition,  severance costs
and costs  related to the  conversion of certain  BASICS  locations to the METRO
store format.

         Interest  expense  for the twelve and  thirty-six  week  periods  ended
January 6, 1996 was $3.0  million and $9.9  million,  respectively,  compared to
interest expense of $4.4 million and $13.1 million,  respectively,  for the same
periods  last fiscal  year.  The  decrease  is  primarily  due to lower  average
borrowings under revolving credit facilities,  the early  extinguishment of $9.7
million of Super Rite Senior Notes and the repayment of borrowings under a $25.0
million Super Rite term loan facility.

         Interest  income for the  twelve  and  thirty-six  week  periods  ended
January 6, 1996 was $0.8 million and $2.3 million,  respectively, as compared to
interest  income of $0.8 million and $2.1  million,  respectively,  for the same
periods last fiscal year.

         The  Company's  effective  income  tax rate was 50.8% and 42.6% for the
twelve and thirty-six week periods ended January 6, 1996, respectively, compared
to 41.1% and 41.4%,  respectively,  for the same periods  last fiscal year.  The
higher  effective tax rate for the twelve and thirty-six  week periods of fiscal
1996 is attributable  to certain  non-deductible  merger and  integration  costs
associated with the Super Rite Acquisition.

         The extraordinary  loss, net of tax, of $1.0 million for the twelve and
thirty-six week periods ended January 6, 1996, is related to the repurchase,  at
market  prices  above par, of $9.7  million  principal  amount of the Super Rite
Notes and is comprised of (i) the amount paid in excess of their par value,  and
(ii) the write-off of related  deferred  financing costs. The Company expects to
continue  to  repurchase  Super Rite Notes,  from time to time,  when the market
prices therefor are economically beneficial in relation to the Company's cost of
funds.  In  addition,  the  Company  expects  to call the Super  Rite  Notes for
redemption as of April 1, 1997, the first  permitted  redemption  date, at their
redemption price of 105.31% of par.

         Net earnings for the twelve and  thirty-six  week periods ended January
6, 1996 were $2.8 million,  or $0.09 per share, and $22.8 million,  or $0.73 per
share, respectively. Excluding the effects of the one-time charge related to the
Super  Rite  acquisition  and  the  extraordinary  loss  related  to  the  early
extinguishment  of the debt,  net  earnings for the twelve and  thirty-six  week
periods ended January 6, 1996 were $11.6 million,  or $0.37 per share, and $31.6
million,  or $1.01 per  share,  respectively.  Net  earnings  for the twelve and
thirty-six  week periods  ended  January 6, 1996,  excluding  the effects of the
one-time  charge  and  the  extraordinary  loss,  represent  a 14.7%  and  14.5%
increase, respectively, over net earnings of $10.1 million and $27.6 million for
the same periods last fiscal year.

<PAGE>


Liquidity and Capital Resources

         Cash and cash  equivalents  were  $4.1  million  at  January  6,  1996,
compared to $29.4 million at April 29, 1995.

         Net cash  provided by  operating  activities  for the  thirty-six  week
period  ended  January 6, 1996 was $51.7  million.  This  amount  includes:  net
earnings  of $22.8  million;  adjustments  to conform the fiscal year end of the
pooled company,  including net earnings of $2.5 million and non-cash  components
of $2.0 million; depreciation and amortization of $20.4 million; and the effects
of seasonal changes in operating assets and liabilities, including inventory and
accounts  payable.  The adjustments to conform the fiscal year end of the pooled
company  consist of Super Rite's net earnings for the eight week period  between
March 4, 1995, its former fiscal year end, and Richfood's April 29, 1995, fiscal
year  end,  and  certain  non-cash   components,   primarily   depreciation  and
amortization, for the same period.

         Working capital was $46.9 million at January 6, 1996, and $72.8 million
at April 29,  1995.  The decrease in working  capital  from April 29,  1995,  to
January 6, 1996,  related  primarily to a reduction in cash and cash equivalents
that were utilized  during the third quarter of fiscal 1996 to reduce  long-term
debt.

         Net cash  used  for  investing  activities  of  $13.3  million  for the
thirty-six  week period ended  January 6, 1996  included $9.5 million of capital
expenditures.  Capital expenditures include capital employed for the addition of
new METRO  "superstores"  and the  conversion  of existing  BASICS stores to the
METRO  format.  In  addition,  capital  expenditures  included  the  purchase of
warehouse racking and material handling equipment at the Company's  distribution
centers and improvements to the dairy.

         The Company remains  committed to providing secured financing to retail
customers.  Loans issued to retailers were $9.0 million for the thirty-six  week
period ended  January 6, 1996,  and were offset by $9.0 million of repayments by
retailers.

           The Company  financed its $50.7  million  purchase of Rotelle  during
fiscal 1995 with borrowings under a $35.0 million revolving credit facility with
a commercial bank, together with internally generated funds and borrowings under
an existing  revolving  credit  facility.  The $35.0  million  revolving  credit
facility was repaid in full in fiscal 1995.

         Net cash  used  for  financing  activities  of  $63.6  million  for the
thirty-six  week period  ended  January 6, 1996,  consisted  primarily  of $62.0
million of net repayments on long-term debt and revolving credit facilities. The
$62.0 million of net  repayments  primarily  related to the repayment of a $25.0
million  revolving credit  facility,  a $25.0 million term loan facility and the
early extinguishment of $9.7 million of the Super Rite Notes.

         The Company's  long-term  debt,  including  capital  leases and current
maturities, was $116.5 million at January 6, 1996, compared to $178.5 million at
April 29,  1995.  The ratio of  long-term  debt,  including  capital  leases and
current maturities,  to equity was 0.63 to 1 at January 6, 1996 and 1.11 to 1 at
April 29, 1995.

         Since  January 6, 1996,  the Company has  repurchased  at market prices
above par, an additional $17.5 million principal amount of Super Rite Notes, and
expects to record an  extraordinary  loss,  net of tax,  of  approximately  $1.1
million during the fourth quarter of fiscal 1996, related to such repurchases.

         The  Company  believes  that it has the ability to continue to generate
adequate funds from its operations  and through  borrowings  under its long-term
debt facilities to maintain its competitive position and expand its business.

<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.

                                                 RICHFOOD HOLDINGS, INC.


  Date:  March 19, 1996                          By /s/ J. Stuart Newton
                                                    --------------------
                                                     J. Stuart Newton
                                                     Senior Vice President
                                                     and Chief Financial Officer