SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

(x)   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended January 9, 1999.

                                      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

                           4860 Cox Road, Suite 300
                             Glen Allen, VA 23060
                       Telephone Number (804) 915-6000


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 outstanding of the Registrant's common stock as of February
16, 1999, was as follows:

             Common Stock, without par value: 47,730,744 shares.

<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)

------------------------------------------------------------------------------

                                                 (Unaudited)
                                              Third Quarter Ended
                                  --------------------------------------------
                                   January 9,              January 10,
                                     1999                    1998
                                  (12 weeks)       %      (12 weeks)       %
------------------------------------------------------------------------------
Sales                              $ 946,649     100.00   $ 743,951     100.00

Costs and expenses:
   Cost of goods sold                774,637      81.83     661,828      88.96
   Operating and adminis-
     trative expenses                129,491      13.68      53,789       7.23
   Interest expense                   11,479       1.21         778       0.10
   Interest income                      (687)     (0.07)       (867)     (0.11)
                                   ---------     ------    --------     ------
Earnings before income taxes          31,729       3.35      28,423       3.82

Income taxes                          12,295       1.30      10,843       1.46
                                  ----------  ---------   ---------  ---------
Net earnings                      $   19,434       2.05  $   17,580       2.36
                                  ==========  =========  ==========  =========
Net earnings per
     common share                 $      .41             $      .37
                                  ==========             ==========

Net earnings per
     common share-
     assuming dilution            $      .41             $      .37
                                  ==========             ==========
Cash dividends declared
     per common share             $      .05             $      .04
                                  ==========             ==========


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)

------------------------------------------------------------------------------

                                                 (Unaudited)
                                                 Year-to-Date
                                  --------------------------------------------
                                   January 9,              January 10,
                                     1999                    1998
                                  (36 weeks)       %      (36 weeks)       %
------------------------------------------------------------------------------
Sales                            $ 2,757,158     100.00 $ 2,202,550     100.00

Costs and expenses:
   Cost of goods sold              2,262,960      82.08   1,962,538      89.10
   Operating and adminis-
     trative expenses                385,133      13.97     163,484       7.42
   Interest expense                   33,016       1.20       2,559       0.12
   Interest income                    (2,351)     (0.09)     (2,723)     (0.12)
                                   ---------     ------    --------     ------
Earnings before income taxes          78,400       2.84      76,692       3.48

Income taxes                          30,601       1.11      29,596       1.34
                                  ----------  ---------   ---------  ---------
Net earnings                      $   47,799       1.73  $   47,096       2.14
                                  ==========  =========  ==========  =========
Net earnings per
     common share                 $     1.00             $      .99
                                  ==========             ==========

Net earnings per
     common share-
     assuming dilution            $     1.00             $      .99
                                  ==========             ==========
Cash dividends declared
     per common share             $      .15             $      .12
                                  ==========             ==========





See accompanying Notes to the Consolidated Financial Statements.



<PAGE>
                   RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                           (Dollar amounts in thousands)

------------------------------------------------------------------------------
                                                       January 9,   May 2,
                                                         1999        1998
                                                     (Unaudited)
------------------------------------------------------------------------------
Assets
Current assets:
   Cash and cash equivalents                        $    12,670  $   39,968
   Receivables, less allowance for doubtful
        accounts of $3,403 (fiscal 1998 - $3,393)       127,817     101,454
   Inventories                                          257,673     194,875
   Assets held for sale                                  30,088           -
   Other current assets                                  24,545      20,675
                                                    -----------  ----------

Total current assets                                    452,793     356,972
                                                    -----------  ----------

Notes receivable, less allowance for
   doubtful accounts of $1,349 (fiscal 1998 - $1,654)    34,365      22,767
Assets held for sale                                     30,554      26,342
Property and equipment, net                             240,758     187,288
Goodwill, net                                           591,942     263,369
Other assets                                             90,670      52,113
                                                    -----------  ----------

Total assets                                        $ 1,441,082  $  908,851
                                                    =========== ===========

Liabilities and Shareholders' Equity
Current liabilities:
   Current installments of long-term debt
         and capital lease obligations              $   208,565  $   16,684
   Accounts payable                                     197,040     209,009
   Accrued expenses and other current liabilities       132,848      76,942
                                                    -----------  ----------

Total current liabilities                               538,453     302,635
                                                    -----------  ----------

Long-term debt and capital lease obligations            510,882     253,087
Deferred credits and other                               24,312      28,915

Shareholders' equity:
   Preferred stock, without par value:
        Authorized shares - 5,000,000;
        none issued or outstanding                            -           -
   Common stock, without par value:
        Authorized shares - 90,000,000;
        issued and outstanding shares
        47,682,993 and 47,658,964                        90,919      90,729
   Retained earnings                                    276,516     233,485
                                                    -----------  ----------

Total shareholders' equity                              367,435     324,214
                                                    -----------  ----------

Total liabilities and shareholders' equity          $ 1,441,082 $   908,851
                                                    =========== ===========

See accompanying Notes to the Consolidated Financial Statements.

<PAGE>
                   RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Dollar amounts in thousands)
------------------------------------------------------------------------------

                                                              (Unaudited)
                                                         January 9,  January 10,
                                                            1999        1998
                                                         (36 weeks)  (36 weeks)
------------------------------------------------------------------------------

Operating activities:
   Net earnings                                         $  47,799   $  47,096
   Adjustments to reconcile net earnings to net cash
    (used for) provided by operating activities:
      Depreciation and amortization                        38,632      21,807
      Provision for doubtful accounts                       2,493       2,919
      Other, net                                           (1,823)         13
      Changes in operating assets and liabilities,
       net of effects of acquisitions:
       Receivables                                        (28,092)     (4,654)
       Inventories                                        (30,692)       (767)
       Other current assets                                 1,808       2,097
       Accounts payable, accrued expenses
           and other liabilities                          (47,098)     (1,628)
                                                       ----------   ---------

Net cash (used for) provided by operating activities      (16,973)     66,883
                                                       ----------   ---------

Investing activities:
   Acquisitions, net of cash acquired                    (182,701)          -
   Proceeds from sale of assets held for sale               8,179           -
   Purchases of property and equipment                    (45,865)    (15,082)
   Proceeds from sale of property and equipment            28,234           -
   Issuance of notes receivable                           (12,305)     (8,440)
   Collections on notes receivable                          2,761       4,614
   Other, net                                              (6,325)     (7,714)
                                                       ----------   ---------

Net cash used for investing activities                   (208,022)    (26,622)
                                                       ----------   ---------

Financing activities:
   Net proceeds from revolving credit facilities           35,000           -
   Proceeds from issuance of long-term debt               200,000           -
   Principal repayments on long-term debt
      and capital lease obligations                       (30,920)    (10,617)
   Proceeds from issuance of common stock
      under employee stock incentive plans                    291       1,174
   Cash dividends paid on common stock                     (6,674)     (5,224)
                                                       ----------   ---------

Net cash provided by (used for) financing activities      197,697     (14,667)
                                                       ----------   ---------

Net (decrease) increase in cash and cash equivalents      (27,298)     25,594

Cash and cash equivalents at beginning of period           39,968      10,416
                                                       ----------  ----------

Cash and cash equivalents at end of period             $   12,670  $   36,010
                                                       ==========  ==========


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 May 2, 1998, which has been derived
        from the audited  consolidated  balance  sheet as of that date) 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 May 2, 1998 ("fiscal  1998").  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 the  Company
        included in its Annual Report on Form 10-K for fiscal 1998.  The results
        of operations for the twelve and  thirty-six  week periods ended January
        9, 1999,  may not be  indicative of the results that may be expected for
        the fiscal year ending May 1, 1999 ("fiscal 1999").

Note 2. On May 18, 1998, a  wholly-owned  subsidiary  of  the Company  acquired
        all of the  outstanding  shares of Dart Group  Corporation  ("Dart") for
        $160 per  share,  net to the  seller in cash,  or  approximately  $201.0
        million (the "Dart Acquisition").  The purchase price has been allocated
        to the assets acquired and liabilities  assumed based on their estimated
        fair values according to preliminary valuations.  Dart, headquartered in
        Landover,  Maryland,  was  comprised,  at the time of  acquisition,  of:
        Shoppers Food Warehouse Corporation ("Shoppers"),  a 100% owned chain of
        37 price impact  supermarkets  operating in the greater  Washington,  DC
        metropolitan  area; Trak Auto  Corporation  ("Trak"),  a  publicly-owned
        retailer of auto parts  (67.1% owned by Dart);  Crown Books  Corporation
        ("Crown"),  a  publicly-owned  retailer of popular books (52.3% owned by
        Dart); and Total Beverage  Corporation  ("Total  Beverage"),  a discount
        beverage  retailer  (100%  owned  by  Dart).  At the  time  of the  Dart
        Acquisition,  Shoppers had outstanding  $200 million in principal amount
        of 9  3/4%  Senior  Notes  due  2004.  The  Company  accounted  for  the
        acquisition  under the purchase method of accounting  and,  accordingly,
        the results of operations of Dart and Shoppers have been included in the
        Company's  Consolidated   Statements  of  Earnings  since  the  date  of
        acquisition. The results of operations of Trak, Crown and Total Beverage
        are excluded from the Consolidated  Statement of Earnings for the twelve
        and  thirty-six  week periods ended January 9, 1999, in accordance  with
        Emerging  Issues Task Force  Issue No.  87-11:  "Allocation  of Purchase
        Price to Assets to be Sold."

        Total  Beverage was sold by Dart to an  unaffiliated  third party on May
        22,  1998  for  approximately  $8.2  million.  As  it is  the  Company's
        intention  to  dispose  of  Trak  within  one  year  from  the  date  of
        acquisition,  Trak is classified as a current asset held for sale in the
        Company's  Consolidated  Balance Sheet at its  estimated net  realizable
        value.  Crown filed a voluntary petition for protection under Chapter 11
        of the United States Bankruptcy Code on July 14, 1998.

        On March 4, 1998,  a  wholly-owned  subsidiary  of the Company  acquired
        substantially all of the assets and assumed certain  liabilities of Farm
        Fresh,  Inc.,  a  privately  held  supermarket  chain  headquartered  in
        Norfolk,  Virginia  ("Farm  Fresh").  The  Company  did not assume  Farm
        Fresh's  indebtedness  for  borrowed  money  or  lease  obligations  for
        previously  closed stores or stores that were closed in connection  with
        the  transaction.  The Company  accounted for the acquisition  under the
        purchase  method  of  accounting  and,   accordingly,   the  results  of

<PAGE>

        operations of the acquired  business have been included in the Company's
        Consolidated Statement of Earnings since the date of acquisition.

        The  following  unaudited  pro forma  financial  information  presents a
        summary of  consolidated  results of  operations  of the  Company,  Dart
        (excluding  the operations of Trak,  Crown and Total  Beverage) and Farm
        Fresh as if the  acquisitions  had  occurred at the  beginning of fiscal
        1998,  with pro forma  adjustments  to give  effect to  amortization  of
        goodwill,  interest  expense  on  acquisition  debt  and  certain  other
        adjustments,   together  with  related  tax  effects.   This  pro  forma
        information  is presented  for  informational  purposes  only and is not
        necessarily  indicative of the combined results of operations that would
        have occurred had the transactions been consummated on that date or that
        may be  obtained  in the  future.  The  purchase  price of Dart has been
        allocated to the assets acquired and liabilities  assumed based on their
        estimated  fair  values  according  to  preliminary   valuations.   Such
        estimated  values may change as the  valuations  are  finalized and more
        facts become known.


<TABLE>
<CAPTION>

        (in thousands, except per share data)     Twelve weeks ended         Thirty-six weeks ended
                                               January 9,    January 10,   January 9,      January 10,
                                                 1999           1998         1999             1998
                                                 ----           ----         ----             ----
<S>                                           <C>           <C>            <C>              <C>
        Sales                                   $ 946,649  $  943,987    $ 2,777,560      $ 2,825,430

        Earnings before extraordinary loss and
        cumulative effect of accounting change  $  19,434  $   11,013    $    47,587      $    40,486

        Extraordinary loss, net of tax                  -           -              -           (3,126)

        Cumulative effect of accounting change,
        net of tax                                      -           -              -            1,729
                                                ---------  ----------    -----------      -----------

        Net earnings                            $  19,434  $   11,013    $    47,587      $    39,089
                                                =========  ==========    ===========      ===========
        Per Common Share Data:

        Earnings before extraordinary loss and
        cumulative effect of accounting change  $    0.41  $     0.23    $      1.00      $      0.85

        Extraordinary loss, net of tax                  -           -              -            (0.07)

        Cumulative effect of accounting
        change, net of tax                              -           -              -             0.04
                                                ---------  ----------    -----------      -----------

        Net earnings                            $    0.41  $     0.23    $      1.00      $      0.82
                                                =========  ==========    ===========      ===========
        Earnings before extraordinary loss
        and cumulative effect of accounting
        change--assuming dilution               $    0.41  $     0.23    $      1.00      $      0.85

        Extraordinary loss, net of tax
        --assuming dilution                             -           -              -            (0.07)

        Cumulative effect of accounting
        change, net of tax--assuming
        dilution                                        -           -              -             0.04
                                                ---------  ----------    -----------      -----------

        Net earnings--assuming dilution         $    0.41  $     0.23    $      1.00      $      0.82
                                                =========  ==========    ===========      ===========
</TABLE>


<PAGE>


Note 3. The following  table sets forth the  computation  of  basic and diluted
        earnings  per share for the twelve and  thirty-six  week  periods  ended
        January 9, 1999, and January 10, 1998, respectively:

<TABLE>
<CAPTION>

        (dollars in thousands,          Twelve weeks ended        Thirty-six weeks ended
        except per share data)
                                      January 9, January 10,     January 9,   January 10,
                                         1999        1998           1999          1998
                                         ----        ----           ----          ----
<S>                                <C>         <C>           <C>           <C>
        NUMERATOR:
        Net Earnings                $   19,434  $   17,580     $   47,799    $   47,096
                                    ==========  ==========     ==========    ==========
        DENOMINATOR:
        Denominator for basic
        earnings per share
        --weighted average
        common shares               47,682,698  47,536,579     47,675,053    47,492,269
                                    ==========  ==========     ==========    ==========
        Effect of dilutive securities:
         Stock options                 103,108     264,167        149,094       227,858
                                    ----------  ----------     ----------    ----------
        Denominator for diluted
        earnings per share--adjusted
        weighted average
        common shares               47,785,806  47,800,746      47,824,147   47,720,127
                                    ==========  ==========      ==========   ==========
        Net earnings per common
        share--basic                $     0.41  $     0.37      $     1.00   $     0.99
                                    ==========  ==========      ==========   ==========
        Net   earnings  per  common
        share--diluted              $     0.41  $     0.37      $     1.00   $     0.99
                                    ==========  ==========      ==========   ==========
</TABLE>

Note 4. Effective  May 3,  1998,  the  Company  adopted   the    provisions  of
        Statement of Financial Accounting Standards No. 131,  "Disclosures about
        Segments  of an  Enterprise  and Related  Information."  The Company has
        significant   operations  principally  in  two  industry  segments:  the
        wholesale grocery division and the retail grocery division.

        The Company's  wholesale  grocery division is the largest wholesale food
        distributor  in  the  Mid-Atlantic   operating   region.   This  segment
        distributes a full range of grocery,  dairy, frozen food, produce,  meat
        and non-food items to the Company's retail grocery division and to chain
        and independent  retailers  throughout the region from its two principal
        distribution  centers  located in Richmond,  Virginia,  and  Harrisburg,
        Pennsylvania.  This segment  also  includes  the  Company's  fluid dairy
        operations located in Richmond, Virginia.

        The  Company's  retail  grocery  division  consists  primarily  of three
        grocery store chains:  42 Farm Fresh  supermarkets  located primarily in
        Virginia's Hampton Roads region; 38 Shoppers Food Warehouse price impact
        warehouse-style  supermarkets in the Washington, D.C. metropolitan area;
        and 18 Metro grocery stores in the Baltimore metropolitan area.

        The accounting  policies of the segments are the same as those described
        in Note 1. The Company  evaluates  performance based on a measurement of
        operating profit (defined as sales less cost of goods sold and operating
        and  administrative   expenses).  The  Company  generally  accounts  for
        intersegment  sales and  transfers  at current  market  prices as if the
        sales or transfers were to unaffiliated third parties. General corporate
        expenses  are not  allocated  between the  wholesale  grocery and retail
        grocery segments.

<PAGE>


        The following  table  summarizes key segment  information and reconciles
        segment results to consolidated financial results:

<TABLE>
<CAPTION>
        (dollar amounts in thousands)           Twelve weeks ended           Thirty-six weeks ended
                                             January 9,   January 10,       January 9,    January 10,
                                               1999         1998              1999           1998
                                               ----         ----              ----           ----
<S>                                          <C>         <C>               <C>           <C>
        Sales:
        Wholesale grocery                 $   778,948    $  712,861        $ 2,236,677   $ 2,110,711
        Intersegment sales                   (251,886)      (46,852)          (694,346)     (131,377)
                                          -----------    ----------        -----------   -----------

           Wholesale grocery sales
              to external customers           527,062       666,009          1,542,331     1,979,334

        Retail grocery                        419,587        77,942          1,214,827       223,216
                                          -----------    ----------        -----------   -----------
           Total sales                    $   946,649    $  743,951        $ 2,757,158   $ 2,202,550
                                          ===========    ==========        ===========   ===========


        Operating Profit:
        Wholesale grocery                 $    32,035    $   27,650        $    85,548   $    76,185
        Retail grocery                         13,693         2,320             32,065         4,992
        General corporate expense              (3,207)       (1,636)            (8,548)       (4,649)
                                          -----------    ----------        -----------   -----------
           Total operating profit              42,521        28,334            109,065        76,528
        Interest expense                      (11,479)         (778)           (33,016)       (2,559)
        Interest income                           687           867              2,351         2,723
                                          -----------    ----------        -----------   -----------
           Earnings before income taxes   $    31,729    $   28,423        $    78,400   $    76,692
                                          ===========    ==========        ===========   ===========

        Capital expenditures:
        Wholesale grocery                 $     4,920    $    2,866        $     9,793   $     9,262
        Retail grocery                         11,338         2,040             36,072         5,820
                                          -----------    ----------        -----------   -----------
           Total capital expenditures     $    16,258    $    4,906             45,865   $    15,082
                                          ===========    ==========        ===========   ===========

</TABLE>


                                          January 9,       May 2,
                                            1999            1998
                                          ---------       -------
        Total identifiable assets:
        Wholesale grocery                $    489,745  $   491,928
        Retail grocery                        951,337      416,923
                                         ------------  -----------
           Total assets                  $  1,441,082  $   908,851
                                         ============  ===========


Note 5. The Company is party to various 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 results of
        operations.

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


Results of Operations
---------------------

      Sales of $946.6  million for the twelve week period ended January 9, 1999,
consisted of $778.9  million of wholesale  grocery  sales and $419.6  million of
retail grocery sales.  Wholesale  grocery sales included $251.9 million of sales
to the Company's retail grocery  division.  Wholesale  grocery sales to external
customers  of $527.1  million  for the third  quarter of fiscal  1999  decreased
$138.9  million from the  comparable  period in fiscal 1998 due primarily to the
exclusion,  from grocery sales to external  customers in the current period,  of
sales to the Company's Farm Fresh and Shoppers stores since their March 4, 1998,
and May 18, 1998, acquisition dates,  respectively.  Excluding the effect of the
Farm Fresh and Shoppers acquisitions,  wholesale sales to external customers for
the third quarter of fiscal 1999 increased  2.5% over the  comparable  period in
fiscal 1998. Total wholesale  grocery sales for the third quarter of fiscal 1999
increased  $66.1  million,  or 9.3%,  over sales of $712.9  million in the third
quarter of fiscal 1998. This increase was primarily  attributable to incremental
wholesale  sales to the Shoppers and Farm Fresh retail  chains  following  their
acquisition by the Company.

<PAGE>

      Retail  grocery  sales  increased  to $419.6  million for the  twelve-week
period ended  January 9, 1999,  compared to sales of $77.9 million for the third
quarter  of fiscal  1998,  primarily  due to sales  generated  by the  Company's
Shoppers  and Farm Fresh retail  chains.  Sales for the  Company's  Metro retail
chain during the third  quarter of fiscal 1999  increased  $4.6 million over the
third  quarter of fiscal 1998,  due  primarily to the opening of two new stores.
Metro's same store sales for the twelve week period ended January 9, 1999,  were
substantially unchanged from the comparable period in fiscal 1998.

      Sales of $2,757.1  million for the thirty-six week period ended January 9,
1999,  consisted  of $2,236.7  million of wholesale  grocery  sales and $1,214.8
million of retail grocery sales. Wholesale grocery sales included $694.3 million
of sales to the Company's retail grocery  division.  Wholesale  grocery sales to
external customers of $1,542.3 million for the thirty-six weeks ended January 9,
1999,  decreased  $437.0 million from the comparable  period in fiscal 1998, due
primarily  to the  exclusion,  from grocery  sales to external  customers in the
current  period,  of sales to the Company's Farm Fresh and Shoppers stores since
their March 4, 1998, and May 18, 1998,  acquisition dates,  respectively.  Total
wholesale  grocery sales for the first thirty-six weeks of fiscal 1999 increased
$126.0 million,  or 6.0%, over sales of $2,110.7 million in the first thirty-six
weeks of fiscal 1998.  This increase was primarily  attributable  to incremental
wholesale sales to the Company's Shoppers and Farm Fresh retail chains following
their  acquisition  by the Company and new stores opened by the Company's  large
regional  chain  customer  base.  These  increases  were  offset  in part by the
expiration  of the Acme  Markets,  Inc.  supply  agreement  in June 1997 and the
effect of  competitive  openings on the  Company's  independent  retail  grocery
customers.

      Retail grocery sales increased to $1,214.8 million for the thirty-six week
period ended January 9, 1999,  compared to sales of $223.2 million for the first
thirty-six  weeks  of  fiscal  1998,  primarily  due to sales  generated  by the
Shoppers  and Farm  Fresh  retail  chains  following  their  acquisition  by the
Company.  Metro sales for the thirty-six weeks ended January 9, 1999,  increased
$11.3  million  over sales of $214.3  million in the first  thirty-six  weeks of
fiscal 1998,  primarily due to the opening of two new stores and a 1.0% increase
in comparable store sales.

      Gross margin was 18.17% and 17.92% of sales, respectively,  for the twelve
and thirty-six week periods ended January 9, 1999, compared to 11.04% and 10.90%
of sales,  respectively,  for the same periods last fiscal year. The increase in
gross margin was primarily  attributable to the inclusion of higher retail gross
margins as a result of the Shoppers and Farm Fresh acquisitions.

      Operating and  administrative  expenses for the  twelve-week  period ended
January 9, 1999,  were  $129.5  million,  or 13.68% of sales,  compared to $53.8
million, or 7.23% of sales, for the third quarter of fiscal 1998.  Operating and
administrative  expenses for the  thirty-six  week period ended January 9, 1999,
were $385.1 million, or 13.97% of sales, compared to $163.5 million, or 7.42% of
sales, for the comparable period last fiscal year. The increase in operating and
administrative expenses as a percent of sales for both the twelve and thirty-six
week periods ended January 9, 1999 was primarily  attributable  to the inclusion
of Shoppers' and Farm Fresh's higher retail operating and administrative expense
ratios.

      Interest  expense for the twelve and thirty-six week periods ended January
9, 1999,  was $11.5 million and $33.0  million,  respectively,  compared to $0.8
million and $2.6 million,  respectively,  for the same periods last fiscal year.
This increase was  primarily  due to  incremental  interest  expense  related to
increased  indebtedness  incurred to finance the  Company's  Farm Fresh and Dart
acquisitions.  The Farm Fresh acquisition was financed with proceeds from a $250
million,  five-year,  senior  unsecured  revolving  credit  facility  (the "$250
million facility").  On May 12, 1998, the Company entered into an agreement with
a syndicate of commercial  banks that provided $450 million of senior  unsecured
credit facilities (the  "Facilities"),  consisting of a $250 million,  five-year
revolving  credit facility (the  "Revolver")  and a $200 million,  18-month term
loan (the "Term Loan").  Proceeds from the  Facilities  were used to finance the
Dart Acquisition and to repay the outstanding  balance of $192 million under the
$250  million  facility.  At the  time of the  Dart  Acquisition,  Shoppers  had
outstanding $200 million in principal amount of 9 3/4% Senior Notes due 2004.

<PAGE>


      The  Company's  effective  income  tax rate was  38.75% and 39.03% for the
twelve and thirty-six week periods ended January 9, 1999, respectively, compared
to 38.15% and 38.59% for the same periods last fiscal year.

      Net earnings for the twelve week period  ended  January 9, 1999,  of $19.4
million, or $0.41 per share,  assuming dilution,  increased from net earnings of
$17.6 million, or $0.37 per share,  assuming dilution,  for the third quarter of
fiscal 1998. Net earnings for the thirty-six  week period ended January 9, 1999,
were $47.8 million, or $1.00 per share,  assuming dilution, a 1.5% increase from
net earnings of $47.1 million,  or $0.99 per share,  assuming dilution,  for the
same period last fiscal year.

Liquidity and Capital Resources
-------------------------------

      Net cash used for  operating  activities  for the  thirty-six  week period
ended January 9, 1999, was $17.0 million.  This amount  included net earnings of
$47.8 million and  depreciation  and  amortization  of $38.6 million,  offset by
changes in working capital accounts  primarily  attributable to inventory buying
opportunities in the wholesale business.

       Net  cash  used  for  investing  activities  of  $208.0  million  for the
thirty-six   week  period  ended  January  9,  1999,   primarily   consisted  of
approximately  $182.7  million,  net  of  cash  acquired,   used  for  the  Dart
Acquisition.  Capital  expenditures  were $45.9 million for the thirty-six  week
period ended  January 9, 1999,  and included  $36.1 million and $9.8 million for
the retail and wholesale grocery divisions,  respectively.  Capital expenditures
for the retail  grocery  division  primarily  consisted of  approximately  $20.9
million  for the  conversion  of  Farm  Fresh  warehouse  format  stores  to its
conventional  store  format and other Farm Fresh store  remodels.  In  addition,
retail capital  expenditures  included capital employed for two new Metro stores
(which both opened in November 1998) and one new Shoppers store (which opened in
July 1998).  Capital  expenditures for the wholesale grocery division  primarily
consisted of two projects that are currently in progress:  the  installation  of
ultra-high temperature  manufacturing  technologies at the Company's fluid dairy
plant  and the  97,000  square  foot  expansion  of  freezer  facilities  at the
Company's Harrisburg,  Pennsylvania  distribution center. Proceeds from the sale
of property and equipment of $28.2 million  consisted  primarily of the proceeds
from a  sale-leaseback  transaction  involving seven Farm Fresh store locations.
Customer  notes  issued were $12.3  million  for the  period,  offset in part by
collections on customer notes of $2.8 million.  Proceeds from the sale of assets
held for sale  consisted of $8.2 million from the sale of Total  Beverage on May
22, 1998.

      Net cash  provided  by  financing  activities  of $197.7  million  for the
thirty-six  week period ended January 9, 1999,  consisted  primarily of proceeds
from the  issuance of long term debt of $200.0  million  under the Term Loan and
net proceeds from borrowings under revolving credit facilities of $35.0 million,
which were  offset in part by  principal  payments on long term debt and capital
lease obligations of $30.9 million.  The $30.9 million of principal  payments on
long term debt and  capital  lease  obligations  consisted  primarily  of a $9.0
million  principal  payment on the Company's  6.15% Senior Notes, a $7.2 million
partial redemption of Shoppers' 9 3/4% Senior Notes and a $7.0 million principal
repayment on the Term Loan. The $193.0 million  outstanding  under the Term Loan
is due in November 1999 and is reflected as a component of Current  installments
of long term debt and  capital  lease  obligations  as of January 9, 1999 in the
accompanying  Consolidated  Balance Sheets.  Management expects to refinance the
Term Loan  during the  fourth  quarter  of fiscal  1999 or the first  quarter of
fiscal 2000.  The Company is currently in the process of evaluating  refinancing
alternatives,  which may include  new bank credit  facilities  and one, or more,
offerings under the Company's shelf registration.

<PAGE>

      The Company's  total debt was $719.4 million at January 9, 1999,  compared
to $269.8  million  at May 2, 1998.  The  increase  in total debt was  primarily
attributable  to  indebtedness   incurred  to  finance  the  Dart   Acquisition.
Shareholders' equity increased to $367.4 million at January 9, 1999, from $324.2
million at May 2, 1998. The ratio of total debt to total capitalization (defined
as total debt plus  shareholders'  equity) was 0.66 to 1 at January 9, 1999, and
0.45 to 1 at May 2, 1998.

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

Year 2000 Compliance
--------------------

      The "Year  2000"  issue is the result of  computer  systems  and  software
programs  using only two digits  rather than four to define a year. As a result,
computer  systems that have  date-sensitive  software may recognize a date using
"00" as the year 1900 rather than the year 2000. Unless remedied,  the Year 2000
issue could result in system  failures,  miscalculations,  and the  inability to
process necessary  transactions or engage in similar normal business activities.
In addition to computer  systems and  software,  any  equipment  using  embedded
chips, such as switchgear, controllers and telephone exchanges, could also be at
risk.

      During 1997, the Company developed,  and began  implementing,  a strategic
long-term information technology plan (the "Strategic Plan") to upgrade its core
application systems.  Concurrently, it has developed and is implementing, a plan
(the "Y2K Plan") to ensure that its information systems are Year 2000 compliant.
The Y2K Plan focuses on the following three major areas:

      o     Information technology systems ("IT").

      o     Embedded technology and other systems ("Non-IT").

      o     Key third party relationships.

      Based on the Strategic Plan and  assessments  conducted as part of the Y2K
Plan,  the Company  determined  that it would be  necessary to modify or replace
portions of its software and certain  hardware systems so that such systems will
properly  recognize  dates  beyond  December  31,  1999.  The Company  presently
believes that with the  modification  or  replacement  of existing  software and
certain hardware  systems,  the Year 2000 issue can be significantly  mitigated.
However,  if  such  modifications  and  replacements  are not  made,  or are not
completed in a timely manner,  the Year 2000 issue could have a material adverse
impact on the results of operations of the Company.

      The Y2K Plan consists of two distinct  components:  the Wholesale  Grocery
Division  Plan,  which  addresses  Year 2000 issues  relating  to the  Company's
wholesale  grocery  division;  and  the  Retail  Grocery  Division  Plan,  which
addresses Year 2000 issues relating to the Company's retail grocery division.

<PAGE>

The Wholesale Grocery Division Plan
-----------------------------------

      The Wholesale Grocery Division Plan consists of the following four phases:

       o    Assessment  -  locating,   listing  and  prioritizing  the  specific
            technology  that  is  potentially   subject  to  Year  2000  issues,
            assessing  the actual  exposure of such  technology to the Year 2000
            issue, and  planning/scheduling the allocation of internal and third
            party resources for the remediation effort.

       o    Remediation of  non-compliant  systems - selecting and executing the
            method   necessary  to  resolve  the  Year  2000  issues  that  were
            identified, including replacement, upgrade, repair or abandonment.

       o    Testing  -  testing  the  remediated  or  converted   technology  to
            determine the efficacy of the resolutions.

       o    Implementation - placing remediated technology into operation.

      The  assessment  phase has been  completed  with  respect to IT and Non-IT
systems that the Company  believes could be  significantly  affected by the Year
2000  issue.  The  assessment  indicated  that  most  of the  wholesale  grocery
division's  significant IT systems could be affected,  particularly  accounting,
billing,  procurement,  warehouse  management and  distribution  systems,  human
resources and payroll and that software,  hardware and equipment  using embedded
chips in production and manufacturing systems are also at risk.

      With respect to IT systems,  the Wholesale  Grocery Division Plan utilizes
both  internal  and external  resources to  remediate,  test and  implement  the
modification  and/or  replacement of its software and hardware.  The remediation
phase is approximately 80% complete and is expected to be completed by mid 1999.
The testing and  implementation  phases are  approximately  40% complete and are
expected to be completed by mid 1999.

      With respect to Non-IT  systems,  the  remediation  phase of the Wholesale
Grocery Division Plan is approximately  65% complete.  Once testing is complete,
compliant  equipment will be ready for immediate use.  Remediation,  testing and
implementation is expected to be completed by mid 1999.

      Because of the  interdependence  of information  systems today,  Year 2000
compliant companies may be affected by the Year 2000 readiness of their material
suppliers,  customers and other third parties.  As part of the wholesale grocery
division's evaluation of the Year 2000 readiness of its suppliers, customers and
other third  parties,  the  division  expects to query its  significant  service
vendors and  subcontractors  in order to validate  Year 2000  compliance  by mid
1999.  Product  vendors  are  being  asked to  answer a  standard  questionnaire
regarding  their  Year  2000  Plan and  status.  Supply  alternatives  are being
reviewed for critical  vendors.  In addition,  the Company's  wholesale  grocery
division has been working with significant third parties that interface directly
with the division to validate Year 2000 compliance. The remediation, testing and
implementation phases of this portion of the project are now complete.  Although
management has not yet determined  the risk  associated  with the failure of any
such part to become  Year 2000  compliant,  such  failure  could have a material
adverse effect on the Company's results of operations or financial position.

<PAGE>

      Total  costs  associated  with the  Wholesale  Grocery  Division  Plan are
expected to be approximately  $6.6 million.  Pursuant to the existing  Strategic
Plan,  approximately  $3.1  million  has, or is expected to be,  capitalized  in
accordance with GAAP, with  approximately  $1.2 million  capitalized  during the
thirty-six  weeks ended  January 9, 1999.  This  includes  the  acceleration  of
approximately $3.0 million of planned capital expenditures  relating to computer
systems  and  software,   primarily  procurement,   warehousing  management  and
distribution  systems,  human  resources,  and payroll  software.  To date,  the
division has spent  approximately  $3.9 million of the total cost and expects to
spend  the  majority  of  the  remaining  costs  over  the  next 9  months.  All
expenditures  related to the Wholesale  Grocery  Division Plan will be funded by
cash flow from  operations  and are not  expected to impact  other  operating or
investment plans.  Management does not believe that any of the wholesale grocery
division's  material  information  technology projects have been deferred due to
the Y2K Plan.


The Retail Grocery Division Plan
--------------------------------

      The Retail Grocery Division Plan involves the following three phases:

       o    Assessment  --  locating,  listing  and  prioritizing  the  specific
            technology  that  is  potentially   subject  to  Year  2000  issues,
            assessing  the actual  exposure of such  technology to the Year 2000
            issue, and  planning/scheduling the allocation of internal and third
            party resources for the remediation effort.

       o    Remediation/Testing   of  non-compliant   systems  -  selecting  and
            executing the method  necessary to resolve the Year 2000 issues that
            were  identified,   including   replacement,   upgrade,   repair  or
            abandonment and;  testing the remediated or converted  technology to
            determine the efficacy of the resolutions.

       o    Implementation - placing remediated technology into operation.

      The  assessment  phase has been  completed  with  respect to IT and Non-IT
systems that the Company  believes could be adversely  affected by the Year 2000
issue.  The  assessment  indicated  that  many  of  the  division's  significant
information  systems  could be  adversely  affected,  particularly  the  general
ledger,  human resources,  payroll,  point of sale and pharmacy systems.  Non-IT
systems, including telephones,  loss-prevention and food production systems, are
also  being  validated  but do not  present  a  significant  risk to the  retail
business.

      With respect to IT systems, the remediation/testing phase is approximately
65%  complete,   with  an  expected   completion  date  of  mid  1999,  and  the
implementation phase is expected to continue until September 1999. Certain point
of sale software systems and all time and attendance systems will be upgraded or
replaced during 1999. Additionally,  human resources, payroll and general ledger
system software upgrades are expected to be completed by mid 1999.

      The majority of the retail grocery division's Non-IT systems are currently
Year 2000 compliant;  however,  certain systems, which include telephones,  will
need to be upgraded or replaced. The Non-IT systems remediation/testing phase is
approximately 50% complete and full implementation is expected by mid 1999.

      As part of the  retail  grocery  division's  evaluation  of the Year  2000
readiness of its material  suppliers,  customers  and other third  parties,  the
division  has not  identified  any class of third  party  providers  that  could
materially  impact the  division's  results of  operations in the event of their
failure to become Year 2000 compliant other than the Company's wholesale grocery
division which is discussed above.  However,  there can be no assurance that the
failure of any unrelated third parties to become Year 2000 compliant in a timely
manner would not result in a material adverse effect on the Company's results of
operations or financial position.

<PAGE>

      Total costs  associated with the Retail Grocery Division Plan are expected
to be  approximately  $5.8  million.  Pursuant to the existing  Strategic  Plan,
approximately  $3.9 million has, or is expected to be, capitalized in accordance
with GAAP, with  approximately  $1.0 million  capitalized  during the thirty-six
weeks ended January 9, 1999.  This includes the  acceleration  of  approximately
$2.5  million of planned  capital  expenditures  relating to  computer  systems,
primarily point of sale equipment. To date, the division has spent approximately
$1.9  million  of the  total  cost and  expects  to spend  the  majority  of the
remaining costs over the next 9 months.  All expenditures  related to the Retail
Grocery  Division Plan will be funded by cash flow from  operations  and are not
expected to impact other  operating or  investment  plans.  Management  does not
believe  that  any  of  the  Retail  Grocery  Division's  material   information
technology projects have been deferred due to the Y2K Plan.

      The aforementioned costs of the Y2K Plan and the completion dates for both
the  wholesale  and retail  grocery  divisions  are based on  management's  best
estimates,  which were derived from assumptions of future events,  including the
availability of resources, key third party modification plans and other factors.
There can be no assurance that these  estimates  will prove to be accurate,  and
actual results could vary due to uncertainties.

      Although the Y2K Plan is expected to be adequate to address the  Company's
Year 2000 concerns,  the Company could  experience a material  adverse effect on
its results of  operations  or  financial  position if its Year 2000  compliance
schedule is not met, if the costs to remediate  the  Company's  Year 2000 issues
significantly  exceed current estimates or if material suppliers,  customers and
other  businesses  encounter  serious  problems  in their Year 2000  remediation
efforts. Therefore, the Company is in the process of developing plans to address
such  contingencies,  with a focus on  mission  critical  systems.  The  Company
expects to complete  its  contingency  plans in mid 1999 and  expects  that such
plans  may  include   provisions   relating  to,  among  other  things,   manual
workarounds, stockpiling inventories and adjusting staffing strategies, and will
describe the communications,  operations and IT activities that will be utilized
if the Company's contingency plans must be executed.

      The Company's Year 2000 efforts are ongoing and the Y2K Plan will continue
to evolve  as new  information  becomes  available.  The  failure  to  correct a
material  Year 2000 issue  could  result in an  interruption  in certain  normal
business activities and operations.  Due to the general uncertainty  inherent in
the Year 2000 issue,  resulting  in part from the  uncertainty  of the Year 2000
readiness of third parties upon whom the Company  relies,  the Company is unable
to determine at this time whether the  consequences  of Year 2000  failures will
have a material adverse impact on the Company's results of operations.  However,
the Company believes that, with the implementation of the Y2K Plan as scheduled,
the  possibility of significant  interruptions  to normal  operations  should be
reduced.



<PAGE>

                         PART II - OTHER INFORMATION

ITEM 6.   Exhibits and Reports on Form 8-K

(a)   Exhibits.
      Exhibit 27.1 - Financial Data Schedule

(b)   Reports on Form 8-K.
      None.


<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:   February 23, 1999                 By  /s/  John C. Belknap
                                                 ---------------------
                                                  John C. Belknap
                                                  Executive Vice President
                                                   and Chief Financial Officer




<PAGE>

                                  EXHIBIT INDEX




Exhibit 27.1     Financial Data Schedule


<PAGE>