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 October 17, 1998.

                                                        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 November
24, 1998, was as follows:

               Common Stock, without par value: 47,682,805 shares.

<PAGE>
<TABLE>
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)

-------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                            (Unaudited)
                                                       Second Quarter Ended                       
                                   -----------------------------------------------------------
                                   October 17,                        October 18,
                                      1998                               1997
                                   (12 weeks)          %              (12 weeks)         %
-------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>              <C>              <C>   
Sales                             $   909,206        100.00          $   719,474       100.00

Costs and expenses:
   Cost of goods sold                 742,659         81.68              640,977        89.09
   Operating and adminis-
       trative expenses               131,367         14.44               53,978         7.50
   Interest expense                    11,420          1.26                  927         0.13
   Interest income                       (859)        (0.09)                (915)       (0.13)
                                  -----------        ------          -----------       ------


Earnings before income taxes           24,619          2.71               24,507         3.41

Income taxes                            9,540          1.05                9,497         1.32
                                  -----------        ------          -----------       ------

Net earnings                      $    15,079          1.66          $    15,010         2.09
                                  ===========        ======          ===========       ======   


Net earnings per
     common share                 $       .32                        $       .32
                                  ===========                        ===========

Net earnings per
     common share-
     assuming dilution            $       .32                        $       .31
                                  ===========                        ===========

Cash dividends declared
     per common share             $       .05                        $       .04
                                  ===========                        ===========


See accompanying Notes to the Consolidated Financial Statements.

</TABLE>

                                       2
<PAGE>
<TABLE>
                                     RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF EARNINGS
                               (Dollar amounts in thousands, except per share data)

-------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                             (Unaudited)
                                                            Year-to-Date                                  
                                   -----------------------------------------------------------
                                   October 17,                        October 18,
                                      1998                               1997
                                   (24 weeks)           %            (24 weeks)          %
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>            <C>                <C>   
Sales                            $  1,810,509        100.00         $  1,458,599       100.00

Costs and expenses:
   Cost of goods sold               1,488,323         82.20            1,300,710        89.18
    Operating and adminis-
        trative expenses              255,642         14.12              109,695         7.52
     Interest expense                  21,537          1.19                1,781         0.12
     Interest income                   (1,664)        (0.09)              (1,856)       (0.13)
                                  -----------        ------          -----------       ------

Earnings before income taxes           46,671          2.58               48,269         3.31

Income taxes                           18,306          1.01               18,753         1.29
                                  -----------        ------          -----------       ------

Net earnings                      $    28,365          1.57          $    29,516         2.02
                                  ===========        ======          ===========       ======   


Net earnings per
     common share                 $       .60                        $       .62
                                  ===========                        ===========

Net earnings per
     common share-
     assuming dilution            $       .59                        $       .62
                                  ===========                        ===========

Cash dividends declared
     per common share             $       .10                        $       .08
                                  ===========                        ===========



See accompanying Notes to the Consolidated Financial Statements.
</TABLE>

                                       3

<PAGE>
<TABLE>
                                     RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                           (Dollar amounts in thousands)
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                      October 17,     May 2,
                                                                         1998          1998
                                                                      (Unaudited)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>         
Assets
Current assets:
    Cash and cash equivalents                                        $    11,768    $     39,968
    Receivables, less allowance for doubtful
         accounts of $3,442 (fiscal 1998 - $3,393)                       111,468         101,454
    Inventories                                                          261,889         194,875
    Assets held for sale                                                  30,220               -
    Other current assets                                                  25,628          20,675
                                                                     -----------    ------------

Total current assets                                                     440,973         356,972
                                                                     -----------    ------------

Notes receivable, less allowance for
    doubtful accounts of $1,399 (fiscal 1998 - $1,654)                    34,670          22,767
Assets held for sale                                                      30,513          26,342
Property and equipment, net                                              263,261         187,288
Goodwill, net                                                            586,008         263,369
Other assets                                                              94,186          52,113
                                                                     -----------    ------------

Total assets                                                         $ 1,449,611     $   908,851
                                                                     ===========     ===========

Liabilities and Shareholders' Equity 
Current liabilities:
    Current installments of long-term debt
          and capital lease obligations                             $     16,121    $     16,684
    Accounts payable                                                     232,949         209,009
    Accrued expenses and other current liabilities                       117,882          76,942
                                                                     -----------    ------------

Total current liabilities                                                366,952         302,635
                                                                     -----------    ------------

Long-term debt and capital lease obligations                             709,946         253,087
Deferred credits and other                                                22,515          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
         47,678,305  and 47,658,964                                       90,854          90,729
    Retained earnings                                                    259,344         233,485
                                                                     -----------    ------------

Total shareholders' equity                                               350,198         324,214
                                                                     -----------    ------------

Total liabilities and shareholders' equity                           $ 1,449,611    $    908,851
                                                                     ===========    ============

See accompanying Notes to the Consolidated Financial Statements.
</TABLE>
                                       4
<PAGE>
<TABLE>
                                     RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (Dollar amounts in thousands)
-------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                             (Unaudited)
                                                                     October 17,      October 18,
                                                                         1998             1997
                                                                      (24 weeks)      (24 weeks)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>             <C>       
Operating activities:
    Net earnings                                                      $   28,365      $   29,516
    Adjustments to reconcile net earnings to net cash
       (used for) provided by operating activities:
        Depreciation and amortization                                     25,122          14,807
        Provision for doubtful accounts                                    1,593           1,814
        Other, net                                                        (1,807)            (54)
        Changes in operating assets and liabilities, 
           net of effects of acquisitions:
          Receivables                                                    (14,857)        (10,665)
          Inventories                                                    (34,758)         (8,974)
          Other current assets                                               127           1,102
          Accounts payable, accrued expenses
             and other liabilities                                       (18,183)          5,816
                                                                      ----------      ----------

Net cash (used for) provided by operating activities                     (14,398)         33,362
                                                                      ----------      ----------

Investing activities:
    Acquisitions, net of cash acquired                                  (182,701)              -
    Proceeds from sale of assets held for sale                             8,179               -
    Purchases of property and equipment                                  (29,607)        (10,176)
    Issuance of notes receivable                                          (7,109)         (4,636)
    Collections on notes receivable                                        1,694           2,692
    Other, net                                                            (6,126)         (5,707)
                                                                      ----------      ----------

Net cash used for investing activities                                  (215,670)        (17,827)
                                                                      ----------      ----------

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                                     (29,055)        (10,277)
    Proceeds from issuance of common stock
       under employee stock incentive plans                                  213             922
    Cash dividends paid on common stock                                   (4,290)         (3,322)
                                                                      ----------      ----------

Net cash provided by (used for) financing activities                     201,868         (12,677)
                                                                      ----------      ----------

Net (decrease) increase in cash and cash equivalents                     (28,200)          2,858

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

Cash and cash equivalents at end of period                            $   11,768      $   13,274
                                                                      ==========      ==========

See accompanying Notes to the Consolidated Financial Statements.
</TABLE>

                                       5
<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  twenty-four  week periods ended October 17, 1998,
           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 period
           ended October 17, 1998, 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
           operations  of  the  acquired  business  have  been  included  in the
           Company's  Consolidated  Statement  of  Earnings  since  the  date of
           acquisition.

                                       6
<PAGE>

           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           Twenty-four weeks ended
                                                    October 17,     October 18,     October 17,     October 18,
                                                        1998            1997            1998            1997
                                                        ----            ----            ----            ----

           <S>                                      <C>            <C>             <C>             <C>         
           Sales                                    $   909,206    $   926,442     $  1,830,911    $  1,881,443

           Earnings  before   extraordinary   loss
           and  cumulative  effect  of  accounting
           change                                   $    15,079    $    13,598     $     28,153    $     29,473

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

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

           Net earnings                             $    15,079    $    12,201     $     28,153    $     28,076
                                                    ===========    ===========     ============    ============


           Per Common Share Data:

           Earnings before  extraordinary loss and
           cumulative effect of accounting change   $      0.32    $      0.29     $      0.59    $       0.62

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

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

           Net earnings                             $      0.32    $      0.26     $      0.59    $       0.59
                                                    ===========    ===========     ===========    ============

           Earnings before  extraordinary loss and
           cumulative effect of accounting change
           --assuming dilution                      $      0.32    $      0.29     $      0.59    $       0.62

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

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

           Net earnings--assuming dilution          $      0.32    $      0.26     $      0.59    $       0.59
                                                    ===========    ===========     ===========    ============
</TABLE>

                                       7
<PAGE>
Note 3.    The following  table sets forth the  computation of basic and diluted
           earnings per share for the twelve and twenty-four  week periods ended
           October 17, 1998, and October 18, 1997, respectively:
<TABLE>
<CAPTION>
           (dollars in thousands, except per             Twelve weeks ended           Twenty-four weeks ended
            share data)                              October 17,     October 18,     October 17,     October 18,
                                                         1998            1997            1998            1997
                                                         ----            ----            ----            ----
           <S>                                      <C>            <C>             <C>             <C>         
           NUMERATOR:
           Net Earnings                             $    15,079    $    15,010     $     28,365    $     29,516
                                                    ===========    ===========     ============    ============
           DENOMINATOR:
           Denominator for basic earnings per      
           share--weighted average common shares     47,675,627     47,505,909       47,671,230      47,470,114

           Effect of dilutive securities:
              Stock options                             116,653        231,432          137,928          25,429
                                                    -----------    -----------     ------------    ------------

           Denominator  for  diluted  earnings     
           per share--adjusted  weighted  average       
           common shares                             47,792,280     47,737,341       47,809,158      47,695,543
                                                    ===========    ===========     ============    ============
           Net earnings per common share--basic     $      0.32    $      0.32     $       0.60    $       0.62
                                                    ===========    ===========     ============    ============
           Net earnings per common share--diluted   $      0.32    $      0.31     $       0.59    $       0.62
                                                    ===========    ===========     ============    ============
</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: 43 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.

                                       8
<PAGE>
<TABLE>
           The following table summarizes key segment information and reconciles
           segment results to consolidated financial results:
<CAPTION>
           (dollar amounts in thousands)             Twelve weeks ended             Twenty-four weeks ended
                                                October 17,       October 18,     October 17,       October 18,
                                                   1998               1997           1998              1997
                                                   ----               ----           ----              ----
           <S>                                 <C>                <C>           <C>                <C>         
           Sales:
           Wholesale grocery                   $     743,446      $    689,574  $   1,457,729      $  1,397,850
           Intersegment sales                       (238,436)          (41,494)      (442,460)          (84,525)
                                                ------------      ------------  -------------      ------------
              Wholesale grocery sales to
                external customers                   505,010           648,080      1,015,269         1,313,325
           Retail grocery                            404,196            71,394        795,240           145,274
                                                ------------      ------------  -------------      ------------
              Total sales                      $     909,206      $    719,474  $   1,810,509      $  1,458,599
                                               =============      ============  =============      ============


           Operating Profit:
           Wholesale grocery                   $      26,588      $     24,816  $      53,512      $     48,535
           Retail grocery                             11,218             1,161         18,372             2,672
           General corporate expense                  (2,626)           (1,458)        (5,340)           (3,013)
                                                ------------      ------------  -------------      ------------
              Total  operating profit                 35,180            24,519         66,544            48,194
           Interest expense                          (11,420)             (927)       (21,537)           (1,781)
           Interest income                               859               915          1,664             1,856
                                                ------------      ------------  -------------      ------------
              Earnings before income taxes     $      24,619      $     24,507  $      46,671      $     48,269
                                               =============      ============  =============      ============

           Capital expenditures:
           Wholesale grocery                   $       2,267      $      2,176  $       4,873      $      6,396
           Retail grocery                             10,533             2,497         24,734             3,780
                                                ------------      ------------  -------------      ------------
              Total capital expenditures       $      12,800      $      4,673  $      29,607      $     10,176
                                               =============      ============  =============      ============
</TABLE>


                                                October 17,          May 2,
                                                    1998              1998
                                                    ----              ----

           Total identifiable assets:
           Wholesale grocery                   $     462,463      $    491,928
           Retail grocery                            987,148           416,923
                                                ------------      ------------
              Total assets                     $   1,449,611      $    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 $909.2  million for the twelve week period  ended  October 17,
1998,  consisted of $743.4 million of wholesale grocery sales and $404.2 million
of retail grocery  sales.  Wholesale  grocery sales  included  $238.4 million of
sales to the  Company's  retail  grocery  division.  Wholesale  grocery sales to
external  customers  for the second  quarter  of fiscal  1999  decreased  $143.1
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


                                       9
<PAGE>

sales for the second  quarter of fiscal 1999 increased  $53.9 million,  or 7.8%,
over sales of $689.6 million in the second quarter of fiscal 1998. This increase
was  primarily  attributable  to  incremental  wholesale  sales to the Company's
Shoppers and Farm Fresh retail chains which were  acquired on May 18, 1998,  and
March 4, 1998, respectively.

         Retail grocery sales  increased to $404.2  million for the  twelve-week
period ended October 17, 1998, compared to sales of $71.4 million for the second
quarter of fiscal 1998,  primarily due to sales generated by the Company's newly
acquired  Shoppers  and Farm Fresh  retail  chains.  Metro  sales for the second
quarter of fiscal 1999  increased $1.7 million over the second quarter of fiscal
1998  due  primarily  to the  opening  of a new  store  and a 1.0%  increase  in
comparable store sales.

         Sales of $1,810.5 million for the twenty-four week period ended October
17, 1998,  consisted of $1,457.7  million of wholesale  grocery sales and $795.2
million of retail grocery sales. Wholesale grocery sales included $442.5 million
of sales to the Company's retail grocery  division.  Wholesale  grocery sales to
external  customers for the twenty-four weeks ended October 17, 1998,  decreased
$298.1  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 twenty-four weeks of fiscal 1999 increased $59.9 million, or 4.3%,
over sales of $1,397.9  million in the first  twenty-four  weeks of fiscal 1998.
This increase was primarily  attributable to incremental  wholesale sales to the
Company's Shoppers and Farm Fresh retail chains,  which were acquired on May 18,
1998, and March 4, 1998,  respectively,  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 $795.2  million for the  twenty-four
week period ended October 17, 1998,  compared to sales of $145.3 million for the
first twenty-four weeks of fiscal 1998,  primarily due to sales generated by the
Company's newly acquired Shoppers and Farm Fresh retail chains.  Metro sales for
the  twenty-four  weeks ended October 17, 1998 increased $6.7 million over sales
of $139.2 million in the first twenty-four weeks of fiscal 1998 primarily due to
the opening of one new store and a 1.5% increase in comparable store sales.

         Gross  margin was 18.32%  and  17.80% of sales,  respectively,  for the
twelve and twenty-four  week periods ended October 17, 1998,  compared to 10.91%
and 10.82% 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
October 17, 1998,  were $131.4  million,  or 14.44% of sales,  compared to $54.0
million, or 7.50% of sales, for the second quarter of fiscal 1998. Operating and
administrative  expenses for the twenty-four week period ended October 17, 1998,
were $255.6 million, or 14.12% of sales, compared to $109.7 million, or 7.52% 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
twenty-four  week periods ended October 17, 1998 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  twenty-four  week  periods  ended
October 17, 1998, was $11.4 million and $21.5 million, respectively, compared to
$0.9 million and $1.8  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


                                       10
<PAGE>

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.

         The Company's  effective  income tax rate was 38.75% and 39.22% for the
twelve and  twenty-four  week  periods  ended  October 17,  1998,  respectively,
compared to 38.75% and 38.85% for the same periods last fiscal year.

         Net  earnings for the twelve week period  ended  October 17,  1998,  of
$15.1  million,  or $0.32  per  share,  assuming  dilution,  increased  from net
earnings of $15.0 million, or $0.31 per share, assuming dilution, for the second
quarter of fiscal  1998.  Net  earnings  for the  twenty-four  week period ended
October 17, 1998, were $28.4 million, or $0.59 per share,  assuming dilution,  a
3.9% decrease from net earnings of $29.5 million,  or $0.62 per share,  assuming
dilution,  for the same period last fiscal year.  This decrease is primarily due
to the initial dilutive effect in the first quarter of fiscal 1999 of the recent
Dart and Farm Fresh acquisitions.

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

         Net cash used for operating  activities for the twenty-four week period
ended October 17, 1998, was $14.4 million.  This amount included net earnings of
$28.4 million and depreciation and amortization of $25.1 million.  These amounts
were offset by changes in working capital accounts primarily attributable to the
effects of seasonal demands and inventory buying  opportunities in the wholesale
business.

         Net cash  used for  investing  activities  of  $215.7  million  for the
twenty-four  week  period  ended  October  17,  1998,   primarily  consisted  of
approximately  $182.7  million,  net  of  cash  acquired,   used  for  the  Dart
Acquisition.  Capital  expenditures  were $29.6 million for the twenty-four week
period ended October 17, 1998,  and included  $24.7 million and $4.9 million for
the retail and wholesale grocery divisions,  respectively.  Capital expenditures
for the retail grocery division primarily consisted of approximately $15 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 one new Metro store (which opened in
November 1998) and one new Shoppers  store (which opened in July 1998).  Capital
expenditures  for the wholesale  grocery  division  primarily  consisted of $1.7
million  for  the   installation   of   ultra-high   temperature   manufacturing
technologies at the Company's fluid dairy plant. Customer notes issued were $7.1
million for the period,  offset in part by collections on customer notes of $1.7
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 $201.9  million for the
twenty-four week period ended October 17, 1998,  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 $29.1 million.  The $29.1 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  Company's  total debt was $726.1  million  at  October  17,  1998,
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.


                                       11
<PAGE>

Shareholders'  equity  increased  to $350.2  million at October 17,  1998,  from
$324.2 million at May 2, 1998.  The ratio of total debt to total  capitalization
(defined as total debt plus  shareholders'  equity) was 0.67 to 1 at October 17,
1998, 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 its long-term
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.

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.



                                       12
<PAGE>

               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 50% complete and is expected to be completed
by early 1999.  The  testing and  implementation  phases are  approximately  10%
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  40% complete.  Once testing is complete,
compliant  equipment will be ready for immediate use.  Remediation,  testing and
implementation  of  non-compliant  equipment  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. It is not anticipated  that product vendors will be queried since, in most
instances,  substitute  products can be obtained from other vendors in the event
that the  division's  primary  vendors are not Year 2000  compliant  in a timely
manner.  However, 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 phase is approximately 25% complete, with
implementation  scheduled  for January  1999.  Although  management  has not yet
determined the risk associated with the failure of any such party to become Year
2000  compliant,  such  failure  could  have a  material  adverse  effect on the
Company's results of operations or financial position.

         Total costs  associated  with the Wholesale  Grocery  Division Plan are
expected to be approximately  $5.2 million.  Pursuant to the existing  Strategic
Plan,  approximately  $3.1  million  has, or is expected to be,  capitalized  in
accordance with GAAP, with  approximately  $0.9 million  capitalized  during the
twenty-four  weeks ended  October 17, 1998.  This includes the  acceleration  of
approximately $2.9 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  $2.9 million of the total cost and expects to
spend  the  majority  of the  remaining  costs  over  the  next 12  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.


                                       13
<PAGE>

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 40% complete,  with an expected completion date of early 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.  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.

         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  $0.8 million  capitalized  during the
twenty-four  weeks ended  October 17, 1998.  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  $1.4  million of the total cost and expects to spend the majority
of the remaining costs over the next 12 months. All expenditures  related to the
Retail  Grocery  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.



                                       14
<PAGE>

         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  of normal  operations  should be
reduced.


                                       15
<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.

     Current  Report  on  Form  8K/A1,   dated  July  27,  1998,   amending  the
     Registrant's  Current Report on Form 8-K, filed on May 28, 1998, to provide
     the pro forma financial information required by Item 7.

     Current  Report on Form 8K/A2,  dated  September  30,  1998,  amending  the
     Registrant's  Current Report on Form 8K/A1, filed July 27, 1998, to provide
     the  Registrant's  Unaudited Pro Forma Condensed  Statement of Earnings for
     the twelve weeks ended July 25, 1998.



                                       16
<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:   December 1, 1998                 By  /s/  John C. Belknap
                                                  -------------------------
                                                  John C. Belknap
                                                  Executive Vice President
                                                  and Chief Financial Officer


                                       17
<PAGE>
                                  EXHIBIT INDEX




Exhibit 27.1              Financial Data Schedule