13




             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 6, 1996.

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

              Commission file number:  0-16900


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

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

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 14, 1996 was as follows:

    Common Stock, without par value:   31,273,279 shares.
                              
                              
                     Page 1 of 15 pages.
              Exhibit Index appears on page 13.

<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 6,              January 7,
                                  1996                    1995
                               (12 Weeks)  %            (12 Weeks)    %
<TABLE>
<S>                                <C>      <C>             <C>      <C> 
Sales                          $ 766,802  100.00       $  757,228  100.00
Costs and expenses, net:
  Cost of goods sold             691,071   90.12          681,176   89.96
  Operating and adminis-
    trative expenses              53,831    7.02           55,286    7.30
  Merger and integration costs    11,993    1.57             --       --
  Interest expense                 3,020    0.39            4,418    0.58
  Interest income                   (782)  (0.10)            (783)  (0.10)

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

Income taxes                       3,895    0.51            7,045    0.93

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

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

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


Earnings per common share:

  Before extraordinary item    $     .12               $     .32
  Extraordinary item                (.03)                     --

  Net earnings                 $     .09               $     .32


Cash dividends declared
  per common share             $    0.03               $    0.025


Average common shares
  outstanding                 31,238,018               31,143,963
</TABLE>
See accompanying Notes to the Consolidated Financial
Statements.
<PAGE>

          RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF EARNINGS
    (Dollar amounts in thousands, except per share data)
                              
                              
                               
                                           (Unaudited)
                                           Year-to-Date
   
                                 January 6,              January 7,
                                    1996                   1995
                                 (36 Weeks)  %          (36 Weeks)    %
<TABLE>
<S>                                 <C>      <C>           <C>       <C>
Sales                          $ 2,251,312  100.00   $  2,090,145  100.00
Costs and expenses, net:
  Cost of goods sold             2,029,874   90.16      1,878,912   89.89
  Operating and adminis-
    trative expenses               160,425    7.13        153,174    7.33
  Merger and integration costs      11,993    0.53           --       --
  Interest expense                   9,887    0.44         13,074    0.63
  Interest income                   (2,281)  (0.10)        (2,105)  (0.10)

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

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

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

Net earnings                   $    22,787    1.01         27,599    1.32


Earnings per common share:

  Before extraordinary item    $      .76              $      .89
  Extraordinary item                 (.03)                     --

  Net earnings                 $      .73              $      .89

Cash dividends declared
  per common share             $     0.09              $    0.075


Average common shares
  outstanding                  31,218,195               31,124,023
</TABLE>
See accompanying Notes to the Consolidated Financial
Statements.
<PAGE>

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


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

Total current assets                         291,785           304,339

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

Total assets                              $  558,823        $  580,770


Liabilities and Stockholders' Equity
Current liabilities:
 Current installments of long-term debt
  and capital lease obligations          $     2,205        $  11,618
 Accounts payable                            178,806          162,189
 Accrued expenses and other current
  liabilities                                 59,923           62,844

Total current liabilities                    240,934          236,651

Long-term debt and capital lease
 obligations                                 114,299          166,913
Deferred credits and other                    21,385           19,710

Stockholders' equity:
 Preferred stock, without par value; authorized
  5,000,000 shares; none issued or outstanding  -                 -
 Common stock, without par value; authorized
  60,000,000 shares; issued and outstanding
  31,247,164  and 31,199,663                 64,826            63,978
 Retained earnings                          117,379            93,518

Total stockholders' equity                  182,205           157,496

Total liabilities and stockholders'
  equity                                 $  558,823        $  580,770
</TABLE>
See accompanying Notes to the Consolidated Financial
Statements.

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

                                                 (Unaudited)
                                                 Year-to-Date
                                         January 6,          January 7,
                                           1996                1995
                                         (36 Weeks)         (36 Weeks)
<TABLE>
<S>                                          <C>                 <C>
Operating activities:
 Net earnings                            $  22,787           $ 27,599
 Adjustments to conform the fiscal
  year ends of pooled companies: 
   net earnings                              2,548               --
   non-cash components                       1,959               -- 

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

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

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

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

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

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

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

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

Cash and cash equivalents at
 end of period                          $    4,149         $    3,761
</TABLE>
See accompanying Notes to the Consolidated Financial
Statements.
<PAGE>                              
          RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
       NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Note 2.      On  August 23, 1994, the Company acquired all  of
      the   outstanding   common  stock   of   Rotelle,   Inc.
      ("Rotelle"),   a   wholesale  frozen  food   distributor
      headquartered  near  Philadelphia,  Pennsylvania.    The
      purchase price of the acquisition was $50.7 million. The
      Company accounted for the acquisition under the purchase
      method  of  accounting.   Accordingly,  the  results  of
      operations  of the acquired business have been  included
      in  the  Company's Consolidated Statements  of  Earnings
      since  the date of the acquisition.  On April  3,  1995,
      the  Company acquired certain assets and assumed certain
      contracts of the wholesale grocery division of  Camellia
      Food  Stores, Inc. ("Camellia"), a wholesale and  retail
      food  distributor  headquartered in  Norfolk,  Virginia.
      As a result of that acquisition, the Company serves as a
      wholesale  supplier to Camellia's 46 retail  stores  and
      most   of   the  120  independent  retail  stores   that
      previously  had  been  served  by  Camellia's  wholesale
      division.   The  purchase price of the  acquisition  was
      approximately  $7.1  million.   See  Note   2   to   the
      Consolidated  Financial  Statements  included   in   the
      Company's  Annual Report on Form 10-K for fiscal 1995.
      
Note 3.      Effective October 15, 1995 (the "Effective
      Time"), SR Acquisition, Inc., a wholly-owned subsidiary
      of Richfood Holdings, Inc. ("Richfood"), was merged (the
      "Merger") with and into Super Rite pursuant to an
      Agreement and Plan of Reorganization, dated as of June
      26, 1995, and amended as of October 13, 1995 and
      February 6, 1996 (the "Agreement"), and a related Plan
      of Merger.  As a result, at the Effective Time, Super
      Rite became a wholly-owned subsidiary of Richfood and
      each outstanding share of common stock, no par value,
      $.01 stated value per share, of Super Rite was converted
      into the right to receive 1.0205 shares of common stock,
      no par value, of Richfood.  Under the terms of the
      Agreement, Richfood issued 9,770,188 shares of Richfood
      common stock to the shareholders of Super Rite, and all
      outstanding options to acquire shares of Super Rite
      common stock were converted into options to acquire
      approximately 230,000 shares of Richfood common stock.
      The acquisition has been accounted for as a pooling-of-
      interests and, accordingly, the consolidated financial
      statements for periods prior to the combination have
      been restated to include the accounts of  Super Rite.
      The fiscal 1995 third quarter and year-to-date
      consolidated financial statements presented, which
      present twelve and thirty-six weeks, include thirteen
      weeks and thirty-nine weeks, respectively, of Super
      Rite's financial information.  Richfood has conformed
      certain of Super Rite's accounting methods to the
      Company's in conjunction with the restatement of the
      prior historical consolidated financial statements, in
      accordance with the pooling-of-interests method.
<PAGE>
Note 3. continued

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

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

      (Dollar amounts in thousands)
                                               (Unaudited)
                                  October 14,   October 15,  January 7,
                                     1995          1994         1995
                                  (24 Weeks)    (24 Weeks)    (36 Weeks)
<TABLE>
<S>                                  <C>             <C>          <C>    
      Sales:
        Richfood Holdings, Inc.  $  782,932   $   641,084   $  1,021,542
        Super Rite Corporation      703,863       691,833(a)   1,068,603(b)
                                 $1,486,795   $ 1,322,917   $  2,090,145

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


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

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

      Adjustments to conform certain of Super Rite's methods
      of accounting to those used by Richfood primarily relate
      to accounting for inventory, pre-opening and closed-store
      expenses, insurance and certain other operating expenses.

Note 4.       The  Company is party to legal actions that  are
      incidental to its business.  While the  outcome of such
      legal  actions  cannot be predicted with certainty,  the
      Company  believes  that  the outcome  of  any  of  these
      proceedings, or all of them combined, will  not  have  a
      material  adverse  effect on its consolidated  financial
      position or business.
<PAGE>

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

Recent Acquisition

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

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

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

Results of Operations

      Sales  for the twelve week period ended January 6,  1996
were  $766.8  million, an increase of $9.6 million,  or  1.3%,
compared  to sales of $757.2 million for the same period  last
fiscal  year.  The Company's operating results for  the  third
quarter of fiscal 1996 include twelve weeks of operations  for
Super Rite, as compared to thirteen weeks in the third quarter
of   fiscal  1995.   On  a  pro  forma  basis,  excluding  the
additional week in the prior year period for Super Rite, sales
would  have  increased  5.2%.   This  increase  was  primarily
attributable  to  sales to former customers of  the  wholesale
division of Camellia Food Stores, Inc. ("Camellia"), which was
acquired  by  the  Company in April  1995,  and  to  sales  to
customers  who  have expanded their retail operations.   Sales
for  the  thirty-six week period ended January  6,  1996  were
$2.25  billion,  an  increase  of  $161.2  million,  or  7.7%,
compared  to  sales of $2.09 billion for the same period  last
fiscal  year.   Fiscal  1996  year-to-date  operating  results
include  thirty-six  weeks of operations for  Super  Rite,  as
compared  to thirty-nine weeks in the fiscal 1995 year-to-date
operating results.  On a pro forma basis, excluding the effect
of  the additional weeks in the prior year-to-date period  for
Super  Rite, sales would have increased 12.1%.  This  increase
was  primarily  attributable to thirty-six  weeks  of  Rotelle
sales  included  in  the fiscal 1996 year-to-date  period,  as
compared  to  approximately  twenty  weeks  of  Rotelle  sales
included in the fiscal 1995 year-to-date period, and sales  to
former customers of  Camellia.

      Gross margin was 9.88% for the twelve week period  ended
January  6,  1996 compared to 10.04% for the same period  last
fiscal  year.  Gross margin was 9.84% for the thirty-six  week
period  ended January 6, 1996 compared to 10.11% for the  same
period  last  fiscal year.  The decrease in  gross  margin  is
primarily  the result of  a greater percentage of  Super  Rite
sales in lower-margin dry grocery product lines.

     Operating and administrative expenses for the twelve week
period  ended January 6, 1996 were $53.8 million, or 7.02%  of
sales,  compared to $55.3 million, or 7.30% of sales, for  the
same  period  last fiscal year.  Operating and  administrative
expenses for the thirty-six week period ended January 6,  1996
were  $160.4  million, or 7.13% of sales, compared  to  $153.2
million,  or  7.33% of sales, for the same period last  fiscal
year.   The decrease in operating and administrative expenses,
as  a  percent  of sales, was primarily due to  the  Company's
continued  focus on operating efficiency and cost control  and
its  commitment to realizing the synergies available from  the
Merger with Super Rite.

<PAGE>

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

      Interest  expense  for the twelve  and  thirty-six  week
periods  ended  January  6, 1996 was $3.0  million  and   $9.9
million,  respectively, compared to interest expense  of  $4.4
million  and $13.1 million, respectively, for the same periods
last  fiscal  year.  The decrease is primarily  due  to  lower
average borrowings under  revolving credit facilities and  the
repayment of certain long-term debt during the thirty-six week
period  ended  January  6, 1996.  The  long-term  debt  repaid
consisted of Super Rite's $25.0 million term loan facility and
the  early extinguishment of $9.7 million of Super Rite Foods,
Inc.'s   $75.0 million 10 5/8% Senior Subordinated Notes,  due
April 1, 2002 ("Senior Notes").

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

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

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

      Net  earnings for the twelve and thirty-six week periods
ended  January 6, 1996 were $2.8 million, or $0.09 per  share,
and   $22.8   million,  or  $0.73  per  share,   respectively.
Excluding  the effects of the one-time merger and  integration
costs   and  the  extraordinary  item  related  to  the  early
extinguishment  of  the Senior Notes,  net  earnings  for  the
twelve and thirty-six week periods ended January 6, 1996  were
$11.6 million, or $0.37 per share, and $31.6 million, or $1.01
per  share, respectively.  Net earnings, excluding the effects
of the one-time charge and the extraordinary item, represent a
14.7%  and 14.4% increase, respectively, over net earnings  of
$10.1  million  and  $27.6 million for the same  periods  last
fiscal year.

<PAGE>

Liquidity and Capital Resources

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

     Net cash provided by operating activities for the thirty-
six week period ended January 6, 1996 was $51.7 million.  This
amount includes net earnings of $22.8 million, adjustments  to
conform  the  fiscal  year ends of pooled  companies, including
net earnings of $2.5 million and non-cash components of $2.0
million, depreciation  and  amortization  of  $20.4  million,
and  the effects   of   seasonal  changes  in  operating  
assets   and liabilities,  including inventory and accounts 
payable.   The adjustments  to  conform the fiscal year ends 
of  the  pooled companies consist of Super Rite's  net  earnings
for  the  eight week period between its March 4,  1995  fiscal
year end and Richfood's April 29, 1995 fiscal year end and
certain non-cash components of net earnings, primarily
consisting of depreciation and amortization, for the same period.
The higher depreciation and amortization expense for the
thirty-six  week  period ended January 6,  1996,  compared  to
depreciation and amortization expense of $18.6 million for the
same   period  last  fiscal  year  is  primarily  related   to
incremental  depreciation expense resulting from  fiscal  1995
capital   expenditures  and   thirty-six  weeks   of   Rotelle
depreciation and amortization expense in the fiscal 1996 year-
to-date operating results, as compared to approximately twenty
weeks   of  Rotelle  depreciation  and  amortization   expense
included  in  the fiscal 1995 year-to-date operating  results.
Fiscal  1995 capital expenditures primarily consisted  of  the
leasehold improvements and equipment relating to the  addition
of three new METRO superstores.

     Working capital decreased from $67.7 million at April 29,
1995  to  $50.9  million at January 6,  1996.   The  ratio  of
current assets to current liabilities was 1.21 to 1 at January
6,  1996,  compared  to  1.29 to 1 at April  29,  1995.   This
decrease  primarily relates to a reduction in  cash  and  cash
equivalents  which were utilized during the third  quarter  of
fiscal 1996 to reduce long-term debt.

     Net cash used for investing activities for the thirty-six
week  period  ended January 6, 1996 included $9.5  million  of
capital  expenditures  and $9.0 million  of  loans  issued  to
retailers,  which  were  offset  by  $9.0  million   of   loan
repayments  by retailers.   During the thirty-six week  period
ended  January 7, 1995, net cash used for investing activities
of $67.8 million included $50.8 million, net of cash acquired,
to purchase Rotelle  (see Note 2 to the Consolidated Financial
Statements).

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

      The Company believes that it has the ability to continue
to generate adequate capital for liquidity from its operations
and through borrowings under its long-term debt facilities  to
maintain its competitive position and expand its business.
<PAGE>
                              
                 PART II - OTHER INFORMATION
                              

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

 (a)   Exhibits

  Exhibit 2.1    -  Agreement and Plan of Reorganization,
           dated June 26, 1995, by and between Richfood
           Holdings, Inc. and Super Rite Corporation
           (incorporated herein by reference to Richfood's
           Joint Proxy Statement/Prospectus dated September 7,
           1995 and filed with the Securities and Exchange
           Commission on September 7, 1995, as part of
           Richfood's Registration Statement on Form S-4 (File
           No. 33-62413))

  Exhibit 2.2    -  Amendment No. 1, dated October 13, 1995,
           to the Agreement and Plan of Reorganization by and
           between Richfood Holdings, Inc. and Super Rite
           Corporation (filed as exhibit 2.2 to Richfood's
           Current Report on Form 8-K dated October 15, 1995,
           and incorporated herein by reference)

  Exhibit 2.3    -  Plan of Merger (incorporated herein by
           reference to Richfood's Joint Proxy
           Statement/Prospectus dated September 7, 1995 and
           filed with the Securities and Exchange Commission
           on September 7, 1995, as part of Richfood's
           Registration Statement on Form S-4 (File No. 33-
           62413))

  Exhibit 2.4    -  Amendment No. 2, dated February
           6, 1996 and effective as of October 15, 1995, to
           the Agreement and Plan of Reorganization by and
           between Richfood Holdings, Inc. and Super Rite
           Corporation.

  Exhibit 11.1 -  Earnings Per Share Computation

                 (a) for the twelve week periods ended January
                     6, 1996 and January 7, 1995.

                 (b) for the thirty-six week periods ended
                     January 6, 1996 and January 7, 1995.

  Exhibit 27.1   - Financial Data Schedule

(b)  Reports on Form 8-K

           1. Current Report on Form 8-K, dated October 15, 1995,
              reporting (under Item 2 thereof) consummation of
              the Merger.

           2. Current Report on Form 8-K, dated November 30, 1995,
              reporting (under Item 5 thereof) certain financial
              results for the thirty day period following consummation
              of the Merger.
<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 20, 1996         By/s/ John E. Stokely
                                     John E. Stokely
                                     President & Chief
                                     Operating Officer



   Date:  February 20, 1996         By/s/ J. Stuart Newton
                                     J. Stuart Newton
                                     Senior Vice President
                                     and Chief Financial Officer

<PAGE>
                        EXHIBIT INDEX


Exhibit                                                Page


  Exhibit 2.1 -   Agreement and Plan of
           Reorganization, dated June 26, 1995, by
           and between Richfood Holdings, Inc. and
           Super Rite Corporation (incorporated
           herein by reference to Richfood's Joint
           Proxy Statement/Prospectus dated
           September 7, 1995 and filed with the
           Securities and Exchange Commission on
           September 7, 1995, as part of Richfood's
           Registration Statement on Form S-4 (File
           No. 33-62413))

  Exhibit 2.2    -  Amendment No. 1, dated October
           13, 1995, to the Agreement and Plan of
           Reorganization by and between Richfood
           Holdings, Inc. and Super Rite
           Corporation (filed as exhibit 2.2 to
           Richfood's Current Report on Form 8-K
           dated October 15, 1995, and incorporated
           herein by reference)

  Exhibit 2.3    -  Plan of Merger (incorporated
           herein by reference to Richfood's Joint
           Proxy Statement/Prospectus dated
           September 7, 1995 and filed with the
           Securities and Exchange Commission on
           September 7, 1995, as part of
           Richfood's Registration Statement on
           Form S-4 (File No. 33-62413))

  Exhibit 2.4    -  Amendment No. 2,
           dated February 6, 1996 and effective
           as of October 15, 1995, to the
           Agreement and Plan of Reorganization
           by and between Richfood Holdings, Inc.
           and Super Rite Corporation.

  Exhibit 11.1 -  Earnings Per Share Computation

                  (a) for the twelve week periods ended January
                      6, 1996 and January 7, 1995.

                  (b)  for the thirty-six week periods ended
                       January 6, 1996 and January 7, 1995.

 Exhibit 27.1   - Financial Data Schedule