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 10, 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, Virginia 23060
                                  (804)915-6000


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes x . No   .

The number of shares outstanding of the Registrant's common stock as of February
13, 1998, was as follows:

               Common Stock, without par value: 47,582,626 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)
                                                     Third  Quarter Ended
                                  -----------------------------------------------------------
                                  January 10,                         January 4,
                                      1998       Percent                 1997        Percent
                                   (12 weeks)   of sales              (12 weeks)    of sales
-----------------------------------------------------------------------------------------------------
<S> <C>

Sales                             $  743,951      100.00%             $  807,272     100.00%
Costs and expenses:
     Cost of goods sold              661,828       88.96                 721,779      89.41
     Operating and adminis-
          trative expenses            53,789        7.23                  59,432       7.36
     Interest expense                    778        0.10                   1,913       0.24
     Interest income                    (867)      (0.11)                   (776)     (0.10)
                                  ----------      ------              ----------     ------ 

Earnings before income taxes          28,423        3.82                  24,924       3.09

Income taxes                          10,843        1.46                   9,924       1.23
                                  ----------      ------              ----------     ------ 

Net earnings                      $   17,580        2.36%             $   15,000       1.86%
                                  ==========      ======              ==========     ======


Net earnings per
     common share                 $      .37                          $      .32
                                  ==========                          ==========

Net earnings per
     common share-
     assuming dilution            $      .37                          $      .31
                                  ==========                          ==========

Cash dividends declared
     per common share             $      .04                          $      .03
                                  ==========                          ==========

Average common shares
     outstanding                  47,536,579                          47,325,705
                                  ==========                          ==========

Average common shares
     outstanding-assuming
     dilution                     47,800,746                          47,664,011
                                  ==========                          ==========

See accompanying Notes to the Consolidated Financial Statements.


                                                                                                     2
<PAGE>



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

-----------------------------------------------------------------------------------------------------
<CAPTION>
                                                        (Unaudited)
                                                        Year-to-Date
                                  ----------------------------------------------------------
                                  January 10,                         January 4,
                                      1998       Percent                 1997        Percent
                                   (36 weeks)   of sales              (36 weeks)    of sales
-----------------------------------------------------------------------------------------------------

Sales                            $ 2,202,550      100.00%           $  2,300,295     100.00%
Costs and expenses:
     Cost of goods sold            1,962,538       89.10               2,059,283      89.52
     Operating and adminis-
          trative expenses           163,484        7.42                 171,492       7.46
     Interest expense                  2,559        0.12                   5,172       0.22
     Interest income                  (2,723)      (0.12)                 (2,372)     (0.10)
                                 -----------      ------            ------------     ------ 

Earnings before income taxes          76,692        3.48                  66,720       2.90

Income taxes                          29,596        1.34                  26,703       1.16
                                 -----------      ------            ------------     ------ 

Net earnings                     $    47,096        2.14%           $     40,017       1.74%
                                 ===========      ======            ============     ====== 


Net earnings per
     common share                $       .99                        $        .85
                                 ===========                        ============

Net earnings per
     common share-
     assuming dilution           $       .99                        $        .84
                                 ===========                        ============

Cash dividends declared
     per common share            $       .12                        $       .09
                                 ===========                        ============

Average common shares
     outstanding                  47,492,269                          47,257,605
                                 ===========                        ============

Average common shares
     outstanding-assuming
     dilution                     47,720,127                          47,616,866
                                 ===========                        ============

See accompanying Notes to the Consolidated Financial Statements.

                                                                                                     3
<PAGE>



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

-----------------------------------------------------------------------------------------------------
                                                                      January 10,       May 3,
                                                                         1998            1997
                                                                     (Unaudited)
-----------------------------------------------------------------------------------------------------
Assets
Current assets:
    Cash and cash equivalents                                       $     36,010    $     10,416
    Receivables, less allowance for doubtful
         accounts of $3,586 and $3,445                                   109,926         104,739
    Inventories                                                          164,277         163,510
    Other current assets                                                  13,132          14,426
                                                                    ------------    ------------

Total current assets                                                     323,345         293,091
                                                                    ------------     -----------

Notes receivable, less allowance for
    doubtful accounts of $1,736 and $1,886                                33,072          34,639
Property and equipment, net                                              123,256         121,594
Goodwill, net                                                             85,094          87,520
Other assets                                                              47,954          44,636
                                                                    ------------    ------------

Total assets                                                        $    612,721    $    581,480
                                                                    ============    ============

Liabilities and Shareholders' Equity 
Current liabilities:
    Current installments of long-term debt                          $     10,259    $     10,656
    Accounts payable                                                     197,734         209,207
    Accrued expenses and other current liabilities                        59,619          51,360
                                                                    ------------    ------------

Total current liabilities                                                267,612         271,223
                                                                    ------------    ------------

Long-term debt                                                            21,849          32,069
Deferred credits and other                                                19,339          19,538

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
         47,553,011  and 47,401,770                                       74,235          72,258
    Retained earnings                                                    229,686         186,392
                                                                    ------------    ------------

Total shareholders' equity                                               303,921         258,650
                                                                     -----------     -----------

Total liabilities and shareholders' equity                          $    612,721    $    581,480
                                                                    ============    ============

See accompanying Notes to the Consolidated Financial Statements.
                                                                                                     4
<PAGE>



                                  RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (Amounts in thousands)
-----------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                               (Unaudited)
                                                                               -----------
                                                                     January 10,         January 4,
                                                                         1998               1997
                                                                      (36 weeks)         (36 weeks)
-----------------------------------------------------------------------------------------------------------

Operating activities:
    Net earnings                                                     $    47,096        $   40,017

    Adjustments to reconcile net earnings to net cash 
      provided by operating activities:
        Depreciation and amortization                                     21,807            20,384
        Provision for doubtful accounts                                    2,919             2,846
        Other, net                                                            13              (421)
          Changes in operating assets and liabilities, 
            net of effects of acquisitions:
              Receivables                                                 (4,654)           (1,117)
              Inventories                                                   (767)          (15,803)
              Other current assets                                         2,097              (230)
              Accounts payable, accrued expenses
                and other liabilities                                     (1,628)           18,939
                                                                     -----------        ----------

Net cash provided by operating activities                                 66,883            64,615
                                                                     -----------        ----------

Investing activities:
    Acquisition, net of cash acquired                                         --           (26,098)
    Purchases of property and equipment                                  (15,082)          (12,687)
    Issuance of notes receivable                                          (8,440)          (18,097)
    Collections on notes receivable                                        4,614             7,222
    Other, net                                                            (7,714)           (6,940)
                                                                     -----------        ----------

Net cash used for investing activities                                   (26,622)          (56,600)
                                                                     -----------        ----------

Financing activities:
    Net repayments on long-term debt                                     (10,617)          (10,189)
    Proceeds from issuance of common stock
        under employee stock incentive plans                               1,174               834
    Cash dividends paid on common stock                                   (5,224)           (3,773)
                                                                     -----------        ----------

Net cash used for financing activities                                   (14,667)          (13,128)
                                                                     -----------        ----------

Net increase (decrease) in cash and cash equivalents                      25,594            (5,113)

Cash and cash equivalents at beginning of period                          10,416            17,415
                                                                     -----------        ----------

Cash and cash equivalents at end of period                           $    36,010        $   12,302
                                                                     ===========        ==========

See accompanying Notes to the Consolidated Financial Statements.

                                                                                                           5
</TABLE>

<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 3, 1997, 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  Company's  Annual  Report on Form 10-K for the fiscal year ended
           May 3, 1997  ("fiscal  1997").  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. and
           subsidiaries  included  in its Annual  Report on Form 10-K for fiscal
           1997. The results of operations  for the twelve and  thirty-six  week
           periods ended January 10, 1998,  may not be indicative of the results
           that may be expected for the fiscal year ending May 2, 1998  ("fiscal
           1998").

Note 2.    As of November  26,  1997,  the  Company  entered  into a  definitive
           agreement  to  acquire  substantially  all of the  assets  and assume
           certain   liabilities  of  Farm  Fresh,   Inc.  ("Farm   Fresh"),   a
           privately-held  supermarket  chain  based in Norfolk,  Virginia  (the
           "Farm Fresh Acquisition"). The transaction will be effected through a
           "prepackaged" Chapter 11 bankruptcy  proceeding,  which was commenced
           by Farm  Fresh in the  U.S.  Bankruptcy  Court  for the  District  of
           Delaware on January 7, 1998.  The  Bankruptcy  Court  confirmed  Farm
           Fresh's plan of reorganization,  and approved the transaction between
           Farm Fresh and the Company,  on February 20, 1998. Under the terms of
           the agreement,  the Company will not assume Farm Fresh's indebtedness
           for  money  borrowed  or,  with one  exception,  Farm  Fresh's  lease
           obligations for previously-closed  stores or three currently-operated
           stores that will be closed in connection  with the proposed sale. The
           anticipated  purchase  price is expected to consist of  approximately
           $220 million cash,  plus the value of certain assumed capital leases,
           plus 1.5 million warrants for the purchase of shares of the Company's
           common  stock at an  exercise  price of $25 per share  with a term of
           five years following  issuance.  The exact amount of the cash portion
           of the  purchase  price  will vary  depending  on the  amount of Farm
           Fresh's  working capital at the time of closing and the capital lease
           obligations  assumed by the Company.  The Company  expects to pay the
           cash  portion of the  purchase  price for the Farm Fresh  Acquisition
           with cash on hand and through  borrowings  under new revolving credit
           facilities.  Upon  closing  of the  transaction,  which is subject to
           customary  conditions  and is expected to occur during the first week
           of March 1998,  Farm Fresh will  operate as a separate,  wholly-owned
           subsidiary of the Company.

                                                                               6
<PAGE>

           The above discussion is qualified in its entirety by reference to the
           Asset  Purchase  Agreement,  dated as of November 26,  1997,  between
           Richfood  Holdings,  Inc., FF  Acquisition,  L.L.C.,  and Farm Fresh,
           which was filed as an Exhibit to the  Company's  Quarterly  Report on
           Form  10-Q for the  quarter  ended  October  18,  1997,  and which is
           incorporated by reference herein.

Note 3.    On  September  30, 1996,  a   wholly-owned  subsidiary of the Company
           acquired   substantially  all  of  the  assets  and  assumed  certain
           liabilities of Norristown Wholesale, Inc. ("Norristown"), a wholesale
           distributor of produce and other  perishable  items  headquartered in
           Norristown,  Pennsylvania.  Assets  acquired  primarily  consisted of
           inventory,   accounts   receivable,   warehouse  and   transportation
           equipment and a customer list. The Company also assumed the lease for
           Norristown's  transportation  fleet.  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  Statements of Earnings since the date
           of acquisition.

Note 4.    In  February  1997, the  Financial  Accounting Standards Board issued
           Statement of Financial  Accounting  Standards No. 128 (SFAS No. 128),
           "Earnings Per Share." This  Statement  established  new standards for
           computing and presenting earnings per share and requires reporting of
           both basic and diluted earnings per share. The Company's earnings per
           share for the twelve and  thirty-six  week periods  ended January 10,
           1998 and January 4, 1997  reflect the  adoption of SFAS No. 128.  All
           prior  period   earnings  per  share  data  has  been  recomputed  in
           accordance  with this new Statement,  and the effect of adopting SFAS
           No. 128 on earnings per share  calculations  for prior periods is not
           material.

           The following  table sets forth the  computation of basic and diluted
           earnings per share for the twelve and  thirty-six  week periods ended
           January 10, 1998 and January 4, 1997, respectively:
<TABLE>
<CAPTION>
            (dollar amounts in thousands,
              except per share data)                                                  Twelve weeks ended
                                                                                 -------------------------------
                                                                                 January 10,          January 4,
                                                                                    1998                 1997
                                                                                 ----------           ----------
<S> <C>
             NUMERATOR:

             Net earnings                                                        $   17,580           $   15,000
                                                                                 ==========           ==========


              DENOMINATOR:
              Denominator for basic earnings per share-
                   weighted average common shares                                47,536,579           47,325,705

              Effect of dilutive securities:
                  Stock options                                                     264,167              338,306
                                                                                 ----------           ----------

              Denominator for diluted earnings per share-
                    adjusted weighted average shares                             47,800,746           47,664,011
                                                                                 ==========           ==========

              Net earnings per common share-basic                                $     0.37           $     0.32
                                                                                 ==========           ==========

              Net earnings per common share-diluted                              $     0.37           $     0.31
                                                                                 ==========           ==========

                                                                                                                7
<PAGE>

Note 4.  continued
<CAPTION>
                                                                                     Thirty-six weeks ended
                                                                                 -------------------------------
                                                                                 January 10,          January 4,
                                                                                    1998                 1997
                                                                                 ----------           ----------

               NUMERATOR:

               Net earnings                                                      $   47,096           $   40,017
                                                                                 ==========           ==========

               DENOMINATOR:
               Denominator for basic earnings per share-
                      weighted average common shares                             47,492,269           47,257,605

               Effect of dilutive securities:
                    Stock options                                                   227,858              359,261
                                                                                 ----------           ----------

               Denominator for diluted earnings per share-
                       adjusted weighted average shares                          47,720,127           47,616,866
                                                                                 ==========           ==========

               Net earnings per common share-basic                               $     0.99           $     0.85
                                                                                 ==========           ==========

               Net earnings per common share-diluted                             $     0.99           $     0.84
                                                                                 ==========           ==========
</TABLE>
           Options to  purchase  20,000 and 35,250  shares of common  stock at a
           weighted-average  exercise  price of $26.56 and $26.04 per share were
           outstanding  during the  twelve and  thirty-six  week  periods  ended
           January  10,  1998,  respectively,  but  were  not  included  in  the
           computation  of  diluted  earnings  per share  because  the  options'
           exercise  price was  greater  than the  average  market  price of the
           common shares and, therefore, would be antidilutive.

           Under the Company's  Amended Omnibus Stock Incentive Plan, dated July
           29,  1997,  based  on the  awards  and  criteria  established  by the
           Company's Executive  Compensation Committee with respect to Incentive
           Awards for the three fiscal year performance  cycle that commenced on
           May 4, 1997,  certain  employees  would be entitled to receive 24,713
           shares  of common  stock at  January  10,  1998.  These  contingently
           issuable  shares  are not  included  in the  computation  of  diluted
           earnings  per  share  because  certain  performance  goals  and other
           necessary  conditions to vesting had not been satisfied as of January
           10, 1998.

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
           operations.


                                                                               8
<PAGE>



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

Recent Developments
-------------------

Farm Fresh Acquisition

         On  February  20,  1998,  the United  States  Bankruptcy  Court for the
District of Delaware  confirmed Farm Fresh's plan of  reorganization,  including
the acquisition of  substantially  all of Farm Fresh's assets and certain of its
liabilities  by a wholly-owned  subsidiary of the Company.  Closing for the Farm
Fresh  Acquisition is expected to occur during the first week of March 1998. See
Note 2 to the  Consolidated  Financial  Statements  included  herein for further
information regarding this transaction.

West Point, Pennsylvania Distribution Center

         The Company is a party to a four year collective  bargaining  agreement
with  Teamsters  Local No. 929 ("Local  929") that expires in July 1998 covering
warehouse  employees at the West Point,  Pennsylvania,  frozen food distribution
center (the "West Point Facility").  Intermittently  since 1996, the Company has
engaged in discussions  with Local 929 regarding  modification  and extension of
the collective  bargaining agreement.  In September,  1997, the Company issued a
plant closing notice under the Worker  Adjustment  and  Retraining  Notification
("WARN") Act with respect to the West Point  Facility.  Thereafter,  the Company
and Local 929 renewed their discussions regarding  modification and extension of
the current  collective  bargaining  agreement.  The Company  extended the plant
closing notice on January 8, 1998, at the union's  request,  pending the outcome
of  the  discussions.   Discussions  with  Local  929  have   subsequently  been
discontinued.

         The Company is  currently  considering  its options with regards to its
frozen food logistics and distribution network. Such options include closing the
West Point Facility and transferring the West Point  distribution  activities to
other  locations.  In the event the Company  determines  to close the West Point
Facility,  the  facility  will be  offered  for sale to third  parties,  and the
Company  will  record  a  restructuring  charge  relating  to the  cessation  of
operations at the facility,  the sale of the facility and the  relocation of the
business  currently  conducted  at the  facility.  The amount of such  potential
charge is not presently  determinable.  The Company believes that any relocation
of the West Point business to other  facilities  will not result in a disruption
of service to its customers.

Shoppers Supply Agreement

         The Company's  supply  agreement  with Shoppers  Food  Warehouse  Corp.
("Shoppers"),  the Company's second largest customer in fiscal 1997,  expired in
December  1997.  The Company and Shoppers continue to operate under the terms of
the old supply agreement.

                                                                               9
<PAGE>

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

         Sales of $744.0  million for the twelve week period  ended  January 10,
1998,  consisted of $712.9 million of wholesale  grocery sales and $77.9 million
of retail grocery sales. Wholesale grocery sales included $46.8 million of sales
to the Company's retail grocery division. Wholesale grocery sales for the twelve
week period  ended  January 10,  1998,  decreased  $65.4  million,  or 8.4%,  as
compared to sales of $778.3  million for the same period last fiscal year.  This
decrease  was  primarily  attributable  to the  expiration  in June  1997 of the
Company's  frozen food supply  agreement with Acme Markets,  Inc.  ("Acme") (the
"Acme Supply Agreement").  Excluding sales to Acme during the twelve week period
ended January 4, 1997,  wholesale grocery sales for the twelve week period ended
January 10, 1998, would have  represented a decrease of $25.9 million,  or 3.5%.
This decrease was primarily  attributable  to  competitive  store  openings that
affected certain of the Company's customers.

         Sales of $2,202.6  million for the thirty-six week period ended January
10, 1998,  consisted of $2,110.3  million of wholesale  grocery sales and $223.2
million of retail grocery sales. Wholesale grocery sales included $130.9 million
of sales to the Company's retail grocery  division.  Wholesale grocery sales for
the thirty-six week period ended January 10, 1998,  decreased $101.2 million, or
4.6%,  as compared to sales of $2,211.5  million for the same period last fiscal
year. Excluding sales to Acme during the thirty-six week period ended January 4,
1997,  and during the first twelve weeks of fiscal 1998,  prior to expiration of
the Acme Supply  Agreement,  wholesale  grocery  sales for the  thirty-six  week
period  ended  January  10,  1998,  would have  represented  a decrease  of $8.0
million, or 0.4%. This decrease was primarily  attributable to competitive store
openings that affected  certain of the  Company's  customers,  offset in part by
sales from the Norristown produce business, which was acquired by the Company on
September 30, 1996.

         Retail  grocery sales of $77.9 million for the twelve week period ended
January 10, 1998,  increased $0.6 million,  or 0.8%, compared to the same period
last fiscal  year.  Same store sales  increased  3.0% for the twelve week period
ended  January  10,  1998,  compared  to the same  period  during  fiscal  1997,
primarily as a result of the  completion  of the  conversion  of a former BASICS
store to the METRO  format in  November  1997.  Retail  grocery  sales of $223.2
million for the  thirty-six  week period ended January 10, 1998,  decreased $7.0
million,  or 3.0%,  compared to the same period last fiscal year.  In accordance
with the Company's  strategy of focusing on the METRO format,  during the fourth
quarter of fiscal 1997 the number of BASICS  stores was reduced from five to two
as a result of closing  one,  selling  another and  temporarily  closing a third
store until its  conversion to the METRO format was completed in November  1997.
Same store sales increased 1.4% for the thirty-six week period ended January 10,
1998, compared to the same period during fiscal 1997.

         Gross  margin  was  11.04%  and  10.90%  of sales  for the  twelve  and
thirty-six week periods ended January 10, 1998, respectively, compared to 10.59%
and 10.48%,  respectively,  of sales for the same periods last fiscal year.  The
increase  in gross  margin  was  primarily  attributable  to the  effects of the
Company taking advantage of certain buying  opportunities during the fiscal 1998
periods,  increased  gross margins in the Company's  retail  grocery  operations
(resulting  from a greater  emphasis  on  perishables  and  other  higher-margin
categories),  and the  inclusion of the higher gross margin  Norristown  produce
business for the full thirty-six week period of fiscal 1998.

                                                                              10
<PAGE>

         Operating and administrative  expenses were $53.8 million,  or 7.23% of
sales,  for the twelve week period  ended  January 10,  1998,  compared to $59.4
million, or 7.36% of sales, for the same period last fiscal year.  Operating and
administrative  expenses  were  $163.5  million,  or  7.42%  of  sales,  for the
thirty-six week period ended January 10, 1998,  compared to $171.5  million,  or
7.46% of sales,  for the same period last fiscal year. The decrease in operating
and administrative  expenses as a percent of sales was primarily attributable to
the Company's  continued  focus on controlling  costs and the effects of certain
productivity  and  efficiency   initiatives  in  the  Company's  retail  grocery
operations.  This decrease was offset in part by the  inclusion of  Norristown's
higher  operating  expense ratio produce  business for the full  thirty-six week
period of fiscal 1998.

         Interest  expense  for the twelve and  thirty-six  week  periods  ended
January 10, 1998, was $0.8 million and $2.6 million,  respectively,  compared to
$1.9 million and $5.2  million,  respectively,  for the same periods last fiscal
year. The decrease was primarily due to lower average debt levels for the fiscal
1998  periods,  compared to the same periods last fiscal year. On April 1, 1997,
the Company redeemed the remaining $47.5 million outstanding principal amount of
its 10 5/8% Senior  Subordinated  Notes and in July 1997 repaid $9.0  million on
the Company's 6.15% Senior Notes.

         The  Company's  effective  income  tax rate was 38.2% and 38.6% for the
twelve and  thirty-six  week periods  ended January 10, 1998,  respectively,  as
compared  to 39.8% and 40.0%,  respectively,  for the same  periods  last fiscal
year.

         Net earnings for the twelve week period  ended  January 10, 1998,  were
$17.6 million, or $0.37 per share,  assuming dilution, a 17.2% increase over net
earnings of $15.0 million, or $0.31 per share,  assuming dilution,  for the same
period last fiscal  year.  Net  earnings  for the  thirty-six  week period ended
January 10, 1998, were $47.1 million, or $0.99 per share,  assuming dilution,  a
17.7% increase over net earnings of $40.0 million, or $0.84 per share,  assuming
dilution, for the same period last fiscal year.


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


         Working  capital  was $55.7  million at  January  10,  1998,  and $21.9
million  at  May  3,  1997.  The  increase  in  working  capital  was  primarily
attributable to an increase in cash and cash  equivalents  from $10.4 million at
May 3, 1997, to $36.0 million at January 10, 1998.

         Net cash  provided by  operating  activities  for the  thirty-six  week
period  ended  January  10,  1998,  was $66.9  million.  This  amount  primarily
consisted of net earnings of $47.1 million and  depreciation and amortization of
$21.8 million, offset in part by changes in certain working capital accounts.

         Net cash  used  for  investing  activities  of  $26.6  million  for the
thirty-six  week period  ended  January 10, 1998,  primarily  consisted of $15.1
million  of  capital  expenditures.  The  Company  continued  to  invest  in its
wholesale  distribution  centers and equipment to maintain the efficiency of its
operations  and also employed  capital in connection  with the  conversion of an
existing  BASICS  store  to the  METRO  format.  Net  cash  used  for  investing
activities  of $56.6  million for the  thirty-six  week period ended  January 4,
1997,  included  $26.1 million for the  acquisition  of the  Norristown  produce
business, which was acquired by the Company on September 30, 1996.

         Net cash  used for  financing  activities  of $14.7  million  and $13.1
million for the  thirty-six  week periods ended January 10, 1998, and January 4,
1997, respectively,  consisted primarily of the $9.0 million of annual principal
payments on the Company's 6.15% Senior Notes.

                                                                              11
<PAGE>

         The  Company's  total  debt was $32.1  million  at  January  10,  1998,
compared to $42.7  million at May 3, 1997.  Shareholders'  equity  increased  to
$303.9  million at January 10,  1998,  from $258.7  million at May 3, 1997.  The
ratio of total debt to equity was 0.11 to 1 at January 10,  1998,  and 0.17 to 1
at May 3, 1997.

         As of  November  26,  1997,  the  Company  entered  into  a  definitive
agreement  to acquire  substantially  all of the  assets  and to assume  certain
liabilities of Farm Fresh. See note 2 to the Consolidated  Financial  statements
for further information  regarding this transaction.  The Company expects to pay
the cash portion of the purchase price for the Farm Fresh  Acquisition with cash
on hand and  borrowings  under new  revolving  credit  facilities  (the  "Credit
Facilities") with First Union National Bank, as administrative agent and lender,
and a syndicate of banks. The new Credit  Facilities  permit borrowings of up to
an aggregate  $350 million at interest  rates that generally will not exceed the
LIBOR rate plus 0.35% on an all-in drawn basis. The Credit Facilities, which the
Company expects to close during the last week of February 1998, will replace the
Company's existing committed revolving lines of credit.

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


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

         During  1997,  the  Company  developed,   and  began  implementing,   a
strategic, long-term information technology plan to upgrade its core application
systems.  Concurrently,  it has developed, and is implementing, a plan to ensure
that its information systems are year 2000 compliant.  The Company believes that
with the currently planned system  conversions and upgrades,  as well as certain
additional  modifications  to existing  software,  the Company will achieve year
2000 compliance  without any  significant  operational  problems  related to the
Company's information systems. Amounts expended, or to be expended,  exclusively
to ensure year 2000  compliance are not expected to be material to the Company's
consolidated  results of operations or financial  position.  The Company is also
communicating with significant suppliers,  customers, financial institutions and
others with which it does business to coordinate year 2000 compliance.


                                                                              12
<PAGE>



                           PART II - OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

      (a)   Exhibits

         Exhibit 2.1  - Asset Purchase Agreement, dated as of November 26, 1997,
                        by and among Farm Fresh, Inc.,  Richfood Holdings,  Inc.
                        and FF Acquisition, L.L.C. (incorporated by reference to
                        the  Company's  Quarterly  Report  on Form  10-Q for the
                        quarter ended October 18, 1997)

         Exhibit 27.1 - Financial Data Schedule

      (b)   Reports on Form 8-K
                     None






                                                                              13
<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 24, 1998                  By /s/ John C. Belknap
                                                   ------------------------
                                                John C. Belknap
                                                Executive Vice President
                                                and Chief Financial Officer



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