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 18, 1997.

                                       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

                                 Former address:
                               8258 Richfood Road
                         Mechanicsville, Virginia 23116
                                  (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 November
25, 1997, was as follows:

               Common Stock, without par value: 47,542,786 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 18,                        October 12,
                                      1997                               1996
                                   (12 weeks)       %                 (12 weeks)       %
--------------------------------------------------------------------------------------------------------
<S> <C>
Sales                             $  719,474      100.00              $  739,640     100.00
Costs and expenses:
     Cost of goods sold              640,977       89.09                 662,020      89.51
     Operating and adminis-
          trative expenses            53,978        7.50                  55,898       7.55
     Interest expense                    927        0.13                   1,585       0.21
     Interest income                    (915)      (0.13)                   (838)     (0.11)
                                   ----------      ------                --------     ------

Earnings before income taxes          24,507        3.41                  20,975       2.84

Income taxes                           9,497        1.32                   8,403       1.14
                                 -----------        ----            ------------       ----

Net earnings                     $    15,010        2.09             $    12,572       1.70
                                 ===========        ====             ===========       ====


Net earnings per
     common share                $       .32                         $       .27
                                 ===========                         ===========


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


Average common shares
     outstanding                  47,505,909                          47,283,785
                                  ==========                          ==========

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
                                   --------------------------------------------------------
                                   October 18,                        October 12,
                                      1997                               1996
                                   (24 weeks)       %                 (24 weeks)       %
--------------------------------------------------------------------------------------------------------

Sales                            $ 1,458,599      100.00            $  1,493,023     100.00
Costs and expenses:
     Cost of goods sold            1,300,710       89.18               1,337,504      89.58
     Operating and adminis-
          trative expenses           109,695        7.52                 112,060       7.51
     Interest expense                  1,781        0.12                   3,259       0.22
     Interest income                  (1,856)      (0.13)                 (1,596)     (0.11)
                                 ------------      ------              ----------     ------

Earnings before income taxes          48,269        3.31                  41,796       2.80

Income taxes                          18,753        1.29                  16,779       1.12
                               -------------        ----           -------------       ----

Net earnings                   $      29,516        2.02           $      25,017       1.68
                               =============        ====           =============       ====


Net earnings per
     common share              $         .62                       $         .53
                               =============                       =============


Cash dividends declared
     per common share          $         .08                       $        .06
                               =============                       =============


Average common shares
     outstanding                  47,470,114                          47,223,435
                                  ==========                          ==========

See accompanying Notes to the Consolidated Financial Statements.

                                                    3
<PAGE>



                                 RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                                       CONSOLIDATED BALANCE SHEETS
                                      (Dollar amounts in thousands)
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                                       October 18,        May 3,
                                                                         1997              1997
                                                                      (Unaudited)
--------------------------------------------------------------------------------------------------------
Assets
Current assets:
     Cash and cash equivalents                                      $     13,274    $     10,416
    Receivables, less allowance for doubtful
         accounts of $3,538 and $3,445                                   116,992         104,739
    Inventories                                                          172,484         163,510
    Other current assets                                                  14,053          14,426
                                                                    ------------    ------------

Total current assets                                                     316,803         293,091
                                                                    ------------    ------------

Notes receivable, less allowance for
    doubtful accounts of $1,786 and $1,886                                33,181          34,639
Property and equipment, net                                              122,368         121,594
Goodwill, net                                                             85,903          87,520
Other assets                                                              46,206          44,636
                                                                    ------------    ------------

Total assets                                                        $    604,461    $    581,480
                                                                    ============    ============

Liabilities and Shareholders' Equity Current liabilities:
    Current installments of long-term debt                          $     10,451    $     10,656
    Accounts payable                                                     215,358         209,207
    Accrued expenses and other current liabilities                        50,159          51,360
                                                                    ------------    ------------

Total current liabilities                                                275,968         271,223
                                                                    ------------    ------------

Long-term debt                                                            21,997          32,069
Deferred credits and other                                                18,583          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
         47,521,736  and 47,401,770                                       73,905          72,258
    Retained earnings                                                    214,008         186,392
                                                                    ------------    ------------

Total shareholders' equity                                               287,913         258,650
                                                                    ------------    ------------

Total liabilities and shareholders' equity                          $    604,461    $    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)
                                                                      October 18,        October 12,
                                                                         1997               1996
                                                                      (24 weeks)         (24 weeks)
--------------------------------------------------------------------------------------------------------

Operating activities:
    Net earnings                                                     $    29,516        $   25,017

    Adjustments to reconcile net earnings to net cash
      provided by  operating activities:
        Depreciation and amortization                                     14,807            12,920
        Provision for doubtful accounts                                    1,814             1,517
        Other, net                                                           (54)             (477)
        Changes in operating assets and liabilities,
         net of  effects  of acquisitions:
           Receivables                                                   (10,665)          (14,357)
           Inventories                                                    (8,974)           (9,801)
           Other current assets                                            1,102               433
           Accounts payable, accrued expenses
                and other liabilities                                      5,816            49,486
                                                                     -----------        ----------

Net cash provided by operating activities                                 33,362            64,738
                                                                     -----------        ----------

Investing activities:
    Acquisition, net of cash acquired                                         --           (26,098)
    Purchases of property and equipment                                  (10,176)          (10,038)
    Issuance of notes receivable                                          (4,636)          (13,972)
    Collections on notes receivable                                        2,692             5,760
    Other, net                                                            (5,707)           (6,113)
                                                                     -----------        ----------

Net cash used for investing activities                                   (17,827)          (50,461)
                                                                     -----------        ----------

Financing activities:
    Net repayments on long-term debt                                     (10,277)           (9,316)
    Proceeds from issuance of common stock
        under employee stock incentive plans                                 922               810
    Cash dividends paid on common stock                                   (3,322)           (2,361)
                                                                     -----------        ----------

Net cash used for financing activities                                   (12,677)          (10,867)
                                                                     -----------        ----------

Net increase in cash and cash equivalents                                  2,858             3,410

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

Cash and cash equivalents at end of period                           $    13,274        $   20,825
                                                                     ===========        ==========

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 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 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  twenty-four  week
           periods ended October 18, 1997,  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 of Farm Fresh,
           Inc.  ("Farm Fresh"),  a  privately-held  supermarket  chain based in
           Norfolk, Virginia. The transaction is expected to be effected through
           a prepackaged voluntary reorganization of Farm Fresh under Chapter 11
           of the U.S.  Bankruptcy Code or other consensual  proceeding,  and is
           subject to approval by the  Bankruptcy  Court and the holders of Farm
           Fresh's  12.25% Senior Notes,  due October 1, 2000,  and Farm Fresh's
           12.25% Senior Notes, Series A, due October 1, 2000 (collectively, the
           "Senior Notes"), as well as required  regulatory  approvals and other
           customary  closing  conditions.  Holders of a majority  of the Senior
           Notes have indicated that they support and intend to vote in favor of
           the transaction.  Under the terms of the agreement,  the Company will
           not assume the Senior Notes or other indebtedness for money borrowed,
           or Farm Fresh's lease  obligations  for  previously-closed  stores or
           four 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  purchase  price will vary  depending  on changes in Farm
           Fresh's working capital and the capital lease obligations  assumed by
           the Company. Upon completion of the acquisition, which is expected to
           occur  in  early  1998,  Farm  Fresh  will  operate  as  a  separate,
           wholly-owned subsidiary of the Company.

           The above discussion is qualified in its entirety by reference to the
           Asset  Purchase  Agreement,  dated as of November 26, 1997,  which is
           attached  as  Exhibit  2.1,  hereto,   and  incorporated   herein  by
           reference.

                                       6
<PAGE>

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.    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.


                                       7
<PAGE>



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

Results of Operations

         Sales of $719.5  million for the twelve week period  ended  October 18,
1997,  consisted of $689.6 million of wholesale  grocery sales and $71.4 million
of retail grocery sales. Wholesale grocery sales included $41.5 million of sales
to the Company's retail grocery division. Wholesale grocery sales for the second
quarter of fiscal 1998 decreased $21.5 million, or 3.0%, as compared to sales of
$711.1 million for the same period last fiscal year. This decrease was primarily
attributable  to the expiration of the Acme Markets,  Inc.  ("Acme") frozen food
supply agreement (the "Acme Supply Agreement") in June 1997.  Excluding sales to
Acme in fiscal 1997 under the Acme  Supply  Agreement,  wholesale  sales for the
second quarter of fiscal 1998 would have increased $17.2 million,  or 2.6%. This
increase  was  primarily  attributable  to  sales  from the  Norristown  produce
business, which was acquired by the Company on September 30, 1996.

         Sales of $1,458.6 million for the twenty-four week period ended October
18, 1997,  consisted of $1,397.4  million of wholesale  grocery sales and $145.3
million of retail grocery sales.  Wholesale grocery sales included $84.1 million
of sales to the Company's retail grocery  division.  Wholesale grocery sales for
the first twenty-four weeks of fiscal 1998 decreased $35.8 million,  or 2.5%, as
compared to sales of $1,433.2 million for the same period last fiscal year. This
decrease  was  primarily  attributable  to the  expiration  of the  Acme  Supply
Agreement  in June  1997,  offset in part by sales from the  Norristown  produce
business, which was acquired by the Company on September 30, 1996.

         Retail grocery sales of $71.4 million and $145.3 million for the twelve
and  twenty-four  week periods ended October 18, 1997,  respectively,  decreased
$4.5 million, or 6.0%, and $7.7 million, or 5.0%, respectively,  compared to the
same periods 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  while it was  being
converted to the METRO format. The decrease in sales in the fiscal 1998 periods,
compared to the same periods last fiscal year, resulting from the reduced number
of BASICS  stores,  was offset in part by sales from one new METRO store,  which
opened in September 1996.  Comparable  store sales increased 1.0% for the second
quarter of fiscal  1998,  compared  to the second  quarter of fiscal  1997,  and
decreased 0.3% for the twenty-four week period ended October 18, 1997,  compared
to the same period during fiscal 1997.

         Gross  margin  was  10.91%  and  10.82%  of sales  for the  twelve  and
twenty-four week periods ended October 18, 1997,  compared to 10.49% and 10.42%,
respectively,  of sales for the same periods  last fiscal year.  The increase in
gross margin was  primarily  attributable  to the  inclusion of the higher gross
margin Norristown produce business in the fiscal 1998 periods and the effects of
the Company  taking  advantage of certain buying  opportunities  during the same
periods.

         Operating and administrative  expenses were $54.0 million,  or 7.50% of
sales,  for the twelve week period  ended  October 18,  1997,  compared to $55.9
million,  or 7.55% 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  operations,  offset  in part by the  inclusion  of  Norristown's  higher
operating  expense ratio produce business in the fiscal 1998 results.  Operating

                                       8
<PAGE>

and  administrative  expenses were $109.7  million,  or 7.52% of sales,  for the
twenty-four week period ended October 18, 1997,  compared to $112.1 million,  or
7.51% of sales, for the same period last fiscal year.

         Interest  expense for the twelve and  twenty-four  week  periods  ended
October 18, 1997, was $0.9 million and $1.8 million,  respectively,  compared to
$1.6  million  and $3.3  million 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 of 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 38.8% and 38.9% for the
twelve and  twenty-four  week periods ended October 18, 1997,  respectively,  as
compared to 40.1% for the same periods last fiscal year.

         Net earnings for the twelve week period  ended  October 18, 1997,  were
$15.0  million,  or $0.32 per share, a 19.4% increase over net earnings of $12.6
million,  or $0.27 per share, for the same period last fiscal year. Net earnings
for the twenty-four  week period ended October 18, 1997, were $29.5 million,  or
$0.62 per share, an 18.0% increase over net earnings of $25.0 million,  or $0.53
per share, for the same period last fiscal year.

Liquidity and Capital Resources

         As of  November  26,  1997,  the  Company  entered  into  a  definitive
agreement to acquire substantially all of the assets of Farm Fresh, Inc., ("Farm
Fresh").  See  note 2 to  the  Consolidated  Financial  statements  for  further
information regarding this transaction. In connection with the acquisition,  the
Company intends to replace its current credit  facilities with a new,  five-year
revolving  credit  facility.  Proposals  have  been  received  from a number  of
financial  institutions  in  this  regard,  and  the  Company,  based  on  their
assurances,  anticipates  that it will be able to successfully  establish such a
facility.

         Cash and cash  equivalents  were $13.3  million at  October  18,  1997,
compared to $10.4 million at May 3, 1997.  Working  capital was $40.8 million at
October 18, 1997, and $21.9 million at May 3, 1997.

         Net cash  provided by operating  activities  for the  twenty-four  week
period  ended  October  18,  1997,  was $33.4  million.  This  amount  primarily
consisted of net earnings of $29.5 million and  depreciation and amortization of
$14.8 million, offset in part by changes in certain working capital accounts.

         Net cash  used  for  investing  activities  of  $17.8  million  for the
twenty-four  week period  ended  October 18, 1997  primarily  consisted of $10.2
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  during the  twenty-four  week period
ended October 18, 1997. Net cash used for investing  activities of $50.5 million
for the  twenty-four  week period ended October 12, 1996 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 $12.7  million  and $10.9
million for the twenty-four  week periods ended October 18, 1997 and October 12,
1996, respectively,  consisted primarily of the $9.0 million of annual principal
payments on the Company's 6.15% Senior Notes.

                                        9
<PAGE>

         The  Company's  total  debt was $32.4  million  at  October  18,  1997,
compared to $42.7  million at May 3, 1997.  Shareholders'  equity  increased  to
$287.9  million at October 18,  1997,  from $258.7  million at May 3, 1997.  The
ratio of total debt to equity was 0.11 to 1 at October 18,  1997,  and 0.17 to 1
at May 3, 1997.

         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.

                                       10
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 4.   Submission of Matters of a Vote of Security Holders

         The Company held its Annual Meeting of Shareholders on August 28, 1997.
         The following proposals were submitted to the shareholders.

         (1) to elect 12 directors of the Company to serve until the next annual
         meeting of  shareholders;  (2) to approve the amendment of the Richfood
         Holdings,  Inc.  Omnibus Stock  Incentive  Plan;  and (3) to ratify the
         appointment  by the Board of Directors of Ernst & Young LLP to serve as
         independent public accountants for the current fiscal year.

         Shareholders elected all nominees for director,  approved the amendment
         of the  Richfood  Holdings,  Inc.  Omnibus  Stock  Incentive  Plan  and
         ratified the appointment of Ernst & Young LLP. The number of votes cast
         with respect to each of the above matters was as follows:
<TABLE>
<CAPTION>
                                                                                  Withheld
                                                     For            Against       Authority       Abstain
                                                  -------------------------------------------------------
        Election of Directors
<S> <C>
        Donald D. Bennett                         38,449,959             --         22,765             --
        Roger L. Gregory                          38,451,262             --         21,462             --
        Grace E. Harris                           38,450,892             --         21,832             --
        John C. Jamison                           38,461,662             --         11,062             --
        G. Gilmer Minor, III                      38,462,762             --          9,962             --
        Claude B. Owen, Jr.                       38,462,012             --         10,712             --
        John F. Rotelle                           38,359,210             --        113,514             --
        Albert F. Sloan                           38,458,612             --         14,112             --
        John E. Stokely                           38,367,309             --        105,415             --
        George H. Thomazin                        38,462,612             --         10,112             --
        James E. Ukrop                            38,460,809             --         11,915             --
        Edward Villanueva                         38,364,247             --        108,477             --
<CAPTION>
                                                                                    Non-
                                                     For            Against         Votes         Abstain
                                                  -------------------------------------------------------
        Amendment  of Richfood
        Holdings, Inc. Omnibus
        Stock Incentive Plan                      36,094,359      2,340,980           --           37,385
        --------------------

                                                                                    Non-
                                                     For            Against         Votes         Abstain
                                                  -------------------------------------------------------
        Appointment  of Ernst &
        Young LLP                                 38,457,858          2,934           --           11,932
        ---------
</TABLE>
        No other business came before the meeting.



                                       11
<PAGE>

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.
            Exhibit 11.1-Earnings Per Share Calculation
            Exhibit 27.1-Financial Data Schedule






                                       12
<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 2, 1997                    By /s/ John C. Belknap
                                                    --------------------
                                                     Executive Vice President
                                                     and Chief Financial Officer