Exhibit 2.4



                           AMENDMENT

      AMENDMENT, made as of February 6, 1996, but effective as of
October 15, 1995 (the "Amendment"), to the Agreement and Plan  of
Reorganization, dated June 26, 1995 (as previously  amended,  the
"Original  Agreement"),  by and between Richfood  Holdings,  Inc.
("Richfood")   and   Super  Rite  Corporation   ("Super   Rite").
Capitalized  terms not otherwise defined herein  shall  have  the
meanings given in the Original Agreement.

                            RECITALS

      WHEREAS, all third party beneficiaries of the provisions of
Subsections 6.14(e)(iii) and (iv) of the Original Agreement  have
consented to the amendment and restatement of such Subsections as
contemplated herein.

      NOW, THEREFORE, in consideration of the premises and of the
mutual  agreements set forth herein, the parties hereby agree  as
follows:

                           AGREEMENT

      1.    Subsections  6.14(e)(iii) and (iv)  of  the  Original
Agreement are hereby amended and restated, in their entirety,  to
read  as  set forth in Exhibit A attached hereto, such  amendment
and restatement to be effective as of the Effective Time.

      2.    Except  as  expressly amended  hereby,  the  Original
Agreement remains in full force and effect.  This Amendment shall
be  governed  by  the  laws  of  the  Commonwealth  of  Virginia,
regardless   of  any  applicable  provisions  thereof   governing
conflicts of laws.  This Amendment may be executed in one or more
counterparts,   all  of  which  shall  together  constitute   one
Amendment.

      IN  WITNESS  WHEREOF,  each party hereto  has  caused  this
Amendment  to  be  duly  executed on its behalf  by  its  officer
thereunto duly authorized, all as of October 15, 1995.

                                   RICHFOOD HOLDINGS, INC.


                                   By:____________________________
                                      Donald D. Bennett
                                      Chairman & Chief Executive
                                        Officer


                                   SUPER RITE CORPORATION


                                   By:____________________________
                                      Peter Vanderveen
                                      President
                                                        EXHIBIT A

     AMENDED AND RESTATED SUBSECTIONS 6.14(e)(iii) and (iv)


      (iii)   Richfood  shall pay all SEC and  state  "Blue  Sky"
filing  fees,  all  fees and expenses of Richfood's  counsel  and
accountants  and  all  printing and mailing  fees  (collectively,
"Registration  Expenses") associated with the first  registration
and  offering of shares for the benefit of members of  the  Super
Rite  Group pursuant to Section 6.14(a) (it being understood that
Registration  Expenses  shall  not  include  underwriting   fees,
commissions or expenses, the fees and expenses of counsel for the
underwriters  or  the  fees  and  expenses  of  any  counsel   or
accountants  retained by any member of the Super  Rite  Group  in
connection with such registration and offering).  For  all  other
registrations  and offerings of shares pursuant to  this  Section
6.14, the selling Super Rite Group shareholders shall pay,  on  a
pro  rata  basis, all Registration Expenses and other  costs  and
expenses associated with such registrations and offerings;

     (iv)  Richfood shall not be obligated to provide more than a
total  of  two  registrations pursuant  to  Section  6.14(a)  and
Section  6.14(c) hereof; provided, that in the event  any  shares
are  excluded  in  an  initial registration pursuant  to  Section
6.14(c)  or  in  the  event  such registration  is  withdrawn  or
abandoned  by  Richfood, the Super Rite Group shareholders  shall
have  additional registration rights pursuant to such  subsection
until  such  time  as  the  shares  originally  proposed  to   be
registered  thereunder  have  been registered  pursuant  to  this
Section;  and  provided, further, that the  Selling  Shareholders
will  be  entitled  to  withdraw  any  request  for  registration
pursuant  to Section 6.14(a) or Section 6.14(c) hereof  prior  to
the  sale of shares pursuant thereto, and such withdrawn  request
shall not be considered one of the two registrations to which the
Super  Rite Group shareholders are entitled, if such shareholders
reimburse  Richfood promptly upon request for its actual  out-of-
pocket expenses in connection with such withdrawn registration.