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 4, 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

                               8258 Richfood Road
                         Mechanicsville, Virginia 23116
                        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
12, 1997, was as follows:

             Common Stock, without par value: 47,337,489 shares.




<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)

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------

                                                                        (Unaudited)
                                                                     Third Quarter Ended
                                                 ------------------------------------------------------------

                                                  January 4,                        January 6,
                                                    1997               %              1996               %
-------------------------------------------------------------------------------------------------------------
<S> <C>
Sales                                            $   807,272         100.00         $  766,802         100.00
Costs and expenses, net:
     Cost of goods sold                              721,779          89.41            691,071          90.12
     Operating and adminis-
          trative expenses                            59,432           7.36             53,831           7.02
     Merger and integration costs                         --             --             11,993           1.57
     Interest expense                                  1,913           0.24              3,020           0.39
     Interest income                                    (776)         (0.10)              (782)         (0.10)
                                                 -----------         ------         ----------         ------

Earnings before income taxes
   and extraordinary loss                             24,924           3.09              7,669           1.00

Income taxes                                           9,924           1.23              3,895           0.51
                                                 -----------           ----         ----------         ------

Earnings before
   extraordinary loss                                 15,000           1.86              3,774           0.49

Extraordinary loss,
   net of tax                                             --             --             (1,002)         (0.13)
                                                 -----------           ----         ----------         ------

Net earnings                                     $    15,000           1.86         $    2,772           0.36
                                                 ===========           ====         ==========         ======

Earnings per common share:
    Earnings before
        extraordinary loss                       $       .32                        $      .08
    Extraordinary loss, net of tax                        --                              (.02)
                                                 -----------                        ----------

    Net earnings                                 $       .32                        $      .06
                                                 ===========                        ==========


Cash dividends declared
     per common share                            $       .03                        $      .02
                                                 ===========                        ==========


Average common shares
     outstanding                                  47,325,705                        46,857,027
                                                 ===========                        ==========

</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)

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------

                                                                         (Unaudited)
                                                                         Year-to-Date
                                                ----------------------------------------------------------------

                                                  January 4,                          January 6,
                                                     1997               %                1996               %
---------------------------------------------------------------------------------------------------------------
<S> <C>
Sales                                           $  2,300,295         100.00         $  2,251,312         100.00
Costs and expenses, net:
     Cost of goods sold                            2,059,283          89.52            2,029,874          90.16
     Operating and adminis-
          trative expenses                           171,492           7.46              160,425           7.13
     Merger and integration costs                         --             --               11,993           0.53
     Interest expense                                  5,172           0.22                9,887           0.44
     Interest income                                  (2,372)         (0.10)              (2,281)         (0.10)
                                                ------------         ------         ------------         ------

Earnings before income taxes
   and extraordinary loss                             66,720           2.90               41,414           1.84

Income taxes                                          26,703           1.16               17,625           0.78
                                                ------------         ------         ------------         ------

Earnings before
   extraordinary loss                                 40,017           1.74               23,789           1.06

Extraordinary loss,
   net of tax                                             --             --               (1,002)         (0.05)
                                                ------------         ------         ------------         ------

Net earnings                                    $     40,017           1.74         $     22,787           1.01
                                                ============         ======         ============         ======

Earnings per common share:
    Earnings before
        extraordinary loss                      $        .85                        $        .51
    Extraordinary loss, net of tax                        --                                (.02)
                                                ------------                        ------------

    Net earnings                                $        .85                        $        .49
                                                ============                        ============


Cash dividends declared
     per common share                           $        .09                        $        .06
                                                ============                        ============


Average common shares
     outstanding                                  47,257,605                          46,827,293
                                                ============                        ============


</TABLE>


See accompanying Notes to the Consolidated Financial Statements.


<PAGE>


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

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------
                                                           January 4,    April 27,
                                                              1997          1996
                                                          (Unaudited)
------------------------------------------------------------------------------------
<S> <C>
Assets
Current assets:
     Cash and cash equivalents                            $    12,302   $     17,415
     Receivables, less allowance for doubtful
          accounts of $3,852 and $3,994                       106,120        100,385
     Inventories                                              178,960        162,461
     Other current assets                                      20,294         19,987
                                                          -----------   ------------

Total current assets                                          317,676        300,248
                                                          -----------   ------------

Notes receivable, less allowance for
     doubtful accounts of $1,616 and $1,579                    34,559         27,179
Property and equipment, net                                   123,085        122,659
Goodwill, net                                                  85,154         74,455
Other assets                                                   50,872         39,720
                                                          -----------   ------------

Total assets                                              $   611,346   $    564,261
                                                          ===========   ============


Liabilities and Shareholders' Equity
     Current liabilities:
     Current installments of long-term debt
          and capital lease obligations                   $    10,098   $     10,712
     Accounts payable                                         200,535        187,010
     Accrued expenses and other current liabilities            64,359         61,698
                                                          -----------   ------------

Total current liabilities                                     274,992        259,420
                                                          -----------   ------------

Long-term debt and capital lease obligations                   78,456         87,031
Deferred credits and other                                     19,135         18,248

Shareholders' equity:
     Preferred stock, without par value; authorized
          5,000,000 shares; none issued or outstanding              -              -
     Common stock, without par value; authorized
          90,000,000 shares; issued and outstanding
          47,335,250  and 46,987,602                           68,981         66,964
     Retained earnings                                        169,782        132,598
                                                          -----------   ------------

Total shareholders' equity                                    238,763        199,562
                                                          -----------   ------------

Total liabilities and shareholders' equity                $   611,346   $    564,261
                                                          ===========   ============

</TABLE>


See accompanying Notes to the Consolidated Financial Statements.

<PAGE>



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

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------
                                                                       (Unaudited)
                                                                       Year-to-Date
                                                                       ------------
                                                                   January 4,    January 6,
                                                                     1997          1996
-------------------------------------------------------------------------------------------
<S> <C>
Operating activities:
     Net earnings                                                 $  40,017      $  22,787
     Adjustments to conform fiscal year of
         pooled company:  net earnings                                   --          2,548
                          non-cash components                            --          1,959

     Adjustments to  reconcile  net  earnings to net cash
       provided by operating activities:
           Depreciation and amortization                             20,384         20,363
           Provision for doubtful accounts                            2,846          3,276
           Extraordinary loss-loss on debt extinguishment,
              non-cash component                                         --            673
           Other, net                                                  (421)        (2,805)
            Changes in operating assets and liabilities, net of
              effects of acquisitions:
                 Receivables                                         (1,117)         5,617
                 Inventories                                        (15,803)       (22,867)
                 Other current assets                                  (230)           729
                 Accounts payable, accrued expenses
                    and other liabilities                            18,939         19,427
                                                                  ---------      ---------

Net cash provided by operating activities                            64,615         51,707
                                                                  ---------      ---------

Investing activities:
     Acquisitions, net of cash acquired                             (26,098)            --
     Purchases of property and equipment                            (12,687)        (9,504)
     Issuance of notes receivable                                   (18,097)        (9,038)
     Collections on notes receivable                                  7,222          9,031
     Other, net                                                      (6,940)        (3,823)
                                                                  ---------      ---------

Net cash used for investing activities                              (56,600)       (13,334)
                                                                  ---------      ---------

Financing activities:
     Net repayments on long-term debt and capital
         lease obligations                                          (10,189)       (62,027)
     Proceeds from issuance of common stock
         under employee stock incentive plans                           834            431
     Cash dividends paid on common stock                             (3,773)        (2,009)
                                                                  ---------      ---------

Net cash used for financing activities                              (13,128)       (63,605)
                                                                  ---------      ---------

Net decrease in cash and cash equivalents                            (5,113)       (25,232)

Cash and cash equivalents at beginning of period                     17,415         29,381
                                                                  ---------      ---------

Cash and cash equivalents at end of period                        $  12,302      $   4,149
                                                                  =========      =========

</TABLE>


See accompanying Notes to the Consolidated Financial Statements.


<PAGE>

                    RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             (AMOUNTS IN THOUSANDS)

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 27, 1996,
               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 April 27, 1996 ("fiscal
               1996"). In the opinion of management, such consolidated financial
               statements include all adjustments, consisting of normal
               recurring adjustments and the use of estimates, necessary to
               summarize fairly the Company's financial position and results of
               operations.  Certain information and note disclosures normally
               included in consolidated financial statements prepared in
               accordance with generally accepted accounting principles have
               been omitted pursuant to such rules and regulations.  These
               consolidated financial statements should be read in conjunction
               with the consolidated financial statements and notes thereto of
               the Company included in its Annual Report on Form 10-K for fiscal
               1996. The results of operations for the twelve and thirty-six
               week periods ended January 4, 1997, may not be indicative of the
               results that may be expected for the fiscal year ending May 3,
               1997 ("fiscal 1997").

Note 2.        On September 30, 1996, 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  food  items.   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.  Norristown, with revenues of approximately $120,000
               for its fiscal year ended  December  30, 1995,  is  headquartered
               near Philadelphia, Pennsylvania.

Note 3.        Effective  October 15, 1995,  Super Rite  Corporation  ("Super
               Rite"), a full service  wholesale and retail grocery  distributor
               headquartered in Harrisburg,  Pennsylvania, became a wholly-owned
               subsidiary   of  Richfood   Holdings,   Inc.   (the  "Super  Rite
               Acquisition").  The Super Rite Acquisition was accounted for as a
               pooling-of-interests,   which   requires   that  the   historical
               consolidated  financial  statements of the Company and Super Rite
               as of and for the periods  ended prior to the  effective  time of
               the Super Rite  Acquisition be combined as if the transaction had
               occurred as of the  beginning of the earliest  period  presented.
               The  Company   conformed   certain  of  Super  Rite's  accounting
               practices  and  methods  to  its  own  in  conjunction  with  the
               restatement  of  the  prior  historical   consolidated  financial
               statements in accordance with the pooling-of-interests method.

               Super Rite previously used the fiscal year ending on the Saturday
               closest to February 29th or March 1st for its financial reporting
               purposes. In order to conform to the Company's fiscal year, Super
               Rite's net  earnings  of $2,548,  on sales of  $228,113,  for the
               eight week period  from March 5, 1995,  to April 29,  1995,  were
               reflected  as a direct  adjustment  to retained  earnings for the
               fiscal year ended April 27, 1996.


<PAGE>



                    RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                             (AMOUNTS IN THOUSANDS)

        Sales  and net  earnings  of the  separate  companies,  and their
        respective   subsidiaries,   for  the  twenty-four   week  period
        preceding the October 15, 1995 merger were as follows:


                                                                 (Unaudited)
                                                                 October 14,
       (in thousands)                                                 1995
                                                                  (24 Weeks)
       ---------------------------------------------------------------------
        Sales:
            Richfood Holdings, Inc.                           $      782,932
            Super Rite Corporation                                   703,244
               Adjustments to conform certain of Super Rite's
               accounting practices and  methods                      (1,666)
                                                              --------------
         Combined                                             $    1,484,510
                                                              ==============

        Net earnings:
            Richfood Holdings, Inc.                           $       12,903
            Super Rite Corporation                                     6,054
            Adjustments to conform certain of Super Rite's
               accounting practices and  methods                       1,058
                                                              --------------
         Combined                                             $       20,015
                                                              ==============


Note  4.       The  extraordinary  loss,  net of tax, of $1.0 million for the
               twelve  and  thirty-six  week  periods  ended  January  6,  1996,
               primarily related to the repurchase,  at market prices above par,
               of  approximately  $9.7 million  principal  amount of the 10-5/8%
               Super Rite Senior  Subordinated Notes, due April 1, 2002 ("Senior
               Subordinated  Notes")  and was  comprised  of the amount  paid in
               excess of their par value and the  write-off of related  deferred
               financing costs.

Note 5.        On August 29, 1996, the Company's Board of Directors  declared a
               three-for-two common stock split payable September 30, 1996, to
               shareholders  of record on September 16, 1996.  All references to
               common  share and per common share data for  previously  reported
               periods have been adjusted to reflect the stock split.

Note 6.        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.


<PAGE>



ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS.


RESULTS OF OPERATIONS


            Sales of $807.3  million for the twelve week period ended January 4,
1997,  consisted of $778.3 million of wholesale  grocery sales and $77.3 million
of retail  grocery  sales.  Wholesale  grocery sales  included  $48.3 million of
intersegment  sales to the Company's retail grocery division.  Wholesale grocery
sales of $778.3  million  increased  $48.7  million,  or 6.7%,  as  compared  to
wholesale  grocery sales of $729.6 million for the same period last fiscal year.
This increase was primarily attributable to Norristown sales of $25.1 million in
the third quarter of fiscal 1997,  sales to customers who expanded  their retail
operations,  increased  sales to  existing  customers  and the  addition  of new
customers.  Retail  grocery sales of $77.3 million  increased  $1.1 million,  or
1.5%,  compared to sales of $76.2  million for the same period last fiscal year.
Sales for the METRO/BASICS  Retail Division decreased 5.2% on a comparable store
basis for the third  quarter of fiscal  1997,  compared to the third  quarter of
fiscal 1996.  This decrease is primarily  attributable  to the effects of severe
weather conditions in the prior year period which resulted in increased consumer
demand for grocery products and the effects of competitive store openings during
the twelve week period ended January 4, 1997.

            Sales of $2.30 billion for the thirty-six  week period ended January
4, 1997,  consisted  of $2.21  billion  of  wholesale  grocery  sales and $230.2
million of retail grocery sales. Wholesale grocery sales included $141.4 million
of  intersegment  sales to the  Company's  retail  grocery  division.  Wholesale
grocery sales of $2.21 billion increased $70.8 million, or 3.31%, as compared to
wholesale  grocery  sales of $2.14 billion for the same period last fiscal year.
The increase in wholesale grocery sales is primarily  attributable to Norristown
sales of $29.0 million, sales to customers who expanded their retail operations,
increased sales to existing customers and the addition of new customers.  Retail
grocery sales of $230.2  million  increased $9.4 million,  or 4.3%,  compared to
retail  grocery  sales of $220.8  million for the same period last fiscal  year.
This  increase was  primarily  attributable  to retail  grocery sales from three
stores  purchased  in February  1996,  two of which are  currently  operating as
BASICS stores and one of which is currently  operating as a METRO store, and the
opening of one new METRO store in  September  1996.  Sales for the  METRO/BASICS
Retail  Division  decreased 2.7% on a comparable  store basis for the thirty-six
week period ended January 4, 1997, compared to the same period last fiscal year.

            Gross  margin  was  10.59%  and  10.48% of sales for the  twelve and
thirty-six week periods ended January 4, 1997,  respectively,  compared to 9.88%
and 9.84% of sales for the twelve and  thirty-six  week periods ended January 6,
1996,  respectively.  The increase in gross margin was primarily attributable to
Norristown's higher gross margin produce operations,  increased gross margins in
the Company's retail operations  resulting from an emphasis on sales of goods in
categories  with higher  margins  such as meat,  perishables  and private  label
items, and procurement synergies realized at the Company's wholesale operations.

            Operating and administrative  expenses were 7.36% and 7.46% of sales
for the twelve and thirty-six week periods ended January 4, 1997,  respectively,
compared to 7.02% and 7.13% of sales for the twelve and thirty-six  week periods
ended   January  6,  1996,   respectively.   The   increases  in  operating  and
administrative expenses, as a percent of sales, over the prior year periods were
consistent with  management's  expectations  and were primarily  attributable to
Norristown's  higher  operating  and  administrative  expense  ratio,  increased
operating and  administrative  expenses in the Company's  retail  operations and
certain  costs  related  to  the  consolidation  of the  Company's  Pennsylvania
wholesale  operations.  Operating  and  administrative  expenses  decreased as a
percent of sales from the second quarter of fiscal 1997. The Company  expects to
realize future operating efficiencies from the consolidation of its Pennsylvania
wholesale operations.

            The Company's  operating  results for the twelve and thirty-six week
periods  ended  January  6, 1996  included  a  one-time  charge  for  merger and
integration   costs  of  $12.0  million  in  connection   with  the  Super  Rite
Acquisition.  This charge primarily related to transaction costs associated with
the Super Rite Acquisition,  severance costs and costs related to the conversion
of certain BASICS locations to the METRO store format,  including  write-offs of
property and equipment.

<PAGE>

            Interest  expense for the twelve and  thirty-six  week periods ended
January 4, 1997,  was $1.9 million and $5.2 million,  respectively,  compared to
$3.0  million  and $9.9  million for the same  periods  last  fiscal  year.  The
decrease was  primarily due to lower debt levels  attributable  to the Company's
ability to generate  cash flow from  operations,  a portion of which was used to
reduce average borrowings under revolving credit  facilities,  and for the early
extinguishment  of $27.5  million of the Senior  Subordinated  Notes  during the
third and fourth  quarters of fiscal 1996,  the repayment of borrowings  under a
$25.0 million Super Rite term loan facility in the third quarter of fiscal 1996,
and the  initial  principal  repayment,  in July  1996,  of $9.0  million of the
Company's $45.0 million 6.15% Senior Notes.

            The Company's  effective income tax rate was 39.8% and 40.0% for the
twelve and thirty-six week periods ended January 4, 1997,  compared to 50.8% and
42.6% for the  twelve  and  thirty-six  week  periods  ended  January  6,  1996,
respectively.  The higher  effective tax rate for the twelve and thirty-six week
periods  ended  January  6,  1996,   was  primarily   attributable   to  certain
nondeductible  merger  and  integration  costs  associated  with the Super  Rite
Acquisition.

            The  extraordinary  loss, net of tax, of $1.0 million for the twelve
and thirty-six week periods ended January 6, 1996, related to the repurchase, at
market prices above par, of $9.7 million principal amount of Senior Subordinated
Notes and was  comprised of the amount paid in excess of their par value and the
write-off  of related deferred  financing  costs.  See  "Liquidity  and Capital
Resources" for a discussion  regarding the Company's  announcement that it plans
to call for early redemption the remaining $47.5 million of Senior  Subordinated
Notes.

            Net earnings for the twelve week period ended January 4, 1997,  were
$15.0 million, or $0.32 per share,  compared to net earnings of $2.8 million, or
$0.06 per share,  for the same period last fiscal  year.  Net  earnings  for the
thirty-six week period ended January 4, 1997,  were $40.0 million,  or $0.85 per
share,  compared to net earnings of $22.8 million,  or $0.49 per share,  for the
same period last fiscal year.  Excluding the effects of the one-time  charge for
merger and  integration  costs  related to the Super  Rite  Acquisition  and the
extraordinary loss related to the early extinguishment of debt, net earnings for
the  twelve and  thirty-six  week  periods  ended  January  6, 1996,  were $11.6
million,   or  $0.25  per  share,  and  $31.6  million,   or  $0.67  per  share,
respectively.  Net earnings  for the twelve and  thirty-six  week periods  ended
January 4, 1997,  represent a 29.7% and 26.7% increase,  respectively,  over net
earnings  of $11.6  million  and $31.6  million,  excluding  the  effects of the
one-time  charge and the  extraordinary  loss,  for the same periods last fiscal
year.

            The Company's Pennsylvania Division is a party to a supply agreement
with Acme  Markets,  Inc.  which  expires in July 1997 and which  accounted  for
approximately $165.0 million of wholesale grocery sales volume last fiscal year.
While the Company has been  engaged in  negotiations  with Acme  concerning  the
possible  renewal of the supply  agreement,  there can be no assurance  that the
supply agreement will be renewed. The Company believes that the gain and loss of
customers is a normal aspect of its business;  for example, the Company recently
announced  that  it has  entered  into  new  long-term  supply  agreements  with
customers  trading as Genuardi's  Family  Markets,  Magruder's  and Boyer's Food
Markets, which together are expected to represent annual sales approximating the
Acme  business.  Accordingly,  the Company does not expect that any reduction in
the Acme  business  due to  nonrenewal  of the  supply  agreement  would  have a
material adverse effect on its financial position or results of operations.


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

            Cash and cash  equivalents  were  $12.3  million at January 4, 1997,
compared to $17.4 million at April 27, 1996.

            Net cash provided by operating  activities for the  thirty-six  week
period ended January 4, 1997, was $64.6 million. This amount primarily consisted
of net earnings of $40.0  million and  depreciation  and  amortization  of $20.4
million.  Working  capital  increased  from $40.8  million at April 27, 1996, to
$42.7  million  at  January  4,  1997.  The ratio of  current  assets to current
liabilities was 1.16 at both January 4, 1997, and April 27, 1996.

            Net cash used for  investing  activities  was $56.6  million for the
thirty-six week period ended January 4, 1997. On September 30, 1996, the Company
acquired  substantially  all of the assets and assumed  certain  liabilities  of
Norristown,  a wholesale  distributor of produce and other perishable food items
headquartered   near   Philadelphia,   Pennsylvania.   The  purchase   price  of
approximately $26.1 million was funded with internally generated funds.

            Capital expenditures of $12.7 million for the thirty-six week period
ended January 4, 1997,  included  capital employed for the construction of a new
METRO store,  the conversion of an existing BASICS store to the METRO format,  a
METRO store remodel,  improvements to the fluid dairy and wholesale distribution
centers and the purchase of warehouse material handling equipment.

            The Company  remains  committed  to providing  secured  financing to
support the growth of its retail customers. Loans issued to retailers were $18.1
million for the thirty-six week period ended January 4, 1997, and were offset in
part by $7.2 million of repayments by retailers.

            Net cash used for  financing  activities  of $13.1  million  for the
thirty-six  week period  ended  January 4, 1997,  primarily  consisted  of $10.2
million of net repayments on long-term debt and capital lease  obligations.  The
$10.2  million of net  repayments  primarily  related to the  initial  principal
repayment of $9.0 million in July 1996, of the Company's 6.15% Senior Notes. Net
repayments  on long-term  debt of $62.0 million for the  thirty-six  week period
ended  January  6,  1996,  primarily  related to the  repayment  of  outstanding
borrowings  under a $25.0 million  revolving credit facility and a $25.0 million
term loan  facility,  as well as the early  extinguishment  of $9.7  million  of
Senior Subordinated Notes.

            On January 17,  1997,  the Company  announced  its plans to call for
early redemption the remaining $47.5 million outstanding principal amount of the
Senior  Subordinated  Notes.  The Senior  Subordinated  Notes  will be  redeemed
effective  April 1, 1997, the first  permitted  optional  redemption  date, at a
redemption price of 105.31% of their principal  amount,  plus accrued  interest.
The Company expects that it will use cash on hand and borrowings  under existing
credit facilities to redeem the Senior  Subordinated  Notes. The Company expects
to recognize an extraordinary  loss, net of tax, of  approximately  $1.8 million
during the fourth quarter of fiscal 1997 related to the  redemption  premium for
the Senior  Subordinated Notes and the write-off of remaining deferred financing
costs  related to their  issuance.  The Company  expects to realize  significant
interest  expense savings from the early  retirement of the Senior  Subordinated
Notes due to the lower borrowing rates currently available to the Company.

            The Company's  long-term debt,  including capital leases and current
maturities,  was $88.6 million at January 4, 1997,  compared to $97.7 million at
April 27,  1996.  The ratio of  long-term  debt,  including  capital  leases and
current maturities, to equity was 0.37 to 1 at January 4, 1997, and 0.49 to 1 at
April 27, 1996.

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


<PAGE>



                           PART II-OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits

                 Exhibit 3.1-Amended and Restated Bylaws of Richfood Holdings,
                     Inc. as of January 28, 1997
                 Exhibit 11.1-Earnings Per Share Calculation
                 Exhibit 27.1-Financial Data Schedule

        (b)  Reports on Form 8-K
                 None



                                   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 17, 1997           By  /s/ J. Stuart Newton
                                                --------------------
                                             J. Stuart Newton
                                             Senior Vice President
                                             and Chief Financial Officer