<PAGE>





               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


                            FORM 8-K


                         CURRENT REPORT

               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934



                        February 19, 1997
        Date of Report (Date of earliest event reported)

                        RISER FOODS, INC.
     (Exact name of registrant as specified in its charter)

   Delaware                   1-9914              34-1570363
(State or other             (Commission          (IRS Employer
jurisdiction of                File              Identification
incorporation)                Number)                 No.)


5300 Richmond Road, Bedford Heights, Ohio            44146
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code:  (216) 292-7000

<PAGE>
<PAGE>
ITEM 5:   OTHER EVENTS

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT


     Riser Foods, Inc. (the "Company") is hereby filing certain
cautionary statements for the purpose of establishing a readily
available document which may be referenced pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995 ("Reform Act").  The Company wishes to ensure that any
forward-looking statements are accompanied by meaningful cautionary
statements in order to maximize to the fullest extent possible the
protections of the safe harbor established in the Reform Act. 
Statements which include words or phrases such as "will likely
result", "are expected to be", "will continue", "is anticipated",
"estimate", "project", "believe" or words of similar import are
intended to identify forward-looking statements within the meaning
of the Reform Act.  Accordingly, such statements are qualified in
their entirety by reference to, and are accompanied by, the
following important factors, among others, that could cause the
Company's actual results to differ materially from those in
forward-looking statements of the Company made by or on behalf of
the Company in oral or written communications and in documents
filed with the Securities and Exchange Commission (the "SEC").

     The Company cautions that the following important factors,
among others (including but not limited to factors mentioned from
time to time in the Company's reports filed with the SEC), could
affect the Company's actual results and cause the Company's actual
results to differ materially from those expressed in any forward-
looking statements of the Company.  Further, any forward-looking
statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events.  The Company
further cautions that new factors may emerge from time to time.  It
is not possible for management to predict all of such factors, nor
can management assess the impact of each such factor on the
business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements.  As such, forward-
looking statements should not be relied upon as a prediction of
actual future results.
<PAGE>
<PAGE>
SALES IN COMPANY-OPERATED RETAIL STORES


     The Company's sales and earnings derived from sales in
Company-operated retail stores are dependent upon the Company's
ability to continue to expand and renovate its existing store base
while retaining its existing customer base and attracting new
customers within its primary market area, combined with its ability
to control operating costs.  While the Company believes it has
programs in place to achieve its goals, certain factors could
negatively impact the Company's results including, but not limited
to:  the rate of inflation, deterioration in general or regional
economic conditions, unanticipated costs associated with the
Company's store expansion and renovation strategies, continued or
increased competitive pressures from existing competitors, new
market entrants which focus on price-cutting strategies or emerging
alternative formats, inability to develop new stores in
advantageous locations or to successfully convert existing stores,
the availability of resources (including capital, materials and
contractors) to complete the Company's store expansion and
renovation plans, the cost of or constraints on the Company's
supply of necessary inventory requirements, prolonged labor
disruptions, and the advancement of technology including the costs
associated with addressing the elimination of problems inherent in
most computer systems surrounding processing the Year 2000 (the
"Millennium Bug"). 

SALES TO INDEPENDENTLY-OPERATED RETAIL CUSTOMERS


     The Company's sales and earnings derived from sales to
independently-operated retail customers are dependent upon the
Company's ability to retain existing independently-operated
customers and attract new independently-operated customers within
its primary market area, combined with its ability to control
operating costs.  While the Company believes it has programs in
place to achieve its goals, certain factors could negatively impact
the Company's results including, but not limited to:  the rate of
inflation, deterioration in general or regional economic
conditions, unanticipated costs associated with its territorial
growth and expansion strategies, reduction in the number of
independently-operated retail customers serviced due to competition
and other factors such as the consolidation of independently-
operated retailers or conversion of store formats, loss of sales to
mass merchandising chains resulting from industry competition or
consolidation, loss of sales to Company-operated retail stores due
to other factors noted herein, increased self-distribution by
independently-operated retail customers, the entry of new or non-
traditional wholesale food distributors within the Company's
primary market area, the cost of or constraints on the Company's
supply of necessary inventory requirements, prolonged labor
disruptions, and the advancement of technology including the costs
associated with addressing the Millennium Bug.<PAGE>
<PAGE>
KEY MANAGEMENT


    The Company is dependent upon the services of a number of key
management and other personnel.  The retirement or loss of services
of a significant number of key personnel within a short period of
time could have a material adverse effect upon the Company.  The
Company's continued success is also predicated upon its ability to
attract and retain qualified associates to meet not only the
Company's current needs, but its future needs as well.  The Company
faces competition for qualified personnel, many of whom are subject
to offers from competitors, and there can be no assurance that the
Company will be able to consistently attract and retain such
personnel.  The Company maintains key person insurance on certain
key management personnel in connection with the funding of its
Supplemental Employee Retirement Plan. 

AVAILABILITY AND COST OF CAPITAL


     The Company's growth is also dependent upon its ability to
expand its retail square footage and increase the number of
independently-operated retail customers it services.  In many
instances, the Company must provide working capital or equipment
financing to independently-operated retail customers as a
prerequisite to attracting them as new customers or provide for
their future success via expansion.  Factors which could negatively
impact the Company's ability to expand its business operations
include:  increases in interest rates or the Company's cost of
capital, a default under any material debt agreement, the
unavailability of funds for capital expenditures or customer
financing, and the inability to develop new stores or convert
existing stores as rapidly as planned.  Additionally, future
acquisitions could affect the Company's borrowing costs and its
ability to obtain additional financing. 

LITIGATION AND REGULATORY PROCEEDINGS


     The Company's results of operations may be negatively impacted
by an adverse determination in connection with pending or future
litigation or other material claims or judgments against the
Company.  In addition, the Company's operations could be negatively
impacted by adverse local, state or federal legislation or
regulation that increases the costs of compliance, or adverse
filings by a regulator with respect to its existing operations.
<PAGE>
<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 hereunto duly authorized. 


                                   RISER FOODS, INC. 
                                   (Registrant)



February 19, 1997                  By:/s/ Anthony C. Rego 
                                   Anthony C. Rego
                                   Chairman of the Board and
                                   Chief Executive Officer 



February 19, 1997                  By:/s/ Ronald W. Ocasek
                                   Ronald W. Ocasek 
                                   Senior Vice President, 
                                   Chief Financial Officer 
                                   and Treasurer
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 9601}]
{"company-data": {"conformed-name": "RISER FOODS INC /DE/", "cik": "0000832177", "assigned-sic": "5411", "irs-number": "341570363", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09914", "film-number": "97538347"}, "business-address": {"street1": "5300 RICHMOND RD", "city": "BEDFORD HEIGHTS", "state": "OH", "zip": "44146", "phone": "2162927000"}, "mail-address": {"street1": "5300 RICHMOND RD", "city": "BEDFORD HEIGHTS", "state": "OH", "zip": "44146"}}
SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM 8-K

                         CURRENT REPORT

               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934

                        February 19, 1997
        Date of Report (Date of earliest event reported)

                        RISER FOODS, INC.
     (Exact name of registrant as specified in its charter)

   Delaware                   1-9914              34-1570363
(State or other             (Commission          (IRS Employer
jurisdiction of                File              Identification
incorporation)                Number)                 No.)

5300 Richmond Road, Bedford Heights, Ohio            44146
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code:  (216) 292-7000
ITEM 5:   OTHER EVENTS

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT

     Riser Foods, Inc. (the "Company") is hereby filing certain
cautionary statements for the purpose of establishing a readily
available document which may be referenced pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995 ("Reform Act").  The Company wishes to ensure that any
forward-looking statements are accompanied by meaningful cautionary
statements in order to maximize to the fullest extent possible the
protections of the safe harbor established in the Reform Act. 
Statements which include words or phrases such as "will likely
result", "are expected to be", "will continue", "is anticipated",
"estimate", "project", "believe" or words of similar import are
intended to identify forward-looking statements within the meaning
of the Reform Act.  Accordingly, such statements are qualified in
their entirety by reference to, and are accompanied by, the
following important factors, among others, that could cause the
Company's actual results to differ materially from those in
forward-looking statements of the Company made by or on behalf of
the Company in oral or written communications and in documents
filed with the Securities and Exchange Commission (the "SEC").

     The Company cautions that the following important factors,
among others (including but not limited to factors mentioned from
time to time in the Company's reports filed with the SEC), could
affect the Company's actual results and cause the Company's actual
results to differ materially from those expressed in any forward-
looking statements of the Company.  Further, any forward-looking
statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events.  The Company
further cautions that new factors may emerge from time to time.  It
is not possible for management to predict all of such factors, nor
can management assess the impact of each such factor on the
business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements.  As such, forward-
looking statements should not be relied upon as a prediction of
actual future results.
SALES IN COMPANY-OPERATED RETAIL STORES

     The Company's sales and earnings derived from sales in
Company-operated retail stores are dependent upon the Company's
ability to continue to expand and renovate its existing store base
while retaining its existing customer base and attracting new
customers within its primary market area, combined with its ability
to control operating costs.  While the Company believes it has
programs in place to achieve its goals, certain factors could
negatively impact the Company's results including, but not limited
to:  the rate of inflation, deterioration in general or regional
economic conditions, unanticipated costs associated with the
Company's store expansion and renovation strategies, continued or
increased competitive pressures from existing competitors, new
market entrants which focus on price-cutting strategies or emerging
alternative formats, inability to develop new stores in
advantageous locations or to successfully convert existing stores,
the availability of resources (including capital, materials and
contractors) to complete the Company's store expansion and
renovation plans, the cost of or constraints on the Company's
supply of necessary inventory requirements, prolonged labor
disruptions, and the advancement of technology including the costs
associated with addressing the elimination of problems inherent in
most computer systems surrounding processing the Year 2000 (the
"Millennium Bug"). 

SALES TO INDEPENDENTLY-OPERATED RETAIL CUSTOMERS

     The Company's sales and earnings derived from sales to
independently-operated retail customers are dependent upon the
Company's ability to retain existing independently-operated
customers and attract new independently-operated customers within
its primary market area, combined with its ability to control
operating costs.  While the Company believes it has programs in
place to achieve its goals, certain factors could negatively impact
the Company's results including, but not limited to:  the rate of
inflation, deterioration in general or regional economic
conditions, unanticipated costs associated with its territorial
growth and expansion strategies, reduction in the number of
independently-operated retail customers serviced due to competition
and other factors such as the consolidation of independently-
operated retailers or conversion of store formats, loss of sales to
mass merchandising chains resulting from industry competition or
consolidation, loss of sales to Company-operated retail stores due
to other factors noted herein, increased self-distribution by
independently-operated retail customers, the entry of new or non-
traditional wholesale food distributors within the Company's
primary market area, the cost of or constraints on the Company's
supply of necessary inventory requirements, prolonged labor
disruptions, and the advancement of technology including the costs
associated with addressing the Millennium Bug.
KEY MANAGEMENT

    The Company is dependent upon the services of a number of key
management and other personnel.  The retirement or loss of services
of a significant number of key personnel within a short period of
time could have a material adverse effect upon the Company.  The
Company's continued success is also predicated upon its ability to
attract and retain qualified associates to meet not only the
Company's current needs, but its future needs as well.  The Company
faces competition for qualified personnel, many of whom are subject
to offers from competitors, and there can be no assurance that the
Company will be able to consistently attract and retain such
personnel.  The Company maintains key person insurance on certain
key management personnel in connection with the funding of its
Supplemental Employee Retirement Plan. 

AVAILABILITY AND COST OF CAPITAL

     The Company's growth is also dependent upon its ability to
expand its retail square footage and increase the number of
independently-operated retail customers it services.  In many
instances, the Company must provide working capital or equipment
financing to independently-operated retail customers as a
prerequisite to attracting them as new customers or provide for
their future success via expansion.  Factors which could negatively
impact the Company's ability to expand its business operations
include:  increases in interest rates or the Company's cost of
capital, a default under any material debt agreement, the
unavailability of funds for capital expenditures or customer
financing, and the inability to develop new stores or convert
existing stores as rapidly as planned.  Additionally, future
acquisitions could affect the Company's borrowing costs and its
ability to obtain additional financing. 

LITIGATION AND REGULATORY PROCEEDINGS

     The Company's results of operations may be negatively impacted
by an adverse determination in connection with pending or future
litigation or other material claims or judgments against the
Company.  In addition, the Company's operations could be negatively
impacted by adverse local, state or federal legislation or
regulation that increases the costs of compliance, or adverse
filings by a regulator with respect to its existing operations.
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 hereunto duly authorized. 

                                   RISER FOODS, INC. 
                                   (Registrant)

February 19, 1997                  By:/s/ Anthony C. Rego 
                                   Anthony C. Rego
                                   Chairman of the Board and
                                   Chief Executive Officer 

February 19, 1997                  By:/s/ Ronald W. Ocasek
                                   Ronald W. Ocasek 
                                   Senior Vice President, 
                                   Chief Financial Officer 
                                   and Treasurer