As filed with the Securities and Exchange Commission on October 16, 1995
                           Registration Statement No. 33-____________


                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                            ____________________
                                  FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                            ____________________

                          RICHFOOD HOLDINGS, INC.
           (Exact name of registrant as specified in its charter)
      Virginia                                    54-1438602
(State or other jurisdiction of     (I.R.S. Employer Identification Number)
incorporation or organization)
                             8258 Richfood Road
                    Mechanicsville, Virginia  23111-2008
        (Address of principal executive office, including zip code)

                           SUPER RITE CORPORATION
                     1991 OMNIBUS STOCK INCENTIVE PLAN
                          (Full title of the plan)
                            ____________________

                             Donald D. Bennett
                    Chairman and Chief Executive Officer
                          Richfood Holdings, Inc.
                             8258 Richfood Road
                    Mechanicsville, Virginia  23111-2008
                                804-746-6000
(Name, address and telephone number, including area code, of agent for service)

                                With a copy to:

                                Gary E. Thompson
                               Hunton & Williams
                         Riverfront Plaza - East Tower
                              951 East Byrd Street
                         Richmond, Virginia  23219-4074

                        CALCULATION OF REGISTRATION FEE

                                  Proposed       Proposed
 Title of        Amount to        maximum        maximum          Amount of
securities           be           offering       aggregate      registration
  to be          registered        price         offering            fee
registered                      per share(1)     price(1)

Common Stock,     227,356          $25.94     $5,897,614.64      $2033.66
no par value

     (1)  Estimated solely for the purpose of computing the registration
fee.  This amount was calculated based on the average of the high and low
sales prices of the Common Stock as reported on The Nasdaq National Market
on October 13, 1995.


<PAGE>

EXPLANATORY NOTE: Effective October 15, 1995, pursuant to an Agreement and
Plan of Reorganization, dated as of June 26, 1995, and amended as of
October 13, 1995, by and between Richfood Holdings, Inc. (the "Company"),
and Super Rite Corporation ("Super Rite"), and a related Plan of Merger,
SR Acquisition, Inc., a wholly-owned subsidiary of the Company, merged with
and into Super Rite and Super Rite became a wholly-owned subsidiary of the
Company.  As part of the transaction, the Company assumed Super Rite's
obligations under the Super Rite Corporation 1991 Omnibus Stock Incentive
Plan (the "Plan") and the outstanding stock options and other instruments
issued pursuant to the Plan.  Hereafter, Company Common Stock will be
issued in settlement of outstanding instruments formerly requiring the
issuance of Super Rite Common Stock.  This registration statement covers
the shares of Common Stock of the Company issuable upon exercise of options
outstanding under the Plan.


                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEMS 1 AND 2.  PLAN INFORMATION AND REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION.

     Not required to be filed with the Securities and Exchange Commission
(the "Commission").




                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed by the Company with the
Commission are incorporated herein by reference:

          (a) the Company's Annual Report on Form 10-K for the fiscal year
ended April 29, 1995, as amended by Form 10-K/A1 filed with the
Commission on September 6, 1995;

          (b) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 22, 1995;

          (c) the Company's Current Report on Form 8-K filed with the
Commission on July 12, 1995;  and

          (d) the Company's Joint Proxy Statement/Prospectus dated September 7,
1995, included in the Company's Registration Statement on Form S-4 filed with
the Commission (File No.33-62413) on September 7, 1995.

     All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date hereof and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.  Any statement contained
in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document that is incorporated by reference herein modifies or supersedes
such earlier statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Virginia Stock Corporation Act permits, and the Amended and
Restated Articles of Incorporation of the Company require, indemnification
of the Company's directors and officers in a variety of circumstances,
which may include liabilities under the Securities Act of 1933, as amended
(the "Securities Act").  Under sections 13.1-697 and 13.1-702 of the
Virginia Stock Corporation Act, a Virginia corporation generally is
authorized to indemnify its directors and officers in civil or criminal
actions if they acted in good faith and, in the case of criminal actions,
had no reasonable cause to believe that the conduct was unlawful.  The
Company's Amended and Restated Articles of Incorporation require
indemnification of directors and officers with respect to any liability,
expenses or other amounts incurred by them by reason of having been a
director or officer, except in the case of willful misconduct or a knowing
violation of criminal law.  The Company's Amended and Restated Articles of
Incorporation provide that, to the full extent that the Virginia Stock
Corporation Act permits elimination of the liability of directors or
officers, no director or officer of the Company shall be liable to the
Company or its stockholders for any monetary damages.  The Company may
purchase insurance on behalf of directors, officers, employees and agents
that may cover liabilities under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.    Exhibit

4.1            Super Rite Corporation 1991 Omnibus Stock Incentive Plan
               (included as Exhibit 10(i) to the registration statement on
               Form S-1 of Super Rite Corporation, File No. 33-41427 and
               incorporated by reference herein).

4.2            First Amendment to the Super Rite Corporation 1991 Omnibus Stock
               Incentive Plan.

4.3            Articles III and IV of the Company's Amended and Restated
               Articles of Incorporation (incorporated by reference to the
               Company's Quarterly Report on Form 10-Q for the twelve week
               period ended July 24, 1993).

4.4            Article V of the Company's Amended and Restated Bylaws
               (incorporated by reference to the Company's Annual Report on Form
               10-K for the fiscal year ended April 29, 1995).

5              Opinion of Hunton & Williams.

23.1           Consent of KPMG Peat Marwick LLP.

23.2           Consent of Coopers & Lybrand, L.L.P.

23.3           Awareness Letter of Coopers & Lybrand, L.L.P.

23.4           Consent of Hunton & Williams (included in the opinion filed
               as Exhibit 5 hereto).

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3)
                    of the Securities Act;

               (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the registration
                    statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate,
                    represent a fundamental change in the information set
                    forth in the registration statement; and

             (iii)  To include any material information with respect
                    to the plan of distribution not previously
                    disclosed in the registration statement or any
                    material change in such information in the
                    registration statement;

PROVIDED, HOWEVER, that (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference herein.

          2.   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          3.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under item 6
above, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

<PAGE>

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Mechanicsville, Virginia, on this 12th day of
October, 1995.

                                   RICHFOOD HOLDINGS, INC.
                                        (registrant)


                                   By /s/ DONALD D. BENNETT
                                          Donald D. Bennett
                                  Chairman of the Board of Director
                                    and Chief Executive Officer


                             POWER OF ATTORNEY

     Each of the directors and/or officers of the registrant whose
signature appears below hereby appoints Donald D. Bennett, John E. Stokely
and Daniel R. Schnur, or any of them, as his or her attorney-in-fact to
sign in his or her name and on his or her behalf in any and all capacities
stated below, and to file with the Securities and Exchange Commission, any
and all amendments, including post-effective amendments to this
registration statement, making such changes in the registration statement
as appropriate, and generally to do all such things in their behalf in
their capacities as officers and directors to enable the registrant to
comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission.  Pursuant to the
requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on October
12, 1995.


                     Signature               Title


          By /s/ Donald D. Bennett           Chairman of the Board of
                 DONALD D. BENNETT           Directors
                                             and Chief Executive Officer
                                             (principal executive officer)

          By /s/ John E. Stokely             Director, President and
                JOHN E. STOKELY              Chief Operating Officer


          By /s/ John V. Marklin             Senior Vice President -
                JOHN V. MARKLIN              Finance and
                                             Chief Financial Officer
                                             (principal financial officer)


          By /s/ David W. Hoover             Vice President-Finance
                DAVID W. HOOVER              (principal accounting officer)


          By /s/ Roger L. Gregory            Director
               ROGER L. GREGORY


          By /s/ Grace E. Harris             Director
                GRACE E. HARRIS


          By /s/ John C. Jamison             Director
                JOHN C. JAMISON


          By /s/ Michael E. Julian, Jr.      Director
               MICHAEL E. JULIAN, JR.


          By /s/ G. Gilmer Minor, III        Director
             G. GILMER MINOR, III


          By                                 Director
              CLAUDE B. OWEN, JR.


          By                                 Director
                JOHN F. ROTELLE


          By /s/ Albert F. Sloan             Director
                ALBERT F. SLOAN


          By /s/ George H. Thomazin          Director
                 GEORGE H. THOMAZIN

          By /s/ James E. Ukrop              Director
                 JAMES E. UKROP


          By                                 Director
                 EDWARD VILLANUEVA


<PAGE>

                               EXHIBIT INDEX


                                                            Sequentially
               Exhibit No.       Description                Numbered Page

                   4.1           Super Rite Corporation
                                 1991 Omnibus Stock
                                 Incentive Plan (included
                                 as Exhibit 10(i) to the
                                 registration statement on
                                 Form S-1 of Super Rite
                                 Corporation, File No. 33-
                                 41427 and incorporated by
                                 reference herein).


                   4.2           First Amendment to the
                                 Super Rite Corporation
                                 1991 Omnibus Stock
                                 Incentive Plan.


                   4.3           Articles III and IV of
                                 the Company's Amended and
                                 Restated Articles of
                                 Incorporation
                                 (incorporated by
                                 reference to the
                                 Company's Quarterly
                                 Report on Form 10-Q for
                                 the twelve week period
                                 ended July 24, 1993).


                   4.4           Article V of the
                                 Company's Amended and
                                 Restated Bylaws
                                 (incorporated by
                                 reference to the
                                 Company's Annual Report
                                 on Form 10-K for the
                                 fiscal year ended April
                                 29, 1995).


                    5            Opinion of Hunton &
                                 Williams.


                  23.1           Consent of KPMG Peat
                                 Marwick LLP.

                  23.2           Consent of Coopers &
                                 Lybrand, L.L.P.


                  23.3           Awareness Letter of
                                 Coopers & Lybrand, L.L.P.


                  23.4           Consent of Hunton &
                                 Williams (included in the
                                 opinion filed as Exhibit
                                 5 hereto).
[{"type": "S-8", "sequence": "1", "description": "RICHFOOD HOLDINGS, INC. S-8", "secsgml_size_bytes": 18587}]
{"company-data": {"conformed-name": "RICHFOOD HOLDINGS INC", "cik": "0000819632", "assigned-sic": "5141", "irs-number": "541438602", "state-of-incorporation": "VA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63447", "film-number": "95581086"}, "business-address": {"street1": "3258 RICHFOOD RD", "street2": "P O BOX 26967", "city": "RICHMOND", "state": "VA", "zip": "23111", "phone": "804-746-6157"}, "mail-address": {"street1": "P.O. BOX 26967", "street2": "3258 RICHFOOD RD", "city": "MECHANKSVILLE", "state": "VA", "zip": "23111"}}
As filed with the Securities and Exchange Commission on October 16, 1995
                           Registration Statement No. 33-____________

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                            ____________________
                                  FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                            ____________________

                          RICHFOOD HOLDINGS, INC.
           (Exact name of registrant as specified in its charter)
      Virginia                                    54-1438602
(State or other jurisdiction of     (I.R.S. Employer Identification Number)
incorporation or organization)
                             8258 Richfood Road
                    Mechanicsville, Virginia  23111-2008
        (Address of principal executive office, including zip code)

                           SUPER RITE CORPORATION
                     1991 OMNIBUS STOCK INCENTIVE PLAN
                          (Full title of the plan)
                            ____________________

                             Donald D. Bennett
                    Chairman and Chief Executive Officer
                          Richfood Holdings, Inc.
                             8258 Richfood Road
                    Mechanicsville, Virginia  23111-2008
                                804-746-6000
(Name, address and telephone number, including area code, of agent for service)

                                With a copy to:

                                Gary E. Thompson
                               Hunton & Williams
                         Riverfront Plaza - East Tower
                              951 East Byrd Street
                         Richmond, Virginia  23219-4074

                        CALCULATION OF REGISTRATION FEE

                                  Proposed       Proposed
 Title of        Amount to        maximum        maximum          Amount of
securities           be           offering       aggregate      registration
  to be          registered        price         offering            fee
registered                      per share(1)     price(1)

Common Stock,     227,356          $25.94     $5,897,614.64      $2033.66
no par value

     (1)  Estimated solely for the purpose of computing the registration
fee.  This amount was calculated based on the average of the high and low
sales prices of the Common Stock as reported on The Nasdaq National Market
on October 13, 1995.
EXPLANATORY NOTE: Effective October 15, 1995, pursuant to an Agreement and
Plan of Reorganization, dated as of June 26, 1995, and amended as of
October 13, 1995, by and between Richfood Holdings, Inc. (the "Company"),
and Super Rite Corporation ("Super Rite"), and a related Plan of Merger,
SR Acquisition, Inc., a wholly-owned subsidiary of the Company, merged with
and into Super Rite and Super Rite became a wholly-owned subsidiary of the
Company.  As part of the transaction, the Company assumed Super Rite's
obligations under the Super Rite Corporation 1991 Omnibus Stock Incentive
Plan (the "Plan") and the outstanding stock options and other instruments
issued pursuant to the Plan.  Hereafter, Company Common Stock will be
issued in settlement of outstanding instruments formerly requiring the
issuance of Super Rite Common Stock.  This registration statement covers
the shares of Common Stock of the Company issuable upon exercise of options
outstanding under the Plan.

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEMS 1 AND 2.  PLAN INFORMATION AND REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION.

     Not required to be filed with the Securities and Exchange Commission
(the "Commission").

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed by the Company with the
Commission are incorporated herein by reference:

          (a) the Company's Annual Report on Form 10-K for the fiscal year
ended April 29, 1995, as amended by Form 10-K/A1 filed with the
Commission on September 6, 1995;

          (b) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 22, 1995;

          (c) the Company's Current Report on Form 8-K filed with the
Commission on July 12, 1995;  and

          (d) the Company's Joint Proxy Statement/Prospectus dated September 7,
1995, included in the Company's Registration Statement on Form S-4 filed with
the Commission (File No.33-62413) on September 7, 1995.

     All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date hereof and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.  Any statement contained
in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document that is incorporated by reference herein modifies or supersedes
such earlier statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Virginia Stock Corporation Act permits, and the Amended and
Restated Articles of Incorporation of the Company require, indemnification
of the Company's directors and officers in a variety of circumstances,
which may include liabilities under the Securities Act of 1933, as amended
(the "Securities Act").  Under sections 13.1-697 and 13.1-702 of the
Virginia Stock Corporation Act, a Virginia corporation generally is
authorized to indemnify its directors and officers in civil or criminal
actions if they acted in good faith and, in the case of criminal actions,
had no reasonable cause to believe that the conduct was unlawful.  The
Company's Amended and Restated Articles of Incorporation require
indemnification of directors and officers with respect to any liability,
expenses or other amounts incurred by them by reason of having been a
director or officer, except in the case of willful misconduct or a knowing
violation of criminal law.  The Company's Amended and Restated Articles of
Incorporation provide that, to the full extent that the Virginia Stock
Corporation Act permits elimination of the liability of directors or
officers, no director or officer of the Company shall be liable to the
Company or its stockholders for any monetary damages.  The Company may
purchase insurance on behalf of directors, officers, employees and agents
that may cover liabilities under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.    Exhibit

4.1            Super Rite Corporation 1991 Omnibus Stock Incentive Plan
               (included as Exhibit 10(i) to the registration statement on
               Form S-1 of Super Rite Corporation, File No. 33-41427 and
               incorporated by reference herein).

4.2            First Amendment to the Super Rite Corporation 1991 Omnibus Stock
               Incentive Plan.

4.3            Articles III and IV of the Company's Amended and Restated
               Articles of Incorporation (incorporated by reference to the
               Company's Quarterly Report on Form 10-Q for the twelve week
               period ended July 24, 1993).

4.4            Article V of the Company's Amended and Restated Bylaws
               (incorporated by reference to the Company's Annual Report on Form
               10-K for the fiscal year ended April 29, 1995).

5              Opinion of Hunton & Williams.

23.1           Consent of KPMG Peat Marwick LLP.

23.2           Consent of Coopers & Lybrand, L.L.P.

23.3           Awareness Letter of Coopers & Lybrand, L.L.P.

23.4           Consent of Hunton & Williams (included in the opinion filed
               as Exhibit 5 hereto).

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3)
                    of the Securities Act;

               (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the registration
                    statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate,
                    represent a fundamental change in the information set
                    forth in the registration statement; and

             (iii)  To include any material information with respect
                    to the plan of distribution not previously
                    disclosed in the registration statement or any
                    material change in such information in the
                    registration statement;

PROVIDED, HOWEVER, that (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference herein.

          2.   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          3.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under item 6
above, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Mechanicsville, Virginia, on this 12th day of
October, 1995.

                                   RICHFOOD HOLDINGS, INC.
                                        (registrant)

                                   By /s/ DONALD D. BENNETT
                                          Donald D. Bennett
                                  Chairman of the Board of Director
                                    and Chief Executive Officer

                             POWER OF ATTORNEY

     Each of the directors and/or officers of the registrant whose
signature appears below hereby appoints Donald D. Bennett, John E. Stokely
and Daniel R. Schnur, or any of them, as his or her attorney-in-fact to
sign in his or her name and on his or her behalf in any and all capacities
stated below, and to file with the Securities and Exchange Commission, any
and all amendments, including post-effective amendments to this
registration statement, making such changes in the registration statement
as appropriate, and generally to do all such things in their behalf in
their capacities as officers and directors to enable the registrant to
comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission.  Pursuant to the
requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on October
12, 1995.

                     Signature               Title

          By /s/ Donald D. Bennett           Chairman of the Board of
                 DONALD D. BENNETT           Directors
                                             and Chief Executive Officer
                                             (principal executive officer)

          By /s/ John E. Stokely             Director, President and
                JOHN E. STOKELY              Chief Operating Officer

          By /s/ John V. Marklin             Senior Vice President -
                JOHN V. MARKLIN              Finance and
                                             Chief Financial Officer
                                             (principal financial officer)

          By /s/ David W. Hoover             Vice President-Finance
                DAVID W. HOOVER              (principal accounting officer)

          By /s/ Roger L. Gregory            Director
               ROGER L. GREGORY

          By /s/ Grace E. Harris             Director
                GRACE E. HARRIS

          By /s/ John C. Jamison             Director
                JOHN C. JAMISON

          By /s/ Michael E. Julian, Jr.      Director
               MICHAEL E. JULIAN, JR.

          By /s/ G. Gilmer Minor, III        Director
             G. GILMER MINOR, III

          By                                 Director
              CLAUDE B. OWEN, JR.

          By                                 Director
                JOHN F. ROTELLE

          By /s/ Albert F. Sloan             Director
                ALBERT F. SLOAN

          By /s/ George H. Thomazin          Director
                 GEORGE H. THOMAZIN

          By /s/ James E. Ukrop              Director
                 JAMES E. UKROP

          By                                 Director
                 EDWARD VILLANUEVA
EXHIBIT INDEX

                                                            Sequentially
               Exhibit No.       Description                Numbered Page

                   4.1           Super Rite Corporation
                                 1991 Omnibus Stock
                                 Incentive Plan (included
                                 as Exhibit 10(i) to the
                                 registration statement on
                                 Form S-1 of Super Rite
                                 Corporation, File No. 33-
                                 41427 and incorporated by
                                 reference herein).

                   4.2           First Amendment to the
                                 Super Rite Corporation
                                 1991 Omnibus Stock
                                 Incentive Plan.

                   4.3           Articles III and IV of
                                 the Company's Amended and
                                 Restated Articles of
                                 Incorporation
                                 (incorporated by
                                 reference to the
                                 Company's Quarterly
                                 Report on Form 10-Q for
                                 the twelve week period
                                 ended July 24, 1993).

                   4.4           Article V of the
                                 Company's Amended and
                                 Restated Bylaws
                                 (incorporated by
                                 reference to the
                                 Company's Annual Report
                                 on Form 10-K for the
                                 fiscal year ended April
                                 29, 1995).

                    5            Opinion of Hunton &
                                 Williams.

                  23.1           Consent of KPMG Peat
                                 Marwick LLP.

                  23.2           Consent of Coopers &
                                 Lybrand, L.L.P.

                  23.3           Awareness Letter of
                                 Coopers & Lybrand, L.L.P.

                  23.4           Consent of Hunton &
                                 Williams (included in the
                                 opinion filed as Exhibit
                                 5 hereto).