<PAGE>
 
   As filed with the Securities and Exchange Commission on December 23, 1997

                                                    Registration No. 333-
                                                                         -------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              -------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              JP Foodservice, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                       52-1634568
        ---------------------------------                 -------------------
        (State or other jurisdiction                      (I.R.S. Employer
        of incorporation or organization)                 Identification No.)

                           9830 Patuxent Woods Drive
                           Columbia, Maryland  21046
                   (Address of principal executive offices)

                             1980 Stock Option Plan
              1988 Stock Option and Compensation Plan, as amended
              Rykoff-Sexton, Inc. 1993 Director Stock Option Plan
             1995 Key Employees Stock Option and Compensation Plan
        Amended and Restated US Foodservice Inc. 1992 Stock Option Plan
        Amended and Restated US Foodservice Inc. 1993 Stock Option Plan
  Amended and Restated Management Stock Option Plan of WS Holdings Corporation
                           (Full title of the plans)

                               David M. Abramson
                   Senior Vice President and General Counsel
                              JP Foodservice, Inc.
                           9830 Patuxent Woods Drive
                           Columbia, Maryland  21046
                                 (410) 312-7100
-------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                            Richard J. Parrino, Esq.
                             Hogan & Hartson L.L.P.
                          555 Thirteenth Street, N.W.
                          Washington, D.C.  20004-1109
                                 (202) 637-5600

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================================================
                                                        Proposed                  Proposed
   Title of securities          Amount to be          maximum offering        maximum aggregate          Amount of
     to be registered           registered (1)        price per share          offering price        registration fee (2)
---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                     <C>                    <C>
Common Stock,
par value $.01                           9,932 (3)                $25.497         $   253,236.20               $    74.70
===========================================================================================================================
Common Stock,
par value $.01                         928,956 (4)                $33.387         $31,015,054.00                $9,149.44
===========================================================================================================================
Common Stock,
par value $.01                         140,759 (5)                $33.387         $ 4,699,520.70                $1,386.36
===========================================================================================================================
Common Stock,
par value $.01                          35,650 (6)                $29.839         $ 1,063,760.40                $  313.81
===========================================================================================================================
Common Stock,
par value $.01                         125,286 (7)                $13.600         $ 1,703,889.60                $  502.65
===========================================================================================================================
</TABLE> 
<PAGE>
 
<TABLE>
<CAPTION>
===========================================================================================================================
                                                        Proposed                  Proposed
   Title of securities          Amount to be          maximum offering        maximum aggregate          Amount of
     to be registered           registered (1)        price per share          offering price        registration fee (2)
---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                     <C>                    <C>
Common Stock,
par value $.01                         137,451 (8)             $20.348            $2,796,852.90             $   825.07
===========================================================================================================================
Common Stock,
par value $.01                          94,235 (9)             $12.142            $1,144,201.40             $   337.54
===========================================================================================================================
Total                                1,472,269                                   $42,676,515.20             $12,589.57
===========================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416, this Registration Statement covers, in addition to
the number of shares of Common Stock stated, an indeterminate number of shares
of Common Stock which by reason of certain events specified in each plan may
become subject to such plans.

(2)  Estimated pursuant to Rule 457(h) solely for purposes of calculating the
amount of the registration fee.

(3)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the 1980
Stock Option Plan, as assumed by the Registrant.

(4)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the 1988
Stock Option and Compensation Plan, as assumed by the Registrant.

(5)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the 
Rykoff-Sexton, Inc. 1993 Director Stock Option Plan, as assumed by the
Registrant.

(6)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the 1995
Key Employees Stock Option and Compensation Plan, as assumed by the Registrant.

(7)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the
Amended and Restated US Foodservice Inc. 1992 Stock Option Plan, as assumed by
the Registrant.

(8)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the
Amended and Restated US Foodservice Inc. 1993 Stock Option Plan, as assumed by
the Registrant.

(9)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the
Amended and Restated Management Stock Option Plan of WS Holdings Corporation, as
assumed by the Registrant.
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

     *    Information required by Part I to be contained in the Section 10(a)
          prospectus is omitted from this Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933 and the Note to Part I
          of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed by JP Foodservice, Inc.
(the "Company" or the "Registrant") with the Commission are hereby incorporated
herein by reference.

          (a) the Company's Annual Report on Form 10-K for the fiscal year ended
June 28, 1997, as amended by Form 10-K/A-1 filed on October 24, 1997;

          (b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 27, 1997;

          (c) the Company's Current Reports on Form 8-K dated June 30, 1997,
September 3, 1997, November 5, 1997 and November 26, 1997;

          (d)  the description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") on December 19, 1996, including any
amendments or reports filed for the purpose of updating such description; and

          (e) the description of the preferred share purchase rights attached to
the Common Stock which is contained in the Company's Registration Statement on
Form 8-A filed pursuant to the Exchange Act on December 19, 1996, including any
amendments or reports filed for the purpose of updating such description.

          All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which 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.
<PAGE>
 
          In addition, any statement contained in a document incorporated or
deemed to be incorporated by reference into this Registration Statement will be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or any
other subsequently filed document which also is or is deemed to be incorporated
into this Registration Statement modifies or supersedes that statement.  Any
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.  (The Common Stock is registered under Section 12 of
the Exchange Act.)


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The registrant is a Delaware corporation, subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "DGCL").  Section 145 of the DGCL provides for the
indemnification, under certain circumstances, of any person in connection with
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than derivative actions), brought or threatened involving
such person because of such person's service as a director, officer, employee or
agent of the corporation or such person's service in any such capacity with
respect to another corporation or other entity at the request of such
corporation.

          The registrant's Amended and Restated By-laws provide for the
indemnification of the officers and directors of the registrant to the fullest
extent permitted by the DGCL.  Article XII of the registrant's Amended and
Restated By-laws provides that each person who was or is made a party to (or is
threatened to be made a party to) any civil or criminal action, suit or
proceeding by reason of the fact that such person is or was a director or
officer of the registrant shall be indemnified and held harmless by the
registrant to the fullest extent authorized by the DGCL against all expense,
liability and loss (including, without limitation, attorneys' fees) incurred by
such person in connection therewith, if such persons acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the registrant and had no reason  to believe that his conduct was
illegal.

          Article XII of the registrant's Restated Certificate of Incorporation
provides that, to the fullest extent permitted by the DGCL, the registrant's
directors will not be personally liable to the registrant or its stockholders
for monetary damages resulting from a breach of their fiduciary duty as
directors.  However,  nothing contained in such Article XII shall eliminate or
limit the liability of directors (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law, (iii) under Section 
<PAGE>
 
174 of the DGCL or (iv) for any transaction from which the director derived an
improper personal benefit.


          The registrant maintains directors and officers liability insurance,
which covers directors and officers of the registrant against certain claims or
liabilities arising out of the performance of their duties.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          4.1   Rykoff-Sexton, Inc. 1980 Stock Option Plan (incorporated by
                reference from Rykoff-Sexton, Inc.'s Report on Form 10-K
                (Exchange Act File No. 0-8105) for the fiscal year ended May 1,
                1993, as amended (the "1993 10-K")).
             
          4.2   Rykoff-Sexton, Inc. 1988 Stock Option and Compensation Plan, as
                amended (incorporated by reference from the 1993 10-K).
             
          4.3   Rykoff-Sexton, Inc. 1993 Director Stock Option Plan
                (incorporated by reference from Rykoff-Sexton, Inc.'s Report on
                Form 10-Q for the quarter ended October 30, 1993).
             
          4.4   1995 Key Employees Stock Option Agreement (incorporated by
                reference from Rykoff-Sexton, Inc.'s Registration Statement on
                Form S-4 (the "S-4"), as filed with the Securities and Exchange
                Commission on April 2, 1996, Registration No. 333-02715).
             
          4.5   Amended and Restated US Foodservice Inc. 1992 Stock Option Plan
                (incorporated by reference from Rykoff-Sexton, Inc.'s
                Registration Statement on Form S-8 dated May 17, 1996, as
                amended (the "1996 S-8")).

          4.6   Amended and Restated US Foodservice Inc. 1993 Stock Option Plan
                (incorporated by reference from the 1996 S-8).

          4.7   Amended and Restated Management Stock Option Plan of WS Holdings
                Corporation (incorporated by reference from the 1996 S-8).

          5.1   Opinion of Hogan & Hartson L.L.P. with respect to the legality
                of the Common Stock registered hereby.

          23.1  Consents of KPMG Peat Marwick LLP.

          23.2  Consent of Price Waterhouse L.L.P.
<PAGE>
 
          23.3  Consent of Hogan & Hartson L.L.P. (contained in its opinion
                filed as Exhibit 5.1 to this Registration Statement).

          24    Power of Attorney (included in the signature page to this
                Registration Statement).

Item 9.   UNDERTAKINGS.

     (a)  The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (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 to such information in the Registration Statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in this Registration Statement.

          (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 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 Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
<PAGE>
 
     (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 foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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 for 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 of 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 the City of Columbia, State of Maryland, on this 23rd day of
December, 1997.

                                    JP FOODSERVICE, INC.

                                    By: /s/ James L. Miller
                                       -------------------------------------
                                       James L. Miller
                                       President and Chief Executive Officer
                                           (Duly Authorized Officer)

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James L. Miller, Lewis Hay, III and
George T. Megas, jointly and severally, each in his own capacity, his true and
lawful attorneys-in-fact, with full power of substitution, for him and his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, with full power and authority to
do so and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact of any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated below, on this 23rd day of December, 1997.

   Signature                               Title
   ---------                               -----    

/s/ James L. Miller
--------------------------         President, Chairman and
James L. Miller                    Chief Executive Officer
                                 (Principal Executive Officer)
 

/s/ Lewis Hay, III
--------------------------        Executive Vice President and
Lewis Hay, III                     Chief Financial Officer
                                 (Principal Financial Officer)
 
/s/ George T. Megas
--------------------------          Vice President-Finance
George T. Megas                  (Principal Accounting Officer)
<PAGE>


--------------------------              Director
Matthias B. Bowman
 

/s/ Michael J. Drabb 
--------------------------              Director
Michael J. Drabb



--------------------------              Director
Albert J. Fitzgibbons


/s/ David M. Abramson
--------------------------              Director
David M. Abramson
 

/s/ Eric E. Glass
--------------------------              Director
Eric E. Glass
                                        

/s/ Mark P. Kaiser
--------------------------              Director
Mark P. Kaiser

                  
/s/ Paul I. Latta, Jr.                        
--------------------------              Director
Paul I. Latta, Jr.
 
                      
/s/ Dean R. Silverman                  
--------------------------              Director
Dean R. Silverman
 

--------------------------              Director
James I. Maslon
 


--------------------------              Director
James P. Miscoll

                     
/s/ Jeffrey D. Serkes                   
--------------------------              Director
Jeffrey D. Serkes



--------------------------              Director
Neil I. Sell



--------------------------              Director
Mark Van Stekelenburg



--------------------------              Director
Bernard Sweet




<PAGE>
 
                                 EXHIBIT INDEX

          4.1    Rykoff-Sexton, Inc. 1980 Stock Option Plan (incorporated by
                 reference from Rykoff-Sexton, Inc.'s Report on Form 10-K
                 (Exchange Act File No. 0-8105) for the fiscal year ended May
                 1, 1993, as amended (the "1993 10-K")).

          4.2    Rykoff-Sexton, Inc. 1988 Stock Option and Compensation Plan, as
                 amended (incorporated by reference from the 1993 10-K).

          4.3    Rykoff-Sexton, Inc. 1993 Director Stock Option Plan
                 (incorporated by reference from Rykoff-Sexton, Inc.'s Report on
                 Form 10-Q for the quarter ended October 30, 1993).

          4.4    1995 Key Employees Stock Option Agreement (incorporated by
                 reference from Rykoff-Sexton, Inc.'s Registration Statement on
                 Form S-4 (the "S-4"), as filed with the Securities and Exchange
                 Commission on April 2, 1996, Registration No. 333-02715).

          4.5    Amended and Restated US Foodservice Inc. 1992 Stock Option Plan
                 (incorporated by reference from Rykoff-Sexton, Inc.'s
                 Registration Statement on Form S-8 dated May 17, 1996, as
                 amended (the "1996 S-8")).

          4.6    Amended and Restated US Foodservice Inc. 1993 Stock Option Plan
                 (incorporated by reference from the 1996 S-8).

          4.7    Amended and Restated Management Stock Option Plan of WS
                 Holdings Corporation (incorporated by reference from the 1996
                 S-8).

          5.1    Opinion of Hogan & Hartson L.L.P. with respect to the legality
                 of the Common Stock registered hereby.

          23.1   Consent of KPMG Peat Marwick L.L.P.

          23.2   Consent of Price Waterhouse L.L.P.

          23.3   Consent of Hogan & Hartson L.L.P. (contained in its opinion
                 filed as Exhibit 5.1 to this Registration Statement).

          24     Power of Attorney (included in the signature page to this
                 Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25924}]
{"company-data": {"conformed-name": "JP FOODSERVICE INC", "cik": "0000928395", "assigned-sic": "5141", "irs-number": "521634568", "state-of-incorporation": "DE", "fiscal-year-end": "0629"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43185", "film-number": "97743903"}, "business-address": {"street1": "9830 PATUXENT WOODS WY", "city": "COLUMBIA", "state": "MD", "zip": "21046", "phone": "4103127100"}, "mail-address": {"street1": "9830 PATUXENT WOODS WAY", "city": "COLUMBIA", "state": "MD", "zip": "21046"}}
As filed with the Securities and Exchange Commission on December 23, 1997

                                                    Registration No. 333-
                                                                         -------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              -------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              JP Foodservice, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                       52-1634568
        ---------------------------------                 -------------------
        (State or other jurisdiction                      (I.R.S. Employer
        of incorporation or organization)                 Identification No.)

                           9830 Patuxent Woods Drive
                           Columbia, Maryland  21046
                   (Address of principal executive offices)

                             1980 Stock Option Plan
              1988 Stock Option and Compensation Plan, as amended
              Rykoff-Sexton, Inc. 1993 Director Stock Option Plan
             1995 Key Employees Stock Option and Compensation Plan
        Amended and Restated US Foodservice Inc. 1992 Stock Option Plan
        Amended and Restated US Foodservice Inc. 1993 Stock Option Plan
  Amended and Restated Management Stock Option Plan of WS Holdings Corporation
                           (Full title of the plans)

                               David M. Abramson
                   Senior Vice President and General Counsel
                              JP Foodservice, Inc.
                           9830 Patuxent Woods Drive
                           Columbia, Maryland  21046
                                 (410) 312-7100
-------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                            Richard J. Parrino, Esq.
                             Hogan & Hartson L.L.P.
                          555 Thirteenth Street, N.W.
                          Washington, D.C.  20004-1109
                                 (202) 637-5600

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                        Proposed                  Proposed
   Title of securities          Amount to be          maximum offering        maximum aggregate          Amount of
     to be registered           registered (1)        price per share          offering price        registration fee (2)
---------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01                           9,932 (3)                $25.497         $   253,236.20               $    74.70
===========================================================================================================================
Common Stock,
par value $.01                         928,956 (4)                $33.387         $31,015,054.00                $9,149.44
===========================================================================================================================
Common Stock,
par value $.01                         140,759 (5)                $33.387         $ 4,699,520.70                $1,386.36
===========================================================================================================================
Common Stock,
par value $.01                          35,650 (6)                $29.839         $ 1,063,760.40                $  313.81
===========================================================================================================================
Common Stock,
par value $.01                         125,286 (7)                $13.600         $ 1,703,889.60                $  502.65
===========================================================================================================================
===========================================================================================================================
                                                        Proposed                  Proposed
   Title of securities          Amount to be          maximum offering        maximum aggregate          Amount of
     to be registered           registered (1)        price per share          offering price        registration fee (2)
---------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01                         137,451 (8)             $20.348            $2,796,852.90             $   825.07
===========================================================================================================================
Common Stock,
par value $.01                          94,235 (9)             $12.142            $1,144,201.40             $   337.54
===========================================================================================================================
Total                                1,472,269                                   $42,676,515.20             $12,589.57
===========================================================================================================================
(1)  Pursuant to Rule 416, this Registration Statement covers, in addition to
the number of shares of Common Stock stated, an indeterminate number of shares
of Common Stock which by reason of certain events specified in each plan may
become subject to such plans.

(2)  Estimated pursuant to Rule 457(h) solely for purposes of calculating the
amount of the registration fee.

(3)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the 1980
Stock Option Plan, as assumed by the Registrant.

(4)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the 1988
Stock Option and Compensation Plan, as assumed by the Registrant.

(5)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the 
Rykoff-Sexton, Inc. 1993 Director Stock Option Plan, as assumed by the
Registrant.

(6)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the 1995
Key Employees Stock Option and Compensation Plan, as assumed by the Registrant.

(7)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the
Amended and Restated US Foodservice Inc. 1992 Stock Option Plan, as assumed by
the Registrant.

(8)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the
Amended and Restated US Foodservice Inc. 1993 Stock Option Plan, as assumed by
the Registrant.

(9)  Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the
Amended and Restated Management Stock Option Plan of WS Holdings Corporation, as
assumed by the Registrant.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

     *    Information required by Part I to be contained in the Section 10(a)
          prospectus is omitted from this Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933 and the Note to Part I
          of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed by JP Foodservice, Inc.
(the "Company" or the "Registrant") with the Commission are hereby incorporated
herein by reference.

          (a) the Company's Annual Report on Form 10-K for the fiscal year ended
June 28, 1997, as amended by Form 10-K/A-1 filed on October 24, 1997;

          (b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 27, 1997;

          (c) the Company's Current Reports on Form 8-K dated June 30, 1997,
September 3, 1997, November 5, 1997 and November 26, 1997;

          (d)  the description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") on December 19, 1996, including any
amendments or reports filed for the purpose of updating such description; and

          (e) the description of the preferred share purchase rights attached to
the Common Stock which is contained in the Company's Registration Statement on
Form 8-A filed pursuant to the Exchange Act on December 19, 1996, including any
amendments or reports filed for the purpose of updating such description.

          All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which 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.
In addition, any statement contained in a document incorporated or
deemed to be incorporated by reference into this Registration Statement will be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or any
other subsequently filed document which also is or is deemed to be incorporated
into this Registration Statement modifies or supersedes that statement.  Any
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.  (The Common Stock is registered under Section 12 of
the Exchange Act.)

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The registrant is a Delaware corporation, subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "DGCL").  Section 145 of the DGCL provides for the
indemnification, under certain circumstances, of any person in connection with
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than derivative actions), brought or threatened involving
such person because of such person's service as a director, officer, employee or
agent of the corporation or such person's service in any such capacity with
respect to another corporation or other entity at the request of such
corporation.

          The registrant's Amended and Restated By-laws provide for the
indemnification of the officers and directors of the registrant to the fullest
extent permitted by the DGCL.  Article XII of the registrant's Amended and
Restated By-laws provides that each person who was or is made a party to (or is
threatened to be made a party to) any civil or criminal action, suit or
proceeding by reason of the fact that such person is or was a director or
officer of the registrant shall be indemnified and held harmless by the
registrant to the fullest extent authorized by the DGCL against all expense,
liability and loss (including, without limitation, attorneys' fees) incurred by
such person in connection therewith, if such persons acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the registrant and had no reason  to believe that his conduct was
illegal.

          Article XII of the registrant's Restated Certificate of Incorporation
provides that, to the fullest extent permitted by the DGCL, the registrant's
directors will not be personally liable to the registrant or its stockholders
for monetary damages resulting from a breach of their fiduciary duty as
directors.  However,  nothing contained in such Article XII shall eliminate or
limit the liability of directors (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law, (iii) under Section
174 of the DGCL or (iv) for any transaction from which the director derived an
improper personal benefit.

          The registrant maintains directors and officers liability insurance,
which covers directors and officers of the registrant against certain claims or
liabilities arising out of the performance of their duties.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          4.1   Rykoff-Sexton, Inc. 1980 Stock Option Plan (incorporated by
                reference from Rykoff-Sexton, Inc.'s Report on Form 10-K
                (Exchange Act File No. 0-8105) for the fiscal year ended May 1,
                1993, as amended (the "1993 10-K")).
             
          4.2   Rykoff-Sexton, Inc. 1988 Stock Option and Compensation Plan, as
                amended (incorporated by reference from the 1993 10-K).
             
          4.3   Rykoff-Sexton, Inc. 1993 Director Stock Option Plan
                (incorporated by reference from Rykoff-Sexton, Inc.'s Report on
                Form 10-Q for the quarter ended October 30, 1993).
             
          4.4   1995 Key Employees Stock Option Agreement (incorporated by
                reference from Rykoff-Sexton, Inc.'s Registration Statement on
                Form S-4 (the "S-4"), as filed with the Securities and Exchange
                Commission on April 2, 1996, Registration No. 333-02715).
             
          4.5   Amended and Restated US Foodservice Inc. 1992 Stock Option Plan
                (incorporated by reference from Rykoff-Sexton, Inc.'s
                Registration Statement on Form S-8 dated May 17, 1996, as
                amended (the "1996 S-8")).

          4.6   Amended and Restated US Foodservice Inc. 1993 Stock Option Plan
                (incorporated by reference from the 1996 S-8).

          4.7   Amended and Restated Management Stock Option Plan of WS Holdings
                Corporation (incorporated by reference from the 1996 S-8).

          5.1   Opinion of Hogan & Hartson L.L.P. with respect to the legality
                of the Common Stock registered hereby.

          23.1  Consents of KPMG Peat Marwick LLP.

          23.2  Consent of Price Waterhouse L.L.P.
23.3  Consent of Hogan & Hartson L.L.P. (contained in its opinion
                filed as Exhibit 5.1 to this Registration Statement).

          24    Power of Attorney (included in the signature page to this
                Registration Statement).

Item 9.   UNDERTAKINGS.

     (a)  The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (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 to such information in the Registration Statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in this Registration Statement.

          (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 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 Section 15(d) of the Exchange Act that is
incorporated by reference in this 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 foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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 for 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 of 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 the City of Columbia, State of Maryland, on this 23rd day of
December, 1997.

                                    JP FOODSERVICE, INC.

                                    By: /s/ James L. Miller
                                       -------------------------------------
                                       James L. Miller
                                       President and Chief Executive Officer
                                           (Duly Authorized Officer)

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James L. Miller, Lewis Hay, III and
George T. Megas, jointly and severally, each in his own capacity, his true and
lawful attorneys-in-fact, with full power of substitution, for him and his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, with full power and authority to
do so and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact of any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated below, on this 23rd day of December, 1997.

   Signature                               Title
   ---------                               -----    

/s/ James L. Miller
--------------------------         President, Chairman and
James L. Miller                    Chief Executive Officer
                                 (Principal Executive Officer)
 

/s/ Lewis Hay, III
--------------------------        Executive Vice President and
Lewis Hay, III                     Chief Financial Officer
                                 (Principal Financial Officer)
 
/s/ George T. Megas
--------------------------          Vice President-Finance
George T. Megas                  (Principal Accounting Officer)
--------------------------              Director
Matthias B. Bowman
 

/s/ Michael J. Drabb 
--------------------------              Director
Michael J. Drabb

--------------------------              Director
Albert J. Fitzgibbons

/s/ David M. Abramson
--------------------------              Director
David M. Abramson
 

/s/ Eric E. Glass
--------------------------              Director
Eric E. Glass
                                        

/s/ Mark P. Kaiser
--------------------------              Director
Mark P. Kaiser

                  
/s/ Paul I. Latta, Jr.                        
--------------------------              Director
Paul I. Latta, Jr.
 
                      
/s/ Dean R. Silverman                  
--------------------------              Director
Dean R. Silverman
 

--------------------------              Director
James I. Maslon
 

--------------------------              Director
James P. Miscoll

                     
/s/ Jeffrey D. Serkes                   
--------------------------              Director
Jeffrey D. Serkes

--------------------------              Director
Neil I. Sell

--------------------------              Director
Mark Van Stekelenburg

--------------------------              Director
Bernard Sweet
EXHIBIT INDEX

          4.1    Rykoff-Sexton, Inc. 1980 Stock Option Plan (incorporated by
                 reference from Rykoff-Sexton, Inc.'s Report on Form 10-K
                 (Exchange Act File No. 0-8105) for the fiscal year ended May
                 1, 1993, as amended (the "1993 10-K")).

          4.2    Rykoff-Sexton, Inc. 1988 Stock Option and Compensation Plan, as
                 amended (incorporated by reference from the 1993 10-K).

          4.3    Rykoff-Sexton, Inc. 1993 Director Stock Option Plan
                 (incorporated by reference from Rykoff-Sexton, Inc.'s Report on
                 Form 10-Q for the quarter ended October 30, 1993).

          4.4    1995 Key Employees Stock Option Agreement (incorporated by
                 reference from Rykoff-Sexton, Inc.'s Registration Statement on
                 Form S-4 (the "S-4"), as filed with the Securities and Exchange
                 Commission on April 2, 1996, Registration No. 333-02715).

          4.5    Amended and Restated US Foodservice Inc. 1992 Stock Option Plan
                 (incorporated by reference from Rykoff-Sexton, Inc.'s
                 Registration Statement on Form S-8 dated May 17, 1996, as
                 amended (the "1996 S-8")).

          4.6    Amended and Restated US Foodservice Inc. 1993 Stock Option Plan
                 (incorporated by reference from the 1996 S-8).

          4.7    Amended and Restated Management Stock Option Plan of WS
                 Holdings Corporation (incorporated by reference from the 1996
                 S-8).

          5.1    Opinion of Hogan & Hartson L.L.P. with respect to the legality
                 of the Common Stock registered hereby.

          23.1   Consent of KPMG Peat Marwick L.L.P.

          23.2   Consent of Price Waterhouse L.L.P.

          23.3   Consent of Hogan & Hartson L.L.P. (contained in its opinion
                 filed as Exhibit 5.1 to this Registration Statement).

          24     Power of Attorney (included in the signature page to this
                 Registration Statement).