As filed with the Securities and Exchange Commission on November
19, 1996

                    Registration Statement No. 333-____________   
  

                 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      (I.R.S. Employer
of incorporation or                Identification Number)
organization)


                        8258 Richfood Road
              Mechanicsville, Virginia  23111-2008
  (Address of principal executive office, including zip code)

                       RICHFOOD HOLDINGS, INC.
                        AMENDED AND RESTATED
                    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                   maximum         maximum
securities     Amount      offering        aggregate  Amount of
to be           to be      price           offering  registration
registered    registered   per share(1)    price(1)    fee

Common        2,250,000     $24.10       $54,225,000  $16,432.00
Stock, no      shares
par value
 
(1)  Calculated pursuant to Rule 457(c) on the basis of $24.10 per
share, which was the average of the high and low prices of the
Common Stock as quoted on the Nasdaq National Market on November
12, 1996.
     
<PAGE>

                          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").


                            2

<PAGE>

                          PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents previously filed by Richfood
Holdings, Inc. (the "Company") with the Commission (file 
no. 0-16900) are incorporated herein by reference:

                (a) the Company's Annual Report on Form 10-K for
the fiscal year ended April 27, 1996, filed with the Commission on
July 26, 1996;

                (b) the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended July 20, 1996, filed with the Commission
on September 3, 1996; 

                (c) the Company's Current Reports on Form 8-K filed
with the Commission on September 10, 1996, and September 13, 1996;
and 

                (d) the Company's Form 8-A, filed April 29, 1988
(as amended by Amendment No. 1 on Form 8, dated October 30, 1991).

        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.

                             II-1

<PAGE>

Item 7.  Exemption from Registration Claimed.

        Not applicable.

Item 8.  Exhibits.

Exhibit No.     Exhibit

4.1             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).

4.2             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).

5.1             Opinion of Hunton & Williams.

10.1            Richfood Holdings, Inc. Amended and Restated
                Omnibus Stock Incentive Plan. 

23.1            Consent of KPMG Peat Marwick LLP.

23.2            Consent of Hunton & Williams (included in the
                opinion filed as Exhibit 5.1 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.


                            II-2

<PAGE>

        (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.


                               II-3

<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 19th day of November, 1996. 

                                  RICHFOOD HOLDINGS, INC.
                                     (registrant)
                

                                  By /s/ Donald D. Bennett        
                                  Donald D. Bennett
                                  Chairman of the Board of
                                   Directors 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 November 19, 1996.


      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/ J. Stuart Newton          Senior Vice President and     
        J. Stuart Newton          Chief Financial Officer
                                  (principal financial officer)

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


                            II-4

<PAGE>


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                          
        G. Gilmer Minor, III      Director


By  /s/ Claude B. Owen, Jr.       Director
        Claude B. Owen, Jr.

By  /s/ John F. Rotelle           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  /s/ Edward Villaneuva         Director  
        Edward Villanueva

                                II-5

<PAGE>
 

                     EXHIBIT INDEX


                                                 Sequentially
Exhibit No.         Description                  Numbered Page

   4.1       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).

   4.2       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). 
 
   5.1       Opinion of Hunton & Williams.

  10.1       Richfood Holdings, Inc. Amended and
             Restated Omnibus Stock Incentive Plan 

  23.1       Consent of KPMG Peat Marwick LLP.

  23.2       Consent of Hunton & Williams (included
             in the opinion filed as Exhibit 5.1 
             hereto).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16014}]
{"company-data": {"conformed-name": "RICHFOOD HOLDINGS INC", "cik": "0000819632", "assigned-sic": "5140", "irs-number": "541438602", "state-of-incorporation": "VA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16411", "film-number": "96669317"}, "business-address": {"street1": "8528 RICHFOOD RD", "street2": "P O BOX 26967", "city": "MECHANKSVILLE", "state": "VA", "zip": "23111", "phone": "804-746-61"}, "mail-address": {"street1": "P.O. BOX 26967", "street2": "8528 RICHFOOD RD", "city": "MECHANKSVILLE", "state": "VA", "zip": "23111"}}
As filed with the Securities and Exchange Commission on November
19, 1996

                    Registration Statement No. 333-____________   
  

                 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      (I.R.S. Employer
of incorporation or                Identification Number)
organization)

                        8258 Richfood Road
              Mechanicsville, Virginia  23111-2008
  (Address of principal executive office, including zip code)

                       RICHFOOD HOLDINGS, INC.
                        AMENDED AND RESTATED
                    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                   maximum         maximum
securities     Amount      offering        aggregate  Amount of
to be           to be      price           offering  registration
registered    registered   per share(1)    price(1)    fee

Common        2,250,000     $24.10       $54,225,000  $16,432.00
Stock, no      shares
par value
 
(1)  Calculated pursuant to Rule 457(c) on the basis of $24.10 per
share, which was the average of the high and low prices of the
Common Stock as quoted on the Nasdaq National Market on November
12, 1996.
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").

                            2
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents previously filed by Richfood
Holdings, Inc. (the "Company") with the Commission (file 
no. 0-16900) are incorporated herein by reference:

                (a) the Company's Annual Report on Form 10-K for
the fiscal year ended April 27, 1996, filed with the Commission on
July 26, 1996;

                (b) the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended July 20, 1996, filed with the Commission
on September 3, 1996; 

                (c) the Company's Current Reports on Form 8-K filed
with the Commission on September 10, 1996, and September 13, 1996;
and 

                (d) the Company's Form 8-A, filed April 29, 1988
(as amended by Amendment No. 1 on Form 8, dated October 30, 1991).

        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.

                             II-1
Item 7.  Exemption from Registration Claimed.

        Not applicable.

Item 8.  Exhibits.

Exhibit No.     Exhibit

4.1             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).

4.2             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).

5.1             Opinion of Hunton & Williams.

10.1            Richfood Holdings, Inc. Amended and Restated
                Omnibus Stock Incentive Plan. 

23.1            Consent of KPMG Peat Marwick LLP.

23.2            Consent of Hunton & Williams (included in the
                opinion filed as Exhibit 5.1 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.

                            II-2
(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.

                               II-3
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 19th day of November, 1996. 

                                  RICHFOOD HOLDINGS, INC.
                                     (registrant)
                

                                  By /s/ Donald D. Bennett        
                                  Donald D. Bennett
                                  Chairman of the Board of
                                   Directors 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 November 19, 1996.

      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/ J. Stuart Newton          Senior Vice President and     
        J. Stuart Newton          Chief Financial Officer
                                  (principal financial officer)

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

                            II-4
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                          
        G. Gilmer Minor, III      Director

By  /s/ Claude B. Owen, Jr.       Director
        Claude B. Owen, Jr.

By  /s/ John F. Rotelle           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  /s/ Edward Villaneuva         Director  
        Edward Villanueva

                                II-5
EXHIBIT INDEX

                                                 Sequentially
Exhibit No.         Description                  Numbered Page

   4.1       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).

   4.2       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). 
 
   5.1       Opinion of Hunton & Williams.

  10.1       Richfood Holdings, Inc. Amended and
             Restated Omnibus Stock Incentive Plan 

  23.1       Consent of KPMG Peat Marwick LLP.

  23.2       Consent of Hunton & Williams (included
             in the opinion filed as Exhibit 5.1 
             hereto).