UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION 
                          WASHINGTON D.C.  20549

                                 FORM 10-Q

     [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended April 6, 1996

                                   or

     [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from

                       Commission File No.  1-9914


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


                 Delaware                           34-1570363
     (State or other jurisdiction of              (IRS Employer
      incorporation or organization)            Identification No.)


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


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


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

                    YES        X           NO              

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                                   Outstanding at
                                                   April 30, 1996
     Class A Common Stock, $.01 Par Value             8,712,617
     Class B Common Stock, $.01 Par Value               955,613


                    PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements



                    RISER FOODS, INC. AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED BALANCE SHEETS 
                         (In thousands of dollars)



                                            4/6/96       7/1/95
                    ASSETS                ----------   ----------
                                       (unaudited)
CURRENT ASSETS:                                     
  Cash and cash equivalents               $   3,996    $   4,075
  Trade accounts receivable, net             40,026       38,272
  Inventories                                69,800       74,042
  Deferred income taxes                      10,022       10,022
  Prepaid expenses                            5,550        4,895
                                          ----------   ----------
    Total current assets                    129,394      131,306

PROPERTY, EQUIPMENT AND CAPITAL LEASES      197,328      185,826
  Less-Allowances for depreciation, amorti-
  zation and loss on disposal of fixed
  assets                                     72,050       67,729
                                          ----------   ----------
                                            125,278      118,097

OTHER ASSETS:
  Notes receivable                            4,997       10,868
  Deferred income taxes                       6,119        6,119
  Other                                       1,946        2,071
                                          ----------   ----------
    Total other assets                       13,062       19,058
                                          ----------   ----------
TOTAL ASSETS                              $ 267,734    $ 268,461
                                          ==========   ==========













                                            4/6/96       7/1/95
                                          ----------   ----------
                                          (unaudited)

    LIABILITIES AND STOCKHOLDERS' EQUITY 

CURRENT LIABILITIES:                                
  Accounts payable                        $  49,892    $  52,209
  Accrued expenses                           47,509       45,210
  Current portion of long-term
  liabilities                                10,529       10,003
                                          ----------   ----------
    Total current liabilities               107,930      107,422

LONG-TERM LIABILITIES:
  Debt                                       45,426       55,749
  Capital lease obligations                   5,840        6,840
  Self insurance reserves                    12,272       11,845
                                          ----------   ---------- 
   Total long-term liabilities               63,538       74,434

OTHER LIABILITIES                            11,144       12,231

STOCKHOLDERS' EQUITY:
  Class A Common Stock--7,156,887 shares         71           71 
    and 7,125,287 shares outstanding at
    4/6/96 and 7/1/95, respectively
  Class B Common Stock--955,613 shares           10           10
  Paid-in capital                            35,791       35,546
  Retained earnings                          49,250       38,747
                                          ----------   ---------- 
  Total stockholders' equity                 85,122       74,374
                                          ----------   ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                  $ 267,734    $ 268,461
                                          ==========   ==========









     The accompanying Notes to Consolidated Condensed Financial 
      Statements are an integral part of these balance sheets.


                    RISER FOODS, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF INCOME
        (In thousands of dollars, except share and per share data)
                                (unaudited)


                        40 Weeks Ended:        12 Weeks Ended:
                       4/6/96     4/8/95      4/6/96     4/8/95
                     ---------- ----------  ---------- ----------
                                           
NET SALES            $ 984,857  $ 904,224   $ 305,758  $ 275,405

COST OF GOODS SOLD     793,190    726,073     247,673    220,564
                     ---------- ----------  ---------- ----------
  Gross profit         191,667    178,151      58,085     54,841

SELLING, GENERAL &
ADMINISTRATIVE EXPENSE 167,507    160,168      50,036     48,517
                     ---------- ----------  ---------- ----------
  Operating income      24,160     17,983       8,049      6,324

INTEREST EXPENSE        (5,106)    (5,901)     (1,345)    (1,811)
INTEREST INCOME            826        952         142        310 
                     ---------- ----------  ---------- ----------
INCOME BEFORE INCOME    19,880     13,034       6,846      4,823 
  TAXES
PROVISION FOR                                                   
  INCOME TAXES           8,151      5,160       2,791      1,920
                     ---------- ----------  ---------- ----------
NET INCOME              11,729      7,874       4,055      2,903

LESS PREFERRED STOCK
  DIVIDENDS                 11        108         -           36
                     ---------- ----------  ---------- ----------
NET INCOME FOR COMMON
  STOCKHOLDERS       $  11,718  $   7,766   $   4,055  $   2,867 
                     ========== ==========  ========== ==========

NET INCOME PER
  COMMON SHARE       $    1.45  $     .96   $     .50  $     .35 
                     ========== ==========  ========== ==========

DIVIDEND PER
  COMMON SHARE       $     .15  $     -     $     .05  $     -
                     ========== ==========  ========== ==========
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING   8,088,996  8,080,900   8,101,560  8,080,900
                     ========== ==========  ========== ==========


     The accompanying Notes to Consolidated Condensed Financial
        Statements are an integral part of these statements.

                    RISER FOODS, INC. AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                           (In thousands of dollars)
                                (unaudited)


                           40 Weeks Ended:      12 Weeks Ended:
                          4/6/96     4/8/95    4/6/96     4/8/95
                         --------   --------  --------   --------

CASH FLOWS FROM
OPERATING ACTIVITIES:                           
  Net income             $11,729    $ 7,874   $ 4,055    $ 2,903
  Adjustments to
  reconcile net income
  to net cash provided
  by operating
  activities:
   Depreciation & amort.  13,348     13,489     4,150      4,445
   Changes in assets
     and liabilities       7,725     12,231    (8,379)    (1,088)
                         --------   --------  --------   -------- 
 Net cash provided by
   operating activities   32,802     33,594      (174)     6,260
                         --------   --------  --------   --------
CASH FLOWS FROM
INVESTING ACTIVITIES:
  Purchases of fixed
    assets               (21,162)   (22,487)   (4,433)    (6,538)
  Proceeds from sales
    of fixed assets          204      2,110       102      1,947
                         --------   --------  --------   -------- 
Net cash used for 
  investing activities   (20,958)   (20,377)   (4,331)    (4,591)
                         --------   --------  --------   --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
  Borrowings under
    revolving lines
    of credit            614,085    501,017   188,219    152,800 
  Repayments of
    revolving lines
    of credit           (624,474)  (509,405) (182,379)  (151,756)

  Additional borrowings    5,093      1,425         -          -
    Debt repayments       (4,572)    (5,920)     (424)    (2,393)





                           40 Weeks Ended:      12 Weeks Ended:
                          4/6/96     4/8/95    4/6/96     4/8/95
                         --------   --------  --------   --------


  
  Repayments of capital                            
    lease obligations     (1,074)    (1,067)     (331)      (316)
  Exercise of stock
    options                  245          -       134          -
  Common stock
    dividends             (1,215)         -      (406)         -  
  Preferred stock
    dividends                (11)      (108)        -        (36)
                         --------   --------  --------   -------- 
Net cash used for
  financing activities   (11,923)   (14,058)    4,813     (1,701)
                         --------   --------  --------   --------



                           40 Weeks Ended:       12 Weeks Ended:
                         4/6/96      4/8/95    4/6/96      4/8/95
                        --------    --------  --------    --------


                                                                  
                
NET INCREASE (DECREASE)    
IN CASH AND CASH                                 
EQUIVALENTS                 (79)      (841)       308         (32)

CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD    4,075      4,376      3,688       3,567
                        --------   --------   --------    --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD        $ 3,996    $ 3,535    $ 3,996     $ 3,535
                        ========   ========   ========    ========
SUPPLEMENTAL DATA:
  Interest Paid         $ 4,882    $ 5,785     $   982     $ 1,570
                        ========   ========    ========    ========
  Income Taxes Paid     $10,306    $ 4,595     $ 4,588     $ 2,113
                        ========   ========    ========    ========







     The accompanying Notes to Consolidated Condensed Financial
        Statements are an integral part of these statements.

                    RISER FOODS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             APRIL 6, 1996

(1)  Basis of Presentation:

     The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with the instructions
to Form 10-Q and therefore do not include all information and
footnotes necessary for a fair presentation of financial position,
results of operations and cash flows in conformity with generally
accepted accounting principles.  The results of operations for the 
twelve and forty weeks ended April 6, 1996 are not necessarily 
indicative of the results to be expected for the entire fiscal year
ending June 29, 1996.  In the opinion of management, the
accompanying unaudited consolidated condensed financial statements
contain all adjustments necessary for a fair presentation of the
financial position at the dates indicated and of the results of
operations for the interim periods presented.

(2)  Debt:

     The Company's bank credit facilities (the Facilities), provide
for revolving lines of credit and letters of credit up to an
aggregate of $67 million and a term loan which currently has $7.1
million outstanding.  Effective March 1, 1996, the Company
negotiated new interest rates for borrowings under the Facilities. 
Interest accrues at either the Bank's Prime Lending Rate or LIBOR
plus 1.25% at the Company's option with fees and interest paid
monthly.  The Facilities are secured by substantially all of the
Company's assets.  Available unused borrowing capacity under the
Facilities at April 6, 1996 was approximately $42.9 million.

(3)  Changes in Equity:

     The Company's Board of Directors unanimously approved the
redemption of the Company's Series A Preferred Stock on June 9,
1995.  The outstanding shares of preferred stock were redeemed 
on July 28, 1995 at a redemption price of $105 per share plus
accumulated dividends.  The Company redeemed 18,044 shares at a
total redemption price of $1,894,620 plus accumulated dividends of
$11,007.

     On September 8, 1995, December 8, 1995, and March 15, 1996,
the Board of Directors declared regular quarterly dividends of $.05
per share on each outstanding share of its Class A and Class B
Common Stock.  The declaration and payment of dividends is subject
to the discretion of the Company's Board of Directors and there are
no assurances that dividends will be paid in the future.  The
Company paid dividends on both classes of its Common Stock on
October 10, 1995, January 9, 1996, and April 9, 1996 which totaled
$1,448,049 of which $232,985 was paid to a wholly owned subsidiary
of the Company.


     The Company has a Stock Incentive Plan which provides for both
qualified and non-qualified stock options, as well as stock
appreciation rights and restricted stock grants for employees,
officers and directors of Riser.  Stock options must be issued at
not less than the fair value of the Class A Common Stock at the
date of grant and are exercisable for up to ten years from the date
of grant.  The outstanding options are exercisable at option prices
ranging from $7.25 to $10.31 per share.  Options for 31,600 shares
of Class A Common Stock were exercised at prices ranging from $7.31
to $10.31 per share during the first forty weeks of fiscal 1996. 


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations


Results of Operations

     The following table sets forth items from the Company's
Consolidated Statements of Income as a percentage of net sales:


                           40 Weeks Ended:       12 Weeks Ended:
                          4/6/96      4/8/95    4/6/96     4/8/95
                         --------    --------  --------   --------
                                              
Net sales                 100.00      100.00    100.00     100.00
Cost of goods sold         80.54       80.30     81.00      80.09
                         ---------   --------  --------   --------
Gross profit                19.46      19.70     19.00      19.91
Selling, general &
  administrative expense    17.01      17.71     16.36      17.62
                         ---------   --------  --------   --------
Operating income             2.45       1.99      2.64       2.29
Interest expense             (.52)      (.65)     (.44)      (.65)
Interest income               .09        .10       .04        .11
                         ---------   --------  --------   --------
Income before income taxes   2.02       1.44      2.24       1.75
Income taxes                  .83        .57       .91        .70
                         ---------   --------  --------   --------
Net income                   1.19        .87      1.33       1.05
                         =========   ========  ========   ========

      The Company's results of operations for the twelve and forty
weeks ended April 6, 1996 continue to reflect successful
implementation of strategic initiatives designed to improve
operating performance and counter competitive and economic
pressures.  In general, the food distribution industry has
encountered little or no top line price inflation between years
while operating costs, particularly labor and occupancy, have
contractually risen.  Overall industry sales and operating margins
have also been challenged by growing competition from non-

traditional sources, such as convenience stores and national mass
merchandising chains.

Net Sales

     In the third quarter of fiscal 1996, net sales increased
11.02% to $305.8 million from $275.4 million in fiscal 1995. 
Fiscal 1996 year-to-date sales increased 8.9% to $984.9 from $904.2
in fiscal 1995.  This continues a trend of increased sales over the
prior year which began in the second quarter of fiscal 1994.  This
trend is attributed to the favorable impact of strategic
initiatives to remodel and reposition Company-operated retail
stores, aggressive merchandising in Company-operated retail stores
which included the introduction of the Preferred Shoppers Club,
expansion of the Company's wholesale distribution territory, the
continuance of a strong economic climate in the Company's primary
market area and the timing of Easter holiday sales.

     The Company's strategic initiatives to remodel and reposition
Company-operated retail stores have resulted in the consolidation
of certain Company-operated retail stores.  The following table
details the number, format and square footage of Company-operated
retail stores between years:


                                      1996            1995
                                    ---------       --------- 
                                              
     No. of Company-operated
      retail stores:
       Beginning of year               38              42
         Opened                        --              --
         Closed                        --              (3)
                                    ---------       ---------
       End of third quarter            38              39
                                    =========       =========
     Store Formats:
       Rini-Rego Stop-N-Shop           33              34
       Rini-Rego Marketplace            5               5

     Square footage:
       Total - end of quarter       1,841,600       1,852,300
       Average store size
          (38 stores)                  48,463          47,816

     Sales in Company-operated retail stores increased over the
prior year 4.81% during the third quarter and 6.65% year-to-date. 
Same store sales increases in the Company's 38 Rini-Rego stores of
5.79% in the third quarter and 8.85% year-to-date, more than offset
sales losses attributed to closed or about to be closed stores. 
This continues a trend of same store sales increases which began in
the fourth quarter of fiscal 1994.  This increase in same store
sales is the result of the Company's retail remodeling and

repositioning programs, aggressive merchandising which included the
introduction of its Preferred Shoppers Club and a favorable
economic climate.  Additionally, the third quarter was favorably
impacted by the fact that Easter holiday sales fell in the last
week of this year's third quarter.  Last year; Easter holiday sales
fell in the first week of the fourth quarter.  The timing of Easter
holiday sales accounted for approximately $2.1 million of increased
retail sales in the third quarter of fiscal 1996.

     Company programs to remodel and reposition its core stores
have proven successful.  The closing of certain non-core stores and
expansion and/or consolidation of certain other core stores have
yielded positive sales growth and improved operating leverage.  The
Company completed one significant store remodeling project during
the third quarter of fiscal 1996.  The Company also completed one
significant store remodeling project during the third quarter of
fiscal 1995.  The Company completed four major remodeling projects
during fiscal 1995 which added approximately 27,500 square feet and
closed four stores representing approximately 116,100 square feet. 
The Company anticipates completing a total of four significant
remodeling projects during fiscal 1996 which will add approximately
24,600 square feet to its core stores and has temporarily closed
one store during construction subsequent to the end of the third
quarter.

     One of the important factors in the Company's program to
reposition its core stores was the development of the Marketplace
store format.  The Marketplace stores are larger (approximately
65,000 square feet) and meet the consumer's basic grocery needs
while offering expanded product lines featuring high quality
perishable departments and a variety of full-service, consumer-
oriented departments.  The Company currently has five Marketplace
stores, all of which have been open for one year or more.  Due to
favorable consumer response and the continued strong operating
results of this format, the Company is currently constructing two
new Marketplace stores which will open in early fiscal 1997 and
replace existing stores.  Additionally, the Company plans to
convert two other Rini-Rego stores to this format later in fiscal
1997.

     The Company continued to enhance its market position by
aggressive merchandising campaigns promoted primarily through its
Preferred Shoppers Club.  During the first quarter of fiscal 1995,
the Association of Stop-N-Shop Supermarkets, a northeast Ohio
advertising cooperative which includes all the Company-operated
retail stores, introduced a new target marketing campaign, the
Preferred Shoppers Club.  This program, the first of its kind in
northeast Ohio, allows the Company to offer its customers greater
value and will enhance the Company's ability to track customer
purchasing habits and preferences.  Participating shoppers receive
a card which entitles them to extra markdowns below weekly sales



prices.  The success of this program has continued to increase
sales in Company-operated retail stores and proven to be a valuable
tool to counter competitive pressures.

     The Company expects its trend of same store sales increases to
continue albeit at a lower rate.  The Company anticipates same
store sales increases lower than those previously realized during
the last half of fiscal 1995 and the first forty weeks of fiscal
1996 due to the cycling of remodels from the prior year, a full
year of the Preferred Shoppers Club, competitive responses to the
Company's promotional campaigns and the timing of store remodeling
projects.  The Company will continue its plans to remodel core
stores focusing on its Marketplace and traditional neighborhood
store formats, with area demographics dictating store format.  The
Company will continue to aggressively merchandise through its
Preferred Shoppers Club to augment existing store sales.

     Net sales to independently-operated retail stores through the
Company's distribution facilities increased 17.8% during both the
third quarter of fiscal 1996 and 11.4% year to date.  Sales to
independently-operated retail stores have benefited from strategic
initiatives targeting the expansion of the Company's primary
wholesale distribution territory and expansion of the Company's
product lines.   During the last twelve months, the Company began
distributing grocery and perishable products to independently-
operated stores in southeast Michigan (December 1994), increased
the number of Hills Department stores it serviced by approximately
10% and began servicing 102 Phar-Mor stores (May 1995).

     As a percentage of net sales, gross profit declined from
19.91% in fiscal 1995 to 19.00% during the third quarter of fiscal
1996.  Year-to-date, the gross profit percentage was 19.46% in
fiscal 1996 compared to 19.70% in fiscal 1995.  The decrease during
the third quarter and year-to-date reflect a shift in the Company's
mix of sales from sales in Company-operated retail stores to sales
to independently-operated retail stores, which traditionally carry
a lower gross profit percentage.  Sales in Company-operated retail
stores accounted for 48.98% of total Company sales during the third
quarter of fiscal 1996 compared to 51.90% in the third quarter of
fiscal 1995.  Year-to-date sales in Company-operated retail stores
were 50.67% in fiscal 1996 and 51.75% in fiscal 1995.  The
Company's provision for LIFO inventories was the same between
years.

     Selling, general and administrative (SG&A) expense decreased
between years during both the third quarter, from 17.62% to 16.36%,
and year-to-date, from 17.71% to 17.01%.   This decline reflects
the shift in sales mix to more sales to independently-operated
retail stores, which demand less associated SG&A expense.  Company
programs to remodel and reposition Company-operated retail stores,
while yielding increased sales and gross profit opportunities, also
require increased SG&A expense, principally occupancy and
depreciation.  During the third quarter and through the first forty

weeks of fiscal 1996, the Company was able to better leverage this
increased SG&A expense against larger sales volumes.  Additionally,
the Company continued to achieve productivity gains as a result of
its Total Quality Management initiatives and will continue to use
these as tools to maintain its SG&A costs as a percentage of net
sales.

     Interest expense declined $466,000 during the third quarter of
fiscal 1996 and $795,000 year-to-date.  Average debt levels,
including capitalized leases, decreased 15.2% year-to-date. This
reduction in average debt levels is primarily the result of
increased net income, lower FIFO inventory levels and the repayment
of approximately $9 million of notes receivable from
independently-operated retail stores during the second quarter of
fiscal 1996. The Company's average interest rate under its bank
credit facilities decreased from approximately 8.45% last year to
approximately 8.28% this year, principally because of decreases in
the Bank's Prime Lending Rate and the Company's utilization of
LIBOR pricing.

     The Company provided for income taxes at an effective tax rate
of 41.0% in fiscal 1996 compared to 39.6% in fiscal 1995.  Taxes
were provided at the various statutory rates to which the Company
is subject.  There were no significant differences between
financial reporting and taxable income.  The increase in the
Company's effective tax rate reflects a higher effective federal
tax rate (35% in fiscal 1996 compared to 34% in fiscal 1995) and a
higher state income tax provision due to higher book income.  The
Company provides for the franchise tax portion of its state income
tax provision as an operating expense.

CAPITAL RESOURCES AND LIQUIDITY

     The Company's primary source of capital historically comes
from internally generated funds.  During the first forty weeks of
fiscal 1996, debt levels decreased due to the increase in cash
generated by operations, cash received from the repayment of notes
by independently-operated retail stores and continued benefits from
programs initiated during fiscal 1995 to reduce the Company's
investment in distribution inventories and increase inventory
turns.  Debt levels increased during the third quarter as a result
of increased accounts and notes receivable to support new business
and lower trade accounts payable due to the timing of payments.

     Operating activities generated $32.8 million of cash in the
first forty weeks of fiscal 1996 compared to $33.6 million in
fiscal 1995. In adjusting net income to net cash provided by
operating activities for fiscal 1996, the major changes in assets
and liabilities include decreases of accounts and notes receivable
of $4.1 million (increase of $ .9 million in fiscal 1995), FIFO
inventories of $2.7 million (decrease of $ .1 million in fiscal
1995) and accounts payable of $2.3 million (increase of $4.2
million in fiscal 1995) and increases in accrued expenses and other

liabilities of $1.6 million (increase of $8.2 million in fiscal
1995).

    The decrease in trade accounts and notes receivable during
fiscal 1996 is due to the repayment of notes by two independent
retailers late in the second quarter of fiscal 1996.  These notes,
which totaled approximately $9 million dollars, were partially
offset by increased accounts and notes receivable to support new
business.  The decreases in FIFO inventories in both years reflect
seasonal declines and the continuation of Company programs to lower
distribution inventory levels.  These programs, which have been
successful at increasing inventory turns, have also resulted in a
larger percentage of FIFO inventories being financed through trade
accounts payable.  Trade accounts payable, as a percentage of FIFO
inventories, increased from 48.5% at the end of fiscal 1995 to
54.4% at the end of the third quarter of fiscal 1996. The $8.2
million increase in accrued expenses and other liabilities in
fiscal 1995 was a function of increased accruals under the
Company's incentive bonus program due to improved operating results
and the timing of certain tax payments.

     Since cash provided by operating activities was utilized to
reduce borrowings under the Company's revolving lines of credit and
increased inventory turns resulted in a higher trade accounts
payable to FIFO inventory ratio, working capital decreased to $21.5
million from $23.9 million at the end of fiscal 1995.  At the same
time, the Company's current ratio decreased from 1.22:1 at the end
of fiscal 1995 to 1.20:1 at the end of the third quarter of fiscal
1996.  Lower borrowing levels under the Company's bank credit
facilities reduced the Company's long-term liabilities to equity
ratio from 1.00:1 at the end of fiscal 1995 to .75:1 at the end of
the third quarter of fiscal 1996.  The Company has continued to
improve its ratio of liabilities to equity lowering it to 2.15:1 at
the end of the third quarter of fiscal 1996 from 2.61:1 at the end
of fiscal 1995.

     Through the third quarter of fiscal 1996, the Company utilized
$21.2 million of cash flow for capital expenditures.  This amount
is slightly lower than prior year levels and reflects the Company's
acquisition of its Aurora Road and Cash-N-Carry distribution
facilities, which had previously been leased, and lower retail
capital expenditure levels.  The Company used $12.2 million of its
capital expenditures on retail remodeling projects ($18.5 million
last year), $7.8 million for distribution facilities and equipment
($2.1 million last year) and $1.2 million on data processing
systems upgrades ($1.9 million last year).

     The Company anticipates that the level of capital expenditures
for fiscal 1996 will be slightly higher than the previous three
fiscal years principally because of the acquisition of previously
leased distribution facilities.  Capital expenditure levels will be
maintained in the $30-35 million range over the next four fiscal
years until the Company has completed the remodeling or expansion

of its core stores.  The Company believes that cash flow from
operations and the unused portion of its bank credit facilities
($42.9 million at the end of the third quarter of fiscal 1996) will
adequately fund planned capital expenditures, normal ongoing
business activities and scheduled debt principal repayments.

IMPACT OF INFLATION

     Inflation increases the Company's major costs: inventory and
labor.  Because of the high velocity of inventory turnover in the
food distribution industry and the Company's use of the LIFO
valuation method for a majority of its inventory, the impact of
inflation is normally reflected very quickly in the results of
operations.  The food distribution industry has experienced little
or no food inflation over the last three years.  Experience
indicates that highly competitive market condition may prevent the
Company from fully recovering inflation-driven costs through retail
pricing alone.





                        PART II.  OTHER INFORMATION 


Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

          Exhibit 10.20  Supplemental Retirement Plan (SERP)
                         for Riser Foods, Inc.

     (b)  Reports on Form 8-K

          None



                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.



                                       RISER FOODS, INC.
                                       (Registrant)



                                       
                                       /s/ Anthony C. Rego      
May 18, 1996                           By: Anthony C. Rego
                                           Chairman of the Board
                                           and Chief Executive
                                           Officer






                                       /s/ Ronald W. Ocasek
May 18, 1996                           By: Ronald W. Ocasek
                                           Senior Vice President,
                                           Chief Financial
                                           Officer and Treasurer