SECURITIES AND EXCHANGE COMMISSION



                     Washington, D.C. 20549



                                                  



                            FORM 8-K


                         CURRENT REPORT



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


Date of Report (Date of earliest event reported) September 13,
1996 (September 6, 1996)




                    Richfood Holdings, Inc.              
     (Exact name of registrant as specified in its charter)


          Virginia              0-16900         54-1438602       

(State or other jurisdiction  (Commission      (IRS Employer
  of incorporation)           File Number)  Identification No.)



8258 Richfood Road,  Mechanicsville, Virginia        23111
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code (804) 746-6000

               



Item 4.   Changes in Registrant's Certifying Accountant.

     On September 6, 1996, the Registrant selected Ernst & Young
LLP ("Ernst & Young") to serve as its independent public
accountants for fiscal 1997 and, accordingly, dismissed KPMG
Peat Marwick LLP, its former independent public accountants 
("Peat Marwick").  The decision to engage Ernst & Young and
dismiss Peat Marwick was approved by the Audit Committee of
the Board of Directors of the Registrant on September 6, 1996.

     Peat Marwick's reports on the Registrant's consolidated
financial statements for the two most recent fiscal years did not
contain an adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or 
accounting principles.  During the two most recent fiscal years
and through September 6, 1996, there was no disagreement with
Peat Marwick regarding any matter of accounting principles or 
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the
satisfaction of Peat Marwick, would have caused Peat Marwick to
make reference thereto in its reports.

     The Registrant has requested that Peat Marwick furnish it
with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements. A
copy of such letter, dated September 13, 1996, is filed as
Exhibit 16 to this Current Report on Form 8-K.

Item 7.   Financial Statements, Pro Forma Financial Information
          and Exhibits.

(c)  Exhibits:

16   Letter from KPMG Peat Marwick LLP.



                            SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                              Richfood Holdings, Inc.
                                    (Registrant)


Date:  September 13, 1996     By:  /s/ J. Stuart Newton
                                   J. Stuart Newton
                                   Senior Vice President and 
                                   Chief Financial Officer



                          EXHIBIT INDEX


     16   Letter from KPMG Peat Marwick LLP