FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT is made as of this 31st 
day of July, 1998 by and between PERFORMANCE FOOD GROUP COMPANY 
(the "Borrower"), a Tennessee corporation whose mailing address is 6800 
Paragon Place, Suite 500, Richmond, Virginia 23230, and FIRST UNION 
NATIONAL BANK ("First Union"), formerly First Union National Bank of
Virginia, a national 
banking association, as Administrative Agent and as the Lender.  The 
Borrower and First Union are parties to a Revolving Credit Agreement dated as 
of July 8, 1996, as amended by an Amendment No. I to Revolving Credit 
Agreement dated as of August 28, 1997, as amended by a Second Amendment 
to Revolving Credit Agreement dated as of December 15, 1997, as amended by 
a Third Amendment to Revolving Credit Agreement dated as of February 28, 
1998 and as amended by a Fourth Amendment to Revolving Credit Agreement 
dated as of May 7, 1998 (the Revolving Credit Agreement as so amended, the 
"Agreement").  The Borrower has requested that First Union amend the 
Agreement further as herein provided, and First Union is willing to do so upon 
the terms and conditions set forth herein.
ACCORDINGLY, the Borrower and First Union covenant and agree 
as follows:
1.	Defined Terms.  Capitalized terms used herein and not 
otherwise defined herein shall have the meanings ascribed to such terms in the 
Agreement.
2.	Representations and Warranties. Section 3.17 of the 
Agreement is deleted in its entirety.

3.     Negative Covenants. Section 5.1 of the Agreement is amended by 
the addition of a new subparagraph (g) to read as follows:
        (g)     any Lien on or any sale or other disposition of any 
"margin stock" as such term is defined in Regulation U of 
the Board of Governors of the Federal Reserve System, 12 
C.F.R. code sec.221.

4.  Events of Default, Remedies and Waiver of Notice. 	
    Paragraph (j) of Section

8.1	of the Agreement is amended to read as follows:

        (j)     The acquisition or purchase by it for investment 
purposes of any equity or interest in any other Person, 
including shares of stock or indebtedness of corporations, 
except (i) investments in direct obligations of the United 
States Government and certificates of deposit of United 
States commercial banks having a tier I capital ratio of not 
less than 6%, and then only in an amount not exceeding 
10% of the issuing bank's unimpaired capital and surplus; 
(ii) corporate repurchase agreements with respect to which 
the obligors are (Y) United States commercial banks each 
having combined capital, surplus and undivided profits of 
not less than $500,000,000.00 or (Z) broker-dealers 
having a rating of "A" or better by a nationally-recognized 
rating agency; provided, that at any date the aggregate 
amount invested by the Borrower in such repurchase 
agreements shall not exceed $10,000,000.00 for any one 
such agreement or $2,000,000.00 for any one such bank 
or broker-dealer; and (iii) other investments in equity or 
other securities, provided, the aggregate amount of such 
investments does not exceed $5,000,000.00 at any time 
outstanding.

5.	Representations and Warranties. To induce First Union 
to enter into this Agreement, the Borrower represents and warrants to 
First Union as follows:
        (a)     The Borrower is a corporation duly organized, validly 
existing and in good standing under the laws of the State of Tennessee 
and has the corporate power and authority to conduct its business as now 
conducted and as proposed to be conducted.
        (b)     The Borrower has full corporate power and authority to 
enter into this Amendment and to incur the obligations provided for 
herein, all of which have been duly authorized by all proper and 
necessary corporate action.
        (c)     This Amendment, the Agreement as amended hereby, and 
the Revolving Line of Credit Note constitute the valid and binding 
obligations of the Borrower enforceable in accordance with their terms.
        (d)     There is no charter, bylaw or preference stock provision 
of the Borrower and no provision of any existing mortgage, indenture, 
contract or agreement binding on the Borrower or affecting its property 
that would conflict with or in any way prevent the execution-, delivery 
or carrying out of the terms of this Amendment, the Agreement as 
amended hereby or the Revolving Line of Credit Note.
        (e)     The consolidated balance sheet of the Borrower as of 
December 31, 1997 and the related consolidated statements of earnings, 
shareholders' equity and cashflows for the period then ended certified 
by KPMG Peat Marwick, LLP, heretofore delivered to First Union, are 
complete and correct and fairly present the financial condition of the 
Borrower and its Subsidiaries and the results of their operations and 
cashflows as of the date and for the period referred to therein and have 
been prepared in accordance with GAAP.  There has been no material 
adverse change in the financial condition or operations of the Borrower 
and its Subsidiaries since the date of said balance sheet and there has 
been no other material adverse change in the Borrower and its 
Subsidiaries.
        (f)     No Event of Default has occurred and no event has 
occurred and no condition exists which with the giving of notice or the 
lapse of time or both would constitute such an Event of Default.  No 
consent of any other person not previously received and no consent or 
authorization of, filing with or other act by or with respect to any 
governmental authority is required in connection with the execution, 
delivery or performance by the Borrower of, or the validity or 
enforceability of this Fifth Amendment, the validity or enforceability of 
the Agreement as amended hereby or the validity or enforceability of the 
Revolving Line of Credit Note.
        (g)     Each of the representations and warranties contained in 
Sections 3.7 through 3.21 of the Agreement is true and correct with the 
same effect as though such representation was made as 'of the date of this 
Amendment.

6.       Prior Agreement. Except as otherwise expressly 
amended by this Amendment,  the Agreement is and 
shall continue to be in full force and effect in 
accordance with its terms. The Borrower and First 
Union further covenant and agree that each reference 
in any note, agreement or	
other document to the Agreement shall be deemed to refer 
to the Agreement as
amended by this Fifth Amendment and as it may be amended from time 
to time hereafter.

7.	Governing Law. This Amendment shall be governed by, 
and construed and interpreted in accordance with, the laws of the 
Commonwealth of Virginia.

IN WITNESS WHEREOF, Performance Food Group Company and
First Union National Bank have caused this Amendment to be executed 
by their duly authorized officers, all as of the date first above written.

PERFORMANCE FOOD GROUP COMPANY


By /s/ Roger L. Boeve
Its Executive Vice President


FIRST UNION NATIONAL BANK


By /s/ Joyce Barry
Its Senior Vice President