EXHIBIT 11.1
                            RICHFOOD HOLDINGS, INC.
                  COMPUTATION OF NET EARNINGS PER COMMON SHARE
              (Dollar amounts in thousands, except per share data)


                                                 Third Quarter Ended
                                          --------------------------------
                                           January 4,         January 6,
                                              1997              1996
                                          -------------     --------------

NET EARNINGS:

Net earnings                              $      15,000     $        2,772
                                          =============     ==============


PRIMARY EARNINGS PER COMMON SHARE:

Weighted average number of
     common shares outstanding               47,325,705         46,857,027

Net additional common shares
     issuable upon exercise of dilutive
     options, determined by
     treasury stock method                      554,344            736,722
                                          -------------     --------------

Common shares and equivalents                47,880,049         47,593,749
                                          =============     ==============

Net earnings per common share (a)         $        0.31     $         0.06
                                          =============     ==============


FULLY DILUTED EARNINGS PER COMMON SHARE:

Common shares and equivalents                47,880,049         47,593,749

Net  additional  common  shares
     issuable upon exercise of dilutive
     options, determined by
     treasury stock method
     using quarter-end market price,
     if higher than average price                     -                  -
                                          -------------     --------------

Common shares and equivalents (b)            47,880,049         47,593,749
                                          =============     ==============

Net earnings per common share (a)         $        0.31     $         0.06
                                          =============     ==============


NOTE:  (a)  Dilution is less than 3%.
       (b)  The Company does not have any other potentially dilutive securities.




                                  EXHIBIT 11.1
                            RICHFOOD HOLDINGS, INC.
                  COMPUTATION OF NET EARNINGS PER COMMON SHARE
              (Dollar amounts in thousands, except per share data)


                                                  Year-to-Date
                                         -------------------------------
                                           January 4,       January 6,
                                             1997              1996
                                         -------------     -------------

NET EARNINGS:

Net earnings                             $      40,017     $      22,787
                                         =============     =============


PRIMARY EARNINGS PER COMMON SHARE:

Weighted average number of
     common shares outstanding              47,257,605        46,827,293

Net additional common shares
     issuable upon exercise of dilutive
     options, determined by
     treasury stock method                     523,185           736,722
                                         -------------     -------------

Common shares and equivalents               47,780,790        47,564,015
                                         =============     =============

Net earnings per common share (a)        $        0.84     $        0.48
                                         =============     =============


FULLY DILUTED EARNINGS PER COMMON SHARE:

Common shares and equivalents               47,780,790        47,564,015

Net  additional common shares
     issuable upon exercise of dilutive
     options, determined by
     treasury stock method
     using quarter-end market price,
     if higher than average price               30,823                 -
                                         -------------     -------------

Common shares and equivalents (b)           47,811,613        47,564,015
                                         =============     =============

Net earnings per common share (a)        $        0.84     $        0.48
                                         =============     =============


NOTE:  (a)  Dilution is less than 3%.
       (b)  The Company does not have any other potentially dilutive securities.