EXHIBIT 99.1

     Cautionary Statements for Purposes of the Safe Harbor Provisions of the
                    Securities Litigation Reform Act of 1995

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform  Act of  1995  (the  "Act"),  Richfood  Holdings,  Inc.  (the
"Company") is filing cautionary  statements  identifying  important factors that
could  cause the  Company's  actual  results  to differ  materially  from  those
projected in forward  looking  statements made by, or on behalf of, the Company.
When used in this  Annual  Report on Form 10-K for the fiscal  year ended May 3,
1997,  and in future  filings by the Company  with the  Securities  and Exchange
Commission,  in the Company's press releases, other communications,  and in oral
statements made by or with the approval of an authorized  executive officer, the
words or phrases "will likely result", "are expected to ", "will continue",  "is
anticipated",  "estimated",  "project",  "believe",  or similar  expressions are
intended to identify  forward-looking  statements within the meaning of the Act.
The following  cautionary  statements are for use as a readily available written
reference  document in connection with forward looking  statements as defined in
the Act.  These  factors  are in addition  to any other  cautionary  statements,
written or oral,  which may be made or referred to in  connection  with any such
forward looking statement.

Wholesale Business Risks

The  Company's  sales and earnings at wholesale  are  dependent on the Company's
ability to retain  existing  customers  and attract new customers as well as its
ability to control costs.  While the Company believes that its purchasing power,
low cost structure and efficient service levels,  coupled with its commitment to
the  success  of its  retail  customers,  should  enable it to attain its goals,
certain  factors could  adversely  impact the Company's  results,  including:  a
decline of its independent  retailer  customer base due to competition and other
factors; a loss of corporate retail sales due to increased competition and other
risks detailed more fully below; consolidations of retailers or competitors; any
increased self-  distribution by chain retailers;  increases in operating costs;
the possibility that the Company will incur additional costs and expenses due to
integration  and  rationalization  of acquired  businesses;  and entry of new or
non-traditional distribution systems into the industry.

Risks of Strategic Acquisitions and Expansions

The  Company  intends to  continue  to grow its  wholesale  and retail  segments
through strategic acquisitions and expansions.  Strategic acquisitions involve a
number of special risks,  including:  making acquisitions at acceptable rates of
return;  the  diversion  of  management's   attention  to  assimilation  of  the
operations and personnel of the acquired business;  potential adverse short-term
effects  on the  Company's  operating  results;  and  amortization  of  acquired
intangible  assets.  In addition,  while the Company  believes  that  additional
acquisition  opportunities consistent with its strategic criteria may arise from
time to time,  no  assurance  can be  given  that the  Company  will  consummate
additional  strategic  acquisitions.  Expansion  is also  subject to a number of
risks,  including the adequacy of the Company's capital resources;  the location
of suitable store or distribution center sites and the negotiation of acceptable
lease terms;  the ability to hire, train and integrate  employees;  and possible
costs and other risks of integrating or adapting operational systems.

Retail Business Risks

The  Company's  retail  segment  faces risks which may prevent the Company  from
maintaining or increasing retail sales and earnings,  including competition from
other retail chains,  supercenters,  non-traditional  competitors,  and emerging
alternative formats in markets where the Company has a retail concentration.





Liquidity

Management  expects that the Company will  continue to generate  adequate  funds
from its  operations and through  borrowings  under  existing  long-term  credit
facilities  to maintain its  competitive  position  and to expand its  business.
However,  if  significant  additional  funds are  necessary in  connection  with
acquisitions,  or if capital spending  significantly exceeds anticipated capital
needs,  additional  funding  could be required from other  sources,  which could
adversely impact the Company's borrowing costs and future financial flexibility.

Litigation

While the Company  believes that it is currently  not subject to any  litigation
that will have a material adverse effect on its financial position or results of
operations,  the costs and other effects of legal and  administrative  cases and
proceedings  and  settlements  are  impossible  to predict with  certainty.  The
current  environment for litigation  involving food wholesalers may increase the
risk of litigation being commenced against the Company.  The Company would incur
the costs of defending any such litigation whether or not any claim had merit.

The foregoing  should not be construed as exhaustive  and the Company  disclaims
any obligation subsequently to revise any forward-looking  statements to reflect
events or  circumstances  after the date of such  statements  or to reflect  the
occurrence of anticipated or unanticipated events.