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): February 20, 1998

                                FARM FRESH, INC.
                                ----------------
               (Exact name of registrant as specified in charter)

          Virginia                 33-50458 and 33-75398           54-0973309
          --------                 ---------------------           ----------
       (State or other              (Commission File            (IRS Employer ID
        Jurisdiction of              Numbers)                      Number)
        Incorporation)

             7530 TIDEWATER DRIVE, P.O. BOX 1289, NORFOLK, VIRGINIA
             ------------------------------------------------------
                    (Address of principal executive offices)

                                     23501
                                    --------
                                   (Zip Code)

              Registrant's telephone number, including area code:
              ---------------------------------------------------
                                 (757) 480-6700

         -------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)




Item 3. BANKRUPTCY OR RECEIVERSHIP

        On January 7, 1998, FF Holdings Corporation, a Delaware corporation
("Holdings"), and its wholly-owned subsidiary, Farm Fresh, Inc., a Virginia
Corporation (the "Company"), filed their joint plan of reorganization (the
"Plan") pursuant to Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"). On February 20, 1998, subject to notice to creditors and other
interested parties, the Bankruptcy Court entered an order confirming the Plan,
as amended, a copy of which is attached to this Form 8-K as Exhibit 2.1. On
March 4, 1998, the Effective Date of the Plan, Richfood Holdings, Inc. acquired
substantially all of the operating assets of Farm Fresh, Inc. under the terms of
a previously announced purchase agreement.

        A copy of the press release dated February 23, 1998 relating to the
confirmation of the Plan in the Bankruptcy Court is attached to this current
Report on Form 8-K as Exhibit 99.1; and a copy of the press release dated March
5, 1998 relating to the sale to Richfood holdings, Inc. is attached to this
current Report on Form 8-K as Exhibit 99.2.

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

        (c)   Exhibits


Exhibit Number                                          Description
- --------------                                          -----------
 2.1                                  Joint Plan of Reorganization, as amended.
99.1                                  Press Release dated February 23, 1998.
99.2                                  Press Release dated March 5, 1998.

                                   SIGNATURES

        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 hereunto duly authorized.

                                FARM FRESH, INC.


Date:  March _______,1998               By: /s/ Richard D. Coleman
                                           ------------------------
                                           Richard D. Coleman
                                           Executive Vice President,
                                           Chief Financial Officer