SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Performance Food Group Company
(Name of Issuer)
______________________________
Common Stock
(Title of Class of Securities)
______________________________
713755106
(CUSIP Number)
______________________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1 934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on following(s))
Page 1 of 4 Pages
CUSIP No. 713755106 13G/A Page 2 of 4 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Performance Food Group Company Employee Savings and Stock Ownership Plan
and Trust
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) { }
N/A (b) { }
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
__________________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
633,674
__________________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
-0-
__________________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
1,443,662
_______________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,443,662
_______________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
_______________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6%
_______________________________________________________________________________
12 TYPE OF REPORTING PERSON*
EP
_______________________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 4 Pages
SCHEDULE 13G/A
Description
Item 1 (a). Name of Issuer: Performance Food Group Company
Item 1 (b). Address of Issuer's 6800 Paragon Place, Suite 500
Principal Executive Richmond, VA 23230
Offices:
Item 2(a). Name of Person Filing: Performance Food Group Company Employee
Savings and Stock Ownership Plan and
Trust (the "Plan")
Item 2(b). Address of Principal 6800 Paragon Place, Suite 500
Business Office: Richmond, VA 23230
Item 2(c). Citizenship: United States
Item 2(d). Title of Class Common stock ("Common Stock")
of Securities:
Item 2(e). CUSIP Number: 713755106
Item 3. If this statement is filed pursuant to 13d-1 (b), or 13d-2(b), check
whether the person is a f) Employment Benefit Plan, Pension Fund which is
subject to the provision of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Rule 240.13d-1 (b)(ii)(F).
Item 4. Ownership:
As of December 31, 1997, there were 1,443,662 shares of common
stock of the Company (the "Shares") held within the Plan (11.6%
of the total outstanding Shares), of which 809,988 shares have
been allocated to the accounts of participants. Total Shares
over which the Plan has shared voting power is 633,674 (5.1 %
of the total outstanding Shares) and total shares over which
the Plan has shared dispositive power is 1,443,662 (11.6% of
the total outstanding Shares). The Plan has sole voting and
sole disposition power over no Shares.*
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
*The Plan is administered by a committee appointed by the Board of
Directors of the Company, which committee is comprised of, Roger L. Boeve, the
Company's Chief Financial Officer, David W. Sober, the Company's Vice President
for Human Resources and John D. Austin, the Company's Corporate Treasurer. The
committee directs investment decisions (other than permitted participant
directed transactions) and shares voting power with the Plan trustees with
respect to unallocated Shares in the Plan.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transactions having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, I certify that the information set forth in this
statement is true, complete and correct as of this 11th day of February,
1998.
PERFORMANCE FOOD GROUP COMPANY
EMPLOYEE SAVINGS AND STOCK OWNERSHIP
PLAN AND TRUST
By: /s/ Roger L. Boeve
________________________________
Roger L. Boeve, Trustee
By: /s/ David W. Sober
________________________________
David W. Sober, Trustee
By: /s/ John D. Austin
________________________________
John D. Austin, Trustee
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