8-K

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                       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 1934


Date of Report (Date of earliest event reported): February 8, 1999
                                                  ----------------

                              SFW Holding Corp.
            ----------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)


                                  DELAWARE
                -------------------------------------------- 
               (State or other jurisdiction of incorporation)


             333-32825-01                         52-2014682          
          -------------------           ------------------------------
         (Commission File No.)         (IRS Employer Identification No.)


          3300 75th Avenue, Landover, Maryland        20785 
          ------------------------------------       --------
         (Address of principal executive offices)   (Zip Code)



                                 (301) 226-1200
                                 --------------
              (Registrant's telephone number, including area code)
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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.


On February 8, 1999, SFW Holding Corp. ("SFW Holding"), selected Ernst & Young
LLP ("Ernst & Young") to serve as its independent public accountants for the
fiscal year ended January 30, 1999 and, accordingly, dismissed Arthur Andersen
LLP ("Arthur Andersen"), its former independent public accountants, effective
as of that date.  The decision to engage Ernst & Young and dismiss Arthur
Andersen was approved by unanimous written consent of the Board of Directors of
SFW Holding on February 8, 1999.

SFW Holding's change in certifying accountants is not the result of any
disagreement between the parties.  The change is the result of the acquisition
of Dart Group Corporation, which owns all the outstanding common stock of SFW
Holding, by Richfood Holdings, Inc.  ("Richfood") and Richfood's desire to have
the same certifying accountant for Richfood and SFW Holding.

The reports of Arthur Andersen on the financial statements of SFW Holding for
the two most recent fiscal years did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.  During SFW Holding's two most recent
fiscal years and through the quarterly period ended May 2, 1998, there was no
disagreement with Arthur Andersen regarding any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of Arthur Andersen,
would have caused Arthur Andersen to make reference thereto in its reports.
Arthur Andersen has not reviewed the financial statements of SFW Holding since
May 2, 1998.

SFW Holding has authorized Arthur Andersen to respond fully to the inquiries of
SFW Holding's successor accountants and has requested that Arthur Andersen
provide it with a letter addressed to the SEC, as required by Item 304(a)(3) of
Regulation S-K. A copy of such letter, dated February 8, 1999, is filed as
Exhibit 16.1 to this Current Report on Form 8-K.
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ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


     (c) Exhibits.

     16.1 Letter re: Change in Certifying Accountant
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                                   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.

                                             SFW HOLDING CORP.


Date: February 12, 1999                     By: /s/ JOHN C. BELKNAP        
      --------------------                      ---------------------------
                                                John C. Belknap
                                                Executive Vice President
                                                and Chief Financial Officer

EX-16.1

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                                                                    Exhibit 16.1

                                     Arthur
                                    Andersen



                                                  Arthur Andersen LLP       
                                                  8000 Towers Crescent Drive
                                                  Suite 400                 
                                                  Vienna, VA 22182          


February 8, 1999


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

We have read Item 4 included in the Form 8-K dated February 8, 1999 of SFW
Holding Corp. to be filed with the Securities and Exchange Commission and are
in agreement with the statements contained therein.

Very truly yours,

/S/ ARTHUR ANDERSEN LLP




cc:    Mr. Ronald T. Rice, Vice President and Controller