SCHEDULE 14A
                                 (Rule 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                Exchange Act of 1934 (Amendment No.            )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

      [ ]  Preliminary Proxy Statement     
      [ ]  Definitive Proxy Statement      
      [X]  Definitive Additional Materials
      [ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
      [ ]  Confidential, for Use of the Commission only (as permitted by 
           Rule 14a-6(e)(2)    


                               GUEST SUPPLY, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

________________________________________________________________________________
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

     [X]  No fee required.

     [ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 
          0-11.

     (1) Title of each class of securities to which transaction applies:

________________________________________________________________________________
     (2) Aggregate number of securities to which transaction applies:

________________________________________________________________________________
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

________________________________________________________________________________
     (4)  Proposed maximum aggregate value of transaction:

________________________________________________________________________________
     (5)  Total fee paid:


     [ ]  Fee paid previously with preliminary materials:

     [ ]  Check box if any part of the fee is offset as provided by Exchange Act
          Rule 0-11(a)(2) and identify the filing for which the offsetting fee
          was paid previously.  Identify the previous filing by registration
          statement number, or the form or schedule and the date of its filing.

     (1)  Amount previously paid:

________________________________________________________________________________
     (2) Form, Schedule or Registration Statement no.:

________________________________________________________________________________
     (3)  Filing Party:

________________________________________________________________________________
     (4)  Date Filed:

________________________________________________________________________________

 
                               GUEST SUPPLY, INC.
                         SUPPLEMENT TO PROXY STATEMENT

                                 --------------

                         Annual Meeting of Shareholders
                          TO BE HELD JANUARY 21, 1999
                                 --------------

                                                   Monmouth Junction, New Jersey
                                                               December 23, 1998


To the Holders of Common Stock
of GUEST SUPPLY, INC.:

          This Supplement to Proxy Statement is provided in connection with the
solicitation of Proxies on behalf of the Board of Directors of Guest Supply,
Inc. (the "Company") for use at the Annual Meeting of Shareholders (the
"Meeting") to be held on January 21, 1999, and at any adjournment or
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders.  THIS SUPPLEMENT TO PROXY STATEMENT AMENDS AND
SUPPLEMENTS THE COMPANY'S PROXY STATEMENT DATED DECEMBER 14, 1998 (THE "PROXY
STATEMENT") AND SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

          1.  The information contained under the caption "Proposal One - 
Election of Directors - (b) Election of a Class B Director" beginning on page 2
of the Proxy Statement is amended and supplemented with the following:  On
December 22, 1998, the Company dismissed the action in the New York Supreme
Court, New York County against Mr. Igdaloff.  Mr. Igdaloff has agreed to comply
with all of the terms of the Stockholders Agreement.

          2.  The information contained under the caption "Proposal One
Election of Directors  Information Concerning Possible Additional Director
Nominees" on page 14 of the Proxy Statement is deleted with respect to the
possible nomination of Craig M. DeCesare and is amended and supplemented with
the following:  The Company and Craig M. DeCesare have entered into an Agreement
dated as of December 22, 1998, pursuant to which, among other matters, Mr.
DeCesare has agreed not to serve as a director of the Company if nominated at
the Meeting or at the Annual Meeting of Shareholders in 2000. Additionally, Mr.
DeCesare has agreed that until after the Annual Meeting of Shareholders in 2000,
he will not engage in or assist in any solicitation of proxies relating to the
Company not publicly supported by a resolution of a majority of the current
members of the Board of Directors.