8-K

               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

                         April 25, 2000
        Date of Report (Date of earliest event reported)


                     FLEMING COMPANIES, INC.
     (Exact name of registrant as specified in its charter)

    Oklahoma                  1-8140             48-0222760
(State or other          (Commission File      (I.R.S. Employer
jurisdiction of               Number)       Identification Number)
incorporation or
organization)


               6301 Waterford Boulevard, Box 26647
                  Oklahoma City, Oklahoma 73126
            (Address of Principal Executive Offices)

                         (405) 840-7200
      (Registrant's telephone number, including area code)

Item 5.        Other Events

The press release of Fleming Companies, Inc. dated April 25,
2000, filed herewith as Exhibit 99.1, announcing that the company
is exploring strategic alternatives concerning its five
conventional supermarket chains, including the potential sale of
these operations, is incorporated herein by reference.

Item 7.        Financial Statements and Exhibits

     (c)  Exhibits

          99.1 Press Release dated April 25, 2000 announcing that the
               company is exploring strategic alternatives concerning its five
               conventional supermarket chains, including the potential sale of
               these operations.


                           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.

                                FLEMING COMPANIES, INC.


                                By:    ALAN MCINTYRE
                                       Alan McIntyre
                                   Vice President, Treasurer

Date:  April 25, 2000

                          EXHIBIT INDEX
Exhibit
No.        Description                      Method of Filing
- -------    -----------                      ----------------

99.1  Press Released dated April 25, 2000   Filed herewith electronically

EX-99

                                                          Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACTS:
(Media) Kris Sundberg 405.841.4225
(Media) Shane Boyd 405.858.5956
(Investors) Alan McIntyre 405.841.8178


            Fleming Intensifies Focus On Growth Areas;
Company Explores Alternatives For Its Conventional Supermarket Chains

Oklahoma City, April 25, 2000 - Fleming (NYSE: FLM) today announced the
company has engaged Morgan Stanley Dean Witter to assist in exploring
strategic alternatives for Fleming's  conventional supermarket chains,
including the potential sale of these operations. The company intends to
focus greater management and financial resources on Fleming's growth areas,
including value retailing.

"The conventional supermarket segment offers local-market growth potential
for independents and national growth potential for consolidators, and these
are all strong operations," said Fleming CEO and Chairman Mark Hansen. "But
the middle ground potential does not meet our aggressive targets for share-
holder value, and the company-owned conventional supermarket format does not
fit our growth strategy."

"We are focusing our financial and management resources on Fleming's very
best growth prospects and continued improvement of our cost structure. This
allows Fleming to strengthen its value proposition and service to the
independent retailers, chain retailers, e-tailers and other customers of
our distribution segment. It also enhances our opportunities to accelerate
our growth commitment to value retailing, including our Food4Less(registered
mark) warehouse concept," said Hansen.

"The value retail format is distinct and consumers have demonstrated a
demand for a deep price impact operation. We believe Fleming's distribution
system is well suited to serve this format. Fleming can become a major
player in a very short time, providing our shareholders with superior
returns and growing our company to exciting levels in this retail area,"
said Hansen.

The 161 conventional supermarkets under evaluation include:

* Rainbow Foods(trademark), with 42 supermarkets, is a market share leader
  in the Minneapolis/St. Paul area.

* Baker's Supermarkets(trademark), with 16 stores, is the market share
  leader in the Omaha, Nebraska area.

* Sentry Foods(registerd mark), with 34 supermarkets, two drug stores and
  one liquor store, is second in market share in its area. (Note: 40
  additional Sentry stores in Wisconsin are owned by independent operators
  and should not be confused with the Fleming-owned Sentry stores).

* ABCO Desert Market(registered mark), with 56 stores, has a solid presence
  in the Phoenix/Tucson areas.

* Thompson's Food Basket(registered mark), with 13 stores, has a significant
  presence in the Peoria, Illinois market and surrounding areas.

All other Fleming-owned stores operating a conventional supermarket format
have already been divested or are in the process of divestiture.

"These high-volume retail operations have common characteristics of great
operating histories, talented associates, strong market positions and high
quality assets," said Hansen. "This group of stores offers excellent
opportunities for continued success, investment and growth, which is
great news for the chain's associates and shoppers. With the notable
improvements our associates have made in these stores, this is the best
time to review strategic options for these well-positioned conventional
retail stores."

Earlier this year, the company announced it expects to achieve
growth in adjusted earnings per share of at least 30% in 2000, or $1.46,
compared to 1999 results. This announcement, including the potential sale
of the conventional retail operations, does not change this expectation.

If Fleming elects to sell the company-owned conventional supermarket
operations, proceeds from the sale could be used to:

* Accelerate growth in value retail store concepts, including the
  Food4Less warehouse concept.

* Grow distribution to food and non-food retailers through the company's
  increasingly efficient operations.

* Further develop Fleming's business-to-business e-commerce opportunities.

* Reduce bank debt, prepay public debt, or repurchase a portion of the
  company's common stock.

"We are emphasizing Fleming's seven core competencies to drive growth in
three critically important emerging markets: distribution to traditional
and new retailers, value retailing, and e-commerce, and we have established
a position in all three," said Hansen.

Fleming's seven core competencies, which are being leveraged for growth,
include:

* Case-pick distribution;

* Piece-pick distribution;

* Flow-through distribution;

* Procurement buying leverage;

* Retail services which offer our customers similar advantages that chain
  stores enjoy;

* Value-retail expertise which has significant growth potential in the retail
  food market; and

* Business-to-business e-commerce.

Fleming is an industry leader in distribution and has a growing presence
in value retailing and business-to-business e-commerce. Fleming's primary
business is buying and selling merchandise. Fleming serves some 3,000
supermarkets, supercenters, discount, convenience, limited assortment,
drug, specialty and other businesses across the country.

This release includes statements that (a) predict or forecast future events
or results, (b) depend on future events for their accuracy, or (c) embody
projections and assumptions which may prove to have been inaccurate,
including expectations for years 2000 and beyond. These projections,
forward-looking statements and the company's business and prospects are
subject to a number of factors which could cause actual results to differ
materially, including: adverse effects of the changing industry environment
and increased competition, sales declines and loss of customers,
exposure to litigation and other contingent losses, failure to implement
strategic initiatives according to plan or to achieve the expected results
of such plan, failure of the company to achieve necessary cost savings,
and negative effects of the company's substantial indebtedness and the
limitations imposed by restrictive covenants contained in the company's
debt instruments. These and other factors are described in the company's
periodic reports available from the Securities and Exchange Commission.

                                        ###


Morgan Stanley Dean Witter Contact:
Don Birchenough, 212.761.7257