Exhibit 5.1
                           Law Offices
                          McAfee & Taft
                   A Professional Corporation
                10th Floor, Two Leadership Square
                       211 North Robinson
               Oklahoma City, Oklahoma 73102-7103
                         (405) 235-9621
                       Fax (405) 235-0439
                    http://www.mcafeetaft.com

                          June 30, 2000

Fleming Companies, Inc.
6301 Waterford Boulevard
Post Office Box 26647
Oklahoma City, Oklahoma  73126


Ladies and Gentlemen:

     Reference is made to your Registration Statement on Form S-3
to  be  filed  with the Securities and Exchange Commission  today
with respect to the proposed offering of 200,000 shares of common
stock, $2.50 par value per share, of Fleming Companies, Inc. (the
"Common  Stock") pursuant to the terms of the Fleming  Companies,
Inc. Dividend Reinvestment and Stock Purchase Plan (the "Plan").

     We  have examined your corporate records and made such other
investigations as we deemed appropriate for the purpose  of  this
opinion.

     Based upon the foregoing, we are of the opinion that:

1.   Fleming  Companies,  Inc.  (the  "Company")  has  been  duly
     incorporated and is validly existing as a corporation in good
     standing under the laws of the State of Oklahoma.

2.   The issuance of the Common Stock has been duly authorized by
     appropriate corporate action on behalf of the Company.

3.   When  issued pursuant to the Plan, the Common Stock will  be
     validly issued, and will be fully paid and non-assessable.

     We  hereby  consent to the inclusion of this opinion  as  an
exhibit to the above mentioned Registration Statement.

                              Very truly yours,

                              MCAFEE & TAFT A PROFESSIONAL CORPORATION
                              McAfee & Taft A Professional Corporation