SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                Commission File Number 001-08140


                           NOTIFICATION OF LATE FILING


(Check One):   [_] Form 10-K    [X] Form 11-K    [_] Form 20-F    [_] Form 10-Q
               [_] Form N-SAR

          For Period Ended:  December 24, 2004

     [_]  Transition Report on Form 10-K

     [_]  Transition Report on Form 20-F

     [_]  Transition Report on Form 11-K

     [_]  Transition Report on Form 10-Q

     [_]  Transition Report on Form N-SAR

          For the Transition Period Ended:______________________________________

     Read attached  instruction  sheet before  preparing  form.  Please print or
type.

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates: ________________________


                                     PART I
                             REGISTRANT INFORMATION


Full name of registrant:                       Fleming Companies, Inc.

Former name if applicable:                     Not Applicable

Address of principal executive office
(Street and number):                          5801 N. Broadway, Suite 100

City, state and zip code:                     Oklahoma City, Oklahoma 73118


                                    PART II
                             RULE 12b-25(b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

     |    (a)  The reasons  described in  reasonable  detail in Part III of this
     |         form  could  not be  eliminated  without  unreasonable  effort or
     |         expense;
     |
     |    (b)  The subject annual report,  semi-annual report, transition report
     |         on Form 10-K,  20-F,  11-K or Form N-SAR, or portion thereof will
[X]  |         be filed  on or  before  the  15th  calendar  day  following  the
     |         prescribed  due  date;  or  the  subject   quarterly   report  or
     |         transition  report on Form 10-Q, or portion thereof will be filed
     |         on or before the fifth  calendar day following the prescribed due
     |         date; and
     |
     |    (c)  The  accountant's  statement  or other  exhibit  required by Rule
     |         12b-25(c) has been attached if applicable.



                                    PART III
                                   NARRATIVE

     State below in reasonable  detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the  transition  report  portion  thereof  could  not  be  filed  within  the
prescribed time period. (Attach extra sheets if needed.)

     The Fleming  Companies,  Inc. 401(k) Plan (the "Plan") will file its Annual
Report on Form 11-K for the fiscal year ended  December 24, 2004 (the "2004 Form
11-K") on a delayed basis in order to complete the audit of the Plan.  The audit
has been delayed  because the financial  statements  are not ready due to issues
related to the transfer of Fleming Companies,  Inc.'s (the "Company") accounting
function to the Fleming Companies,  Inc. Post Confirmation  Trust. This transfer
was made in connection with the Bankruptcy Reorganization of the Company.


                                    PART IV
                               OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

           Steve Eaton                               (405)        286-9803
              (Name)                              (Area Code) (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).
                                                                 [_] Yes  [X] No

     All Plan  periodic  reports have been filed during the preceding 12 months.
However,  the Company's  Annual  Reports on Form 10-K for the fiscal years ended
December 28,  2002,  December  31,  2003,  December  31, 2004 and the  Company's
Quarterly  Reports on Form 10-Q for the quarters ended April 19, 2003,  July 12,
2003,  October 4, 2003,  March 31, 2004,  June 30, 2004,  September 30, 2004 and
March 31, 2005 have not been filed.

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?
                                                                 [X] Yes  [_] No

     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

     The Plan was terminated  effective as of January 31, 2004 and subsequent to
its  termination  most  of its  assets  were  distributed  at the  direction  of
participants  or transferred to another  qualified  retirement  plan. The Plan's
financial  statements  reflected assets of $204,756,257 as of December 26, 2003.
It is  estimated  that the Plan will report  assets of less than  $500,000 as of
December 24, 2004.

                            Fleming Companies, Inc.
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date:  June 22, 2005         By   STEVE S. EATON
                                  Steve S. Eaton, Designate of the Fleming
                                  Companies, Inc. Post Confirmation Trust