SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM 10-Q/A


(Mark One)

 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
                           EXCHANGE ACT OF 1934

For the quarterly period ended     October 1, 1994    

                                    OR

___   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
                           EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________

Commission file number   1-8140  


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

                OKLAHOMA                     48-0222760          
    (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)         Identification No.)

   6301 Waterford Boulevard, Box 26647
         Oklahoma City, Oklahoma                      73126             
(Address of principal executive offices)            (Zip Code)      

                               (405) 840-7200      
           (Registrant's telephone number, including area code)
                                                                      
           (Former name, former address and former fiscal year,
                      if changed since last report.)

   Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes  X  No ___

   
   The number of shares outstanding of each of the issuer's
classes of common stock, as of October 28, 1994 is as follows:

        Class                              Shares Outstanding
     Common stock, $2.50 par value            37,404,000