10-Q/A

                    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          


                                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 thereunto duly authorized.


                              FLEMING COMPANIES, INC.
                                  (Registrant)

Date December 21, 1994        /s/ Donald N. Eyler                 
                              Donald N. Eyler   
                              Senior Vice President-Controller
                              (Chief Accounting Officer)

EX-12

                                                                               
             Computation of Ratio of Earnings to Fixed Charges


                                                               Fiscal Year Ended                       
                          40 Weeks Ended                  The Last Saturday in December              
                       ---------------------  -------------------------------------------------------
                       October 1, October 2,         
                          1994       1993      1989      1990      1991      1992      1993 
                          ----       ----      ----      ----      ----      ----      ---- 
                                         (In thousands of dollars)
                                                                     
Earnings:
  Pretax income          $139,480  $164,501  $104,329  $194,941  $ 72,078  $ 87,066  $146,985
  Fixed charges, net      120,769   117,877   117,865   105,726   102,303    97,111    77,667

 Total earnings          $260,249  $282,378  $222,194  $300,667  $174,381  $184,177  $224,652
                         ========  ========  ========  ========  ========  ========  ========                    

Fixed charges:
  Interest expense       $ 96,425  $ 93,643  $ 93,353  $ 81,102  $ 78,029   $75,692   $59,081
  Portion of rental
     charges deemed to 
     be interest           22,945    22,836    22,907    23,027    22,969    21,169    17,646
  Capitalized interest
     and debt issuance 
     cost amortization      2,163     1,250     1,464     1,287     1,005       254       705

     Total fixed charges $121,533  $117,729  $117,724  $105,416  $102,003   $97,115   $77,432
                         ========  ========  ========  ========  ========   =======   =======

Ratio of earnings
 to fixed charges            2.14      2.40      1.89      2.85      1.71      1.90     2.90
                             ====      ====      ====      ====      ====      ====     ====


"Earnings" consists of income before income taxes and fixed
charges excluding capitalized interest.  Capitalized interest
amortized during the respective periods is added back to
earnings.

"Fixed charges, net" consists of interest expense, an estimated
amount of rental expense which is deemed to be representative of
the interest factor and amortization of capitalized interest and
debt issuance cost.

The pro forma ratio of earnings to fixed charges is omitted as it
is not applicable.
    

EX-27

 

   
<ARTICLE> 5
<MULTIPLIER> 1,000        
       
                                                  
<PERIOD-TYPE>                                      9-MOS
<FISCAL-YEAR-END>                                                  DEC-31-1994
<PERIOD-END>                                                       OCT-01-1994
<CASH>                                                                   5,625
<SECURITIES>                                                                 0
<RECEIVABLES>                                                          500,070
<ALLOWANCES>                                                          (93,210)
<INVENTORY>                                                          1,312,369
<CURRENT-ASSETS>                                                     1,859,217
<PP&E>                                                               1,394,381
<DEPRECIATION>                                                       (458,290)
<TOTAL-ASSETS>                                                       4,623,713
<CURRENT-LIABILITIES>                                                1,405,621
<BONDS>                                                              1,601,402
<COMMON>                                                                93,361
<PREFERRED-MANDATORY>                                                        0
<PREFERRED>                                                                  0
<OTHER-SE>                                                             985,309
<TOTAL-LIABILITY-AND-EQUITY>                                         4,623,713
<SALES>                                                             11,057,167
<TOTAL-REVENUES>                                                    11,057,167
<CGS>                                                               10,295,126
<TOTAL-COSTS>                                                       10,295,126
<OTHER-EXPENSES>                                                             0
<LOSS-PROVISION>                                                        49,385
<INTEREST-EXPENSE>                                                      75,692
<INCOME-PRETAX>                                                         87,066
<INCOME-TAX>                                                            41,356
<INCOME-CONTINUING>                                                     45,710
<DISCONTINUED>                                                               0
<EXTRAORDINARY>                                                              0
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<NET-INCOME>                                                            45,710
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