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
                              
                              
                      February 27, 1996
                       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 juris-       (Commission                   (IRS Employer
diction of incorporation)       File Number)               identification)


                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.

On February 27, 1996, the company adopted a new rights plan to 
replace the current rights plan upon its expiration in July 1996.  
The new right plan is filed herewith as Exhibit 4.0.


                             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.

                                          KEVIN J. TWOMEY

                                          Kevin J. Twomey
                                          Vice President - Controller 


Date: March 21, 1996

EX-4.0

_________________________________________________________________



                    FLEMING COMPANIES, INC.


                              and


                    LIBERTY BANK AND TRUST
                COMPANY OF OKLAHOMA CITY, N.A.


                         Rights Agent

                       Rights Agreement

                 Dated as of February 27, 1996

     Effective as of the close of business on July 6, 1996

_________________________________________________________________


                       TABLE OF CONTENTS

                                                           Page

Section 1.    Certain Definitions                             1

Section 2.    Appointment of Rights Agent                     6

Section 3.    Issue of Right Certificates                     6

Section 4.    Form of Right Certificates                     10

Section 5.    Countersignature and Registration              10

Section 6.    Transfer, Split Up, Combination and
              Exchange of Right Certificates;
              Mutilated, Destroyed, Lost or
              Stolen Right Certificates                      11

Section 7.    Exercise of Rights; Purchase Price;
              Expiration Date of Rights                      13

Section 8.    Cancellation and Destruction of
              Right Certificates                             15

Section 9.    Availability of Preferred Shares               16

Section 10.   Preferred Shares Record Date                   17

Section 11.   Adjustment of Purchase Price, Number of
              Shares or Number of Rights                     17

Section 12.   Certificate of Adjusted Purchase Price
              or Number of Shares                            31

Section 13.   Consolidation, Merger or Sale or Transfer
              of Assets or Earning Power                     31

Section 14.   Fractional Rights and Fractional Shares        33

Section 15.   Rights of Action                               36

Section 16.   Agreement of Right Holders                     37

Section 17.   Right Certificate Holder Not Deemed a
              Stockholder                                    37

Section 18.   Concerning the Rights Agent                    38

Section 19.   Merger or Consolidation or Change of
              Name of Rights Agent                           39


                                                           Page


Section 20.   Duties of Rights Agent                         40

Section 21.   Change of Rights Agent                         44

Section 22.   Issuance of New Right Certificates             46

Section 23.   Redemption                                     46

Section 24.   Exchange                                       47

Section 25.   Notice of Certain Events                       50

Section 26.   Notices                                        52

Section 27.   Supplements and Amendments                     52

Section 28.   Successors                                     53

Section 29.   Benefits of this Agreement                     54

Section 30.   Severability                                   54

Section 31.   Governing Law                                  54

Section 32.   Counterparts                                   54

Section 33.   Descriptive Headings                           55

Signatures                                                   55



Exhibit A - Form of Certificate of Designations

Exhibit B - Form of Right Certificate

Exhibit C - Summary of Rights to Purchase Preferred Shares


          Agreement, dated as of February 27, 1996 and effective as of
the close of business on July 6, 1996, between Fleming Companies, Inc., an
Oklahoma corporation (the "Company"), and Liberty Bank and Trust
Company of Oklahoma City, N.A. (the "Rights Agent").

          The Board of Directors of the Company has authorized a
dividend of one preferred share purchase right (a "Right") for each Common
Share (as hereinafter defined) of the Company outstanding on July 8, 1996
(the "Record Date"), each Right representing the right to purchase one
one-hundredth of a Preferred Share (as hereinafter defined), upon the terms
and subject to the  conditions herein set forth, and has further authorized and 
directed the issuance of one Right with respect to each Common Share that
shall become outstanding between the Record Date and the earliest of the
Distribution Date, the Redemption Date and the Final Expiration Date (as
such terms are hereinafter defined).

          Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby  agree as follows:  

          Section 1.  Certain Definitions.  For purposes of this
Agreement, the following terms have the meanings indicated:

               (a)  "Acquiring Person" shall mean any Person (as 
such term is hereinafter defined) who or which, together with all Affiliates
and Associates (as such terms are hereinafter defined) of such Person, shall
be the Beneficial Owner (as such term is hereinafter defined) of 20% or
more of the Common Shares of the Company then outstanding, but shall not
include the Company, any Subsidiary (as such term is hereinafter defined) of
the Company, any employee benefit plan of the Company or any Subsidiary
of the Company, or any entity holding Common Shares for or pursuant to
the terms of any such plan.  Notwithstanding the foregoing, no Person  shall
become an "Acquiring Person" as the result of an acquisition of Common
Shares by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially owned
by such Person to 20% or more of the Common Shares of the Company
then outstanding; provided, however, that if a Person shall become the
Beneficial Owner of 20% or more of the Common  Shares of the Company
then outstanding by reason of share  purchases by the Company and shall,
after such share  purchases by the Company, become the Beneficial Owner
of any  additional Common Shares of the Company, then such Person  shall
be deemed to be an "Acquiring Person".  Notwithstanding  the foregoing, if
the Board of Directors of the Company  determines in good faith that a
Person who would otherwise be  an "Acquiring Person", as defined pursuant
to the foregoing provisions of this paragraph (a), has become such
inadvertently, and such Person divests as promptly as practicable a sufficient
number of Common Shares so that such Person would  no longer be an
"Acquiring Person," as defined pursuant to  the foregoing provisions of this
paragraph (a), then such  Person shall not be deemed to be an "Acquiring
Person" for  any purposes of this Agreement.

          (b)  "Affiliate" and "Associate" shall have the  respective
meanings ascribed to such terms in Rule 12b-2 of  the General Rules and
Regulations under the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), as in  effect on the date of this Agreement.

          (c)  A Person shall be deemed the "Beneficial  Owner" of
and shall be deemed to "beneficially own" any  securities:  

               (i)    which such Person or any of such Person's
          Affiliates or Associates beneficially owns, directly or 
          indirectly;

               (ii)   which such Person or any of such Person's
          Affiliates or Associates has (A) the right to acquire  (whether
          such right is exercisable immediately or only  after the
          passage of time) pursuant to any agreement,  arrangement or
          understanding (other than customary  agreements with and
          between underwriters and selling  group members with respect
          to a bona fide public offering of securities), or upon the
          exercise of conversion rights, exchange rights, rights (other
          than these  Rights), warrants or options, or otherwise;
          provided,  however, that a Person shall not be deemed the 
          Beneficial Owner of, or to beneficially own, securities 
          tendered pursuant to a tender or exchange offer made by  or
          on behalf of such Person or any of such Person's Affiliates or
          Associates until such tendered securities  are accepted for
          purchase or exchange; or (B) the right  to vote pursuant to
          any agreement, arrangement or  understanding; provided,
          however, that a Person shall  not be deemed the Beneficial
          Owner of, or to  beneficially own, any security if the
          agreement, arrangement or understanding to vote such security
          (1)  arises solely from a revocable proxy or consent given to 
          such Person in response to a public proxy or consent 
          solicitation made pursuant to, and in accordance with,  the
          applicable rules and regulations promulgated under  the
          Exchange Act and (2) is not also then reportable on  Schedule
          13D under the Exchange Act (or any comparable  or
          successor report); or  

               (iii)  which are beneficially owned, directly or 
          indirectly, by any other Person with which such Person  or
          any of such Person's Affiliates or Associates has any 
          agreement, arrangement or understanding (other than 
          customary agreements with and between underwriters and 
          selling group members with respect to a bona fide public
          offering of securities) for the purpose of acquiring,  holding,
          voting (except to the extent contemplated by  the proviso to
          Section l(c)(ii)(B)) or disposing of any  securities of the
          Company.

          Notwithstanding anything in this definition of  Beneficial
Ownership to the contrary, the phrase "then  outstanding," when used with
reference to a Person's  Beneficial Ownership of securities of the Company,
shall mean  the number of such securities then issued and outstanding 
together with the number of such securities not then actually  issued and
outstanding which such Person would be deemed to  own beneficially
hereunder.

          (d)  "Business Day" shall mean any day other than a 
Saturday, a Sunday, or a day on which banking institutions in Oklahoma are
authorized or obligated by law or  executive order to close.

          (e)  "Close of business" on any given date shall mean 5:00
P.M., Oklahoma City time, on such date;  provided, however, that if such
date is not a Business Day it  shall mean 5:00 P.M., Oklahoma City time, on
the  next succeeding Business Day.

          (f)  "Common Shares" when used with reference to  the
Company shall mean the shares of common stock, par value $2.50 per share,
of the Company.  "Common Shares" when used with reference to any
Person other than the Company shall  mean the capital stock (or equity
interest) with the greatest  voting power of such other Person or, if such
other Person is  a Subsidiary of another Person, the Person or Persons which 
ultimately control such first-mentioned Person.

          (g)  "Distribution Date" shall have the meaning set  forth in
Section 3 hereof.

          (h)  "Final Expiration Date" shall have the meaning  set
forth in Section 7 hereof.

          (i)  "Person" shall mean any individual, firm,  corporation
or other entity, and shall include any successor (by merger or otherwise) of
such entity.

          (j)  "Preferred Shares" shall mean shares of Series A
Junior Participating Preferred Stock, par value $.01 per share, of the
Company having the rights and preferences set  forth in the Form of
Certificate of Designations attached to  this Agreement as Exhibit A.

          (k)  "Redemption Date" shall have the meaning set  forth
in Section 7 hereof.

          (l)  "Shares Acquisition Date" shall mean the first  date of
public announcement by the Company or an Acquiring  Person that an
Acquiring Person has become such.

          (m)  "Subsidiary" of any Person shall mean any corporation 
or other entity of which a majority of the voting  power of the
voting equity securities or equity interest is  owned, directly or 
indirectly, by such Person.

          Section 2.  Appointment of Rights Agent.  The 
Company hereby appoints the Rights Agent to act as agent for  the Company
and the holders of the Rights (who, in accordance  with Section 3 hereof,
shall prior to the Distribution Date  also be the holders of the Common
Shares) in accordance with  the terms and conditions hereof, and the Rights
Agent hereby  accepts such appointment.  The Company may from time to
time  appoint such co-Rights Agents as it may deem necessary or desirable.

          Section 3.  Issue of Right Certificates.  (a)  Until the
earlier of (i) the tenth day after the Shares  Acquisition Date or (ii) the 
tenth business day (or such  later date as may be determined by action of the
Board of  Directors prior to such time as any Person becomes an Acquiring
Person) after the date of the commencement by any Person  (other than the
Company, any Subsidiary of the Company, any  employee benefit plan of
the Company or of any Subsidiary of  the Company or any entity holding
Common Shares for or pursuant to the terms of any such plan) of, or of the
first public  announcement of the intention of any Person (other than the 
Company, any Subsidiary of the Company, any employee benefit 
plan of the Company or of any Subsidiary of the Company or  any entity
holding Common Shares for or pursuant to the terms  of any such plan) to
commence, a tender or exchange offer the  consummation of which would
result in any Person becoming the  Beneficial Owner of Common Shares
aggregating 20% or more of  the then outstanding Common Shares
(including any such date  which is after the date of this Agreement and prior
to the  issuance of the Rights; the earlier of such dates being  herein 
referred to as the "Distribution Date"), (x) the  Rights will be evidenced 
(subject to the provisions of Section 3(b) hereof) by the certificates for 
Common Shares registered in the names of the holders thereof (which  certifi-
cates shall also be deemed to be Right Certificates)  and not by separate 
Right Certificates, and (y) the right to  receive Right Certificates will be 
transferable only in connection with the transfer of Common Shares.  As soon 
as practicable after the Distribution Date, the Company will  prepare and 
execute, the Rights Agent will countersign, and  the Company will send or 
cause to be sent (and the Rights Agent will, if requested, send) by first-
class, insured, postage-prepaid mail, to each record holder of Common Shares  
as of the close of business on the Distribution Date, at the  address of such 
holder shown on the records of the Company, a  Right Certificate, in substan-
tially the form of Exhibit B  hereto (a "Right Certificate"), evidencing one 
Right for each Common Share so held.  As of the Distribution Date, the  
Rights will be evidenced solely by such Right Certificates.

          (b)  On the Record Date, or as soon as practicable 
thereafter, the Company will send a copy of a Summary of  Rights to
Purchase Preferred Shares, in substantially the  form of Exhibit C hereto (the
"Summary of Rights"), by  first-class, postage-prepaid mail, to each record
holder of  Common Shares as of the close of business on the Record Date, 
at the address of such holder shown on the records of the  Company.  With
respect to certificates for Common Shares  outstanding as of the Record
Date, until the Distribution  Date, the Rights will be evidenced by such
certificates  registered in the names of the holders thereof together with a
copy of the Summary of Rights attached thereto.  Until the  Distribution
Date (or the earlier of the Redemption Date or  the Final Expiration Date),
the surrender for transfer of any  certificate for Common Shares outstanding
on the Record Date,  with or without a copy of the Summary of Rights
attached  thereto, shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby.

          (c)  Certificates for Common Shares which become 
outstanding (including, without limitation, reacquired Common  Shares
referred to in the last sentence of this paragraph  (c)) after the Record Date
but prior to the earliest of the Distribution Date, the Redemption Date or the
Final Expiration Date shall have impressed on, printed on, written on or 
otherwise affixed to them the following legend:  

          This certificate also evidences and entitles the
          holder hereof to certain rights as set forth in a
          Rights Agreement between  Fleming
          Companies, Inc. and Liberty Bank and Trust
          Company of Oklahoma City, N.A., dated as of
          February 27, 1996 and effective as of the close
          of business on July 6, 1996 (the "Rights
          Agreement"), the terms of which are hereby
          incorporated herein by reference and a copy of
          which is on file at the principal executive
          offices of Fleming Companies, Inc.  Under
          certain circumstances, as set forth in the Rights
          Agreement, such Rights will be evidenced by
          separate certificates and will no longer be
          evidenced by this certificate.  Fleming
          Companies, Inc. will mail to the holder of this
          certificate a copy of the Rights Agreement
          without charge after receipt of a written request
          therefor.  Under certain circumstances, as set
          forth in the Rights Agreement, Rights issued to
          any Person who becomes an Acquiring Person
          (as defined in the Rights Agreement) may
          become null and void.

          With respect to such certificates containing the foregoing 
legend, until the Distribution Date, the Rights associated  with the Common
Shares represented by such certificates shall  be evidenced by such
certificates alone, and the surrender  for transfer of any such certificate 
shall also constitute  the transfer of the Rights associated with the Common
Shares  represented thereby.  In the event that the Company purchases  or
acquires any Common Shares after the Record Date but prior  to the
Distribution Date, any Rights associated with such  Common Shares shall be
deemed cancelled and retired so that  the Company shall not be entitled to
exercise any Rights associated with the Common Shares which are no longer
outstanding.

          Section 4.  Form of Right Certificates.  The Right 
Certificates (and the forms of election to purchase Preferred  Shares and of
assignment to be printed on the reverse  thereof) shall be substantially the
same as Exhibit B hereto  and may have such marks of identification or
designation and  such legends, summaries or endorsements printed thereon
as  the Company may deem appropriate and as are not inconsistent  with the
provisions of this Agreement, or as may be required  to comply with any
applicable law or with any rule or regulation made pursuant thereto or with
any rule or regulation of  any stock exchange on which the Rights may from
time to time  be listed, or to conform to usage.  Subject to the provisions  of
Section 22 hereof, the Right Certificates shall entitle  the holders thereof to
purchase such number of one one-hundredths of a Preferred Share as shall
be set forth  therein at the price per one one-hundredth of a Preferred  Share
set forth therein (the "Purchase Price"), but the  number of such one
one-hundredths of a Preferred Share and  the Purchase Price shall be subject
to adjustment as provided  herein.

          Section 5.  Countersignature and Registration.  The 
Right Certificates shall be executed on behalf of the Company  by its
Chairman of the Board, its Chief Executive Officer,  its President, any of its
Vice Presidents, or its Treasurer,  either manually or by facsimile signature,
shall have affixed thereto the Company's seal or a facsimile thereof, and
shall  be attested by the Secretary or an Assistant Secretary of the 
Company, either manually or by facsimile signature.  The  Right Certificates
shall be manually countersigned by the  Rights Agent and shall not be valid
for any purpose unless  countersigned.  In case any officer of the Company
who shall  have signed any of the Right Certificates shall cease to be  such
officer of the Company before countersignature by the  Rights Agent and
issuance and delivery by the Company, such  Right Certificates,
nevertheless, may be countersigned by the  Rights Agent and issued and
delivered by the Company with the  same force and effect as though the
person who signed such  Right Certificates had not ceased to be such officer
of the  Company; and any Right Certificate may be signed on behalf of  the
Company by any person who, at the actual date of the  execution of such
Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although  at the date of the execution of this Rights
Agreement any  such person was not such an officer.

          Following the Distribution Date, the Rights Agent  will keep
or cause to be kept, at its principal office, books  for registration and
transfer of the Right Certificates issued hereunder.  Such books shall show
the names and addresses of the respective holders of the Right Certificates, 
the number of Rights evidenced on its face by each of the  Right Certificates
and the date of each of the Right  Certificates.

          Section 6.  Transfer, Split Up, Combination and
Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right
Certificates.  Subject to the provisions of Section 14 hereof, at any time
after the close of business on  the Distribution Date, and at or prior to the
close of business on the earlier of the Redemption Date or the Final 
Expiration Date, any Right Certificate or Right Certificates  (other than
Right Certificates representing Rights that have  become void pursuant to
Section 11(a)(ii) hereof or that have  been exchanged pursuant to Section 24
hereof) may be  transferred, split up, combined or exchanged for another 
Right Certificate or Right Certificates, entitling the  registered holder to
purchase a like number of one one-hundredths of a Preferred Share as the
Right Certificate  or Right Certificates surrendered then entitled such holder 
to purchase.  Any registered holder desiring to transfer,  split up, combine or
exchange any Right Certificate or Right  Certificates shall make such request
in writing delivered to  the Rights Agent, and shall surrender the Right
Certificate  or Right Certificates to be transferred, split up, combined  or
exchanged at the principal office of the Rights Agent.  Thereupon the Rights
Agent shall countersign and deliver to  the person entitled thereto a Right
Certificate or Right  Certificates, as the case may be, as so requested.  The
Company may require payment of a sum sufficient to cover any  tax or
governmental charge that may be imposed in connection  with any transfer,
split up, combination or exchange of Right  Certificates.

          Upon receipt by the Company and the Rights Agent of 
evidence reasonably satisfactory to them of the loss, theft,  destruction or
mutilation of a Right Certificate, and, in  case of loss, theft or destruction,
of indemnity or security  reasonably satisfactory to them, and, at the
Company's request, reimbursement to the Company and the Rights Agent of 
all reasonable expenses incidental thereto, and upon surrender to the Rights
Agent and cancellation of the Right  Certificate if mutilated, the Company
will make and deliver a  new Right Certificate of like tenor to the Rights
Agent for  delivery to the registered holder in lieu of the Right  Certificate
so lost, stolen, destroyed or mutilated.

          Section 7.  Exercise of Rights; Purchase Price; Expiration 
Date of Rights.  (a)  The registered holder of any  Right Certificate 
may exercise the Rights evidenced thereby  (except as otherwise
provided herein) in whole or in part at  any time after the Distribution Date
upon surrender of the  Right Certificate, with the form of election to
purchase on  the reverse side thereof duly executed, to the Rights Agent  at
the principal office of the Rights Agent, together with  payment of the
Purchase Price for each one one-hundredth of a Preferred Share as to which
the Rights are exercised, at or  prior to the earliest of (i) the close of
business on July 5, 2006 (the "Final Expiration Date"), (ii) the time  at
which the Rights are redeemed as provided in Section 23  hereof (the
"Redemption Date"), or (iii) the time at which  such Rights are exchanged as
provided in Section 24 hereof.

          (b)  The Purchase Price for each one one-hundredth  of a
Preferred Share purchasable pursuant to the exercise of  a Right shall
initially be $75.00, and shall be subject to  adjustment from time to time as
provided in Section 11 or 13  hereof and shall be payable in lawful money
of the United  States of America in accordance with paragraph (c) below.

          (c)  Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase  duly executed,
accompanied by payment of the Purchase Price  for the shares to be
purchased and an amount equal to any  applicable transfer tax required to be
paid by the holder of  such Right Certificate in accordance with Section 9
hereof by  certified check, cashier's check or money order payable to  the
order of the Company, the Rights Agent shall thereupon  promptly (i) (A)
requisition from any transfer agent of the  Preferred Shares certificates for
the number of Preferred  Shares to be purchased and the Company hereby
irrevocably  authorizes its transfer agent to comply with all such  requests,
or (B) requisition from the depositary agent depositary receipts representing
such number of one one-hundredths of a Preferred Share as are to be
purchased  (in which case certificates for the Preferred Shares  represented
by such receipts shall be deposited by the  transfer agent with the depositary
agent) and the Company  hereby directs the depositary agent to comply with
such  request, (ii) when appropriate, requisition from the Company  the
amount of cash to be paid in lieu of issuance of  fractional shares in
accordance with Section 14 hereof, (iii)  after receipt of such certificates or
depositary receipts,  cause the same to be delivered to or upon the order of
the  registered holder of such Right Certificate, registered in  such name or
names as may be designated by such holder and  (iv) when appropriate, after
receipt, deliver such cash to or  upon the order of the registered holder of
such Right  Certificate.

          (d)  In case the registered holder of any Right  Certificate
shall exercise less than all the Rights evidenced  thereby, a new Right
Certificate evidencing Rights equivalent  to the Rights remaining unexercised
shall be issued by the  Rights Agent to the registered holder of such Right 
Certificate or to his duly authorized assigns, subject to the  provisions of
Section 14 hereof.

          Section 8.  Cancellation and Destruction of Right Certificates.  
All Right Certificates surrendered for the purpose of exercise, transfer, 
split up, combination or  exchange shall, if surrendered to the Company or to 
any of  its agents, be delivered to the Rights Agent for cancellation  or in 
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled 
by it, and no Right Certificates shall be issued in lieu thereof except as 
expressly permitted by any  of the provisions of this Rights Agreement.  The 
Company shall deliver to the Rights Agent for cancellation and retirement, 
and the Rights Agent shall so cancel and retire,  any other Right Certificate 
purchased or acquired by the  Company otherwise than upon the exercise thereof.
The Rights  Agent shall deliver all cancelled Right Certificates to the  
Company, or shall, at the written request of the Company,  destroy such can-
celled Right Certificates, and in such case shall deliver a certificate of 
destruction thereof to the  Company.

          Section 9.  Availability of Preferred Shares.  The Company 
covenants and agrees that it will cause to be  reserved and kept
available out of its authorized and  unissued Preferred Shares or any
Preferred Shares held in its  treasury, the number of Preferred Shares that
will be  sufficient to permit the exercise in full of all outstanding  Rights in
accordance with Section 7.  The Company covenants  and agrees that it will
take all such action as may be  necessary to ensure that all Preferred Shares
delivered upon  exercise of Rights shall, at the time of delivery of the
certificates for such Preferred Shares (subject to payment of  the Purchase
Price), be duly and validly authorized and  issued and fully paid and
nonassessable shares.

          The Company further covenants and agrees that it  will pay
when due and payable any and all federal and state  transfer taxes and
charges which may be payable in respect of  the issuance or delivery of the
Right Certificates or of any  Preferred Shares upon the exercise of Rights. 
The Company  shall not, however, be required to pay any transfer tax which 
may be payable in respect of any transfer or delivery of  Right Certificates
to a person other than, or the issuance or  delivery of certificates or
depositary receipts for the  Preferred Shares in a name other than that of, the
registered  holder of the Right Certificate evidencing Rights surrendered  for
exercise or to issue or to deliver any certificates or  depositary receipts for
Preferred Shares upon the exercise of  any Rights until any such tax shall
have been paid (any such  tax being payable by the holder of such Right
Certificate at  the time of surrender) or until it has been established to  the
Company's reasonable satisfaction that no such tax is due.

          Section 10. Preferred Shares Record Date.  Each  person
in whose name any certificate for Preferred Shares is  issued upon the
exercise of Rights shall for all purposes be  deemed to have become the
holder of record of the Preferred Shares represented thereby on, and such
certificate shall be  dated, the date upon which the Right Certificate
evidencing  such Rights was duly surrendered and payment of the Purchase 
Price (and any applicable transfer taxes) was made; provided,  however, that
if the date of such surrender and payment is a  date upon which the
Preferred Shares transfer books of the  Company are closed, such person
shall be deemed to have  become the record holder of such shares on, and
such  certificate shall be dated, the next succeeding Business Day  on which
the Preferred Shares transfer books of the Company  are open.  Prior to the
exercise of the Rights evidenced  thereby, the holder of a Right Certificate
shall not be  entitled to any rights of a holder of Preferred Shares for  which
the Rights shall be exercisable, including, without  limitation, the right to
vote, to receive dividends or other  distributions or to exercise any
preemptive rights, and shall  not be entitled to receive any notice of any
proceedings of  the Company, except as provided herein.

          Section 11.  Adjustment of Purchase Price, Number of
Shares or Number of Rights.  The Purchase Price, the  number of Preferred
Shares covered by each Right and the  number of Rights outstanding are
subject to adjustment from  time to time as provided in this Section 11.

          (a)  (i)    In the event the Company shall at any  time
after the date of this Agreement (A) declare a dividend on the Preferred
Shares payable in Preferred Shares, (B)  subdivide the outstanding Preferred
Shares, (C) combine the  outstanding Preferred Shares into a smaller number
of  Preferred Shares or (D) issue any shares of its capital stock  in a
reclassification of the Preferred Shares (including any  such reclassification
in connection with a consolidation or  merger in which the Company is the
continuing or surviving corporation), except as otherwise provided in this
Section 11(a), the Purchase Price in effect at the time of the record  date for
such dividend or of the effective date of such  subdivision, combination or
reclassification, and the number  and kind of shares of capital stock issuable
on such date,  shall be proportionately adjusted so that the holder of any 
Right exercised after such time shall be entitled to receive  the aggregate
number and kind of shares of capital stock  which, if such Right had been
exercised immediately prior to  such date and at a time when the Preferred
Shares transfer  books of the Company were open, he would have owned
upon such  exercise and been entitled to receive by virtue of such  dividend,
subdivision, combination or reclassification;  provided, however, that in no
event shall the consideration  to be paid upon the exercise of one Right be
less than the  aggregate par value of the shares of capital stock of the 
Company issuable upon exercise of one Right.

          (ii)  Subject to Section 24 of this Agreement, in  the event
any Person becomes an Acquiring Person, each holder  of a Right shall
thereafter have a right to receive, upon  exercise thereof at a price equal to
the then current  Purchase Price multiplied by the number of one
one-hundredths  of a Preferred Share for which a Right is then exercisable, 
in accordance with the terms of this Agreement and in lieu of  Preferred
Shares, such number of Common Shares of the Company  as shall equal the
result obtained by (x) multiplying the  then current Purchase Price by the
number of one one-hundredths of a Preferred Share for which a Right is
then  exercisable and dividing that product by (y) 50% of the then  current
per share market price of the Company's Common Shares  (determined
pursuant to Section 11(d) hereof) on the date of  the occurrence of such
event.  In the event that any Person  shall become an Acquiring Person and
the Rights shall then be  outstanding, the Company shall not take any action
which  would eliminate or diminish the benefits intended to be afforded by
the Rights.

          From and after the occurrence of such event, any  Rights that
are or were acquired or beneficially owned by any  Acquiring Person (or
any Associate or Affiliate of such  Acquiring Person) shall be void and any
holder of such Rights  shall thereafter have no right to exercise such Rights
under  any provision of this Agreement.  No Right Certificate shall  be
issued pursuant to Section 3 that represents Rights  beneficially owned by an
Acquiring Person whose Rights would  be void pursuant to the preceding
sentence or any Associate  or Affiliate thereof; no Right Certificate shall be
issued at  any time upon the transfer of any Rights to an Acquiring  Person
whose Rights would be void pursuant to the preceding  sentence or any
Associate or Affiliate thereof or to any  nominee of such Acquiring Person,
Associate or Affiliate; and  any Right Certificate delivered to the Rights
Agent for  transfer to an Acquiring Person whose Rights would be void 
pursuant to the preceding sentence shall be cancelled.

          (iii)       In the event that there shall not be sufficient Common
Shares issued but not outstanding or  authorized but unissued to permit the
exercise in full of the  Rights in accordance with the foregoing subparagraph
(ii),  the Company shall take all such action as may be necessary to 
authorize additional Common Shares for issuance upon exercise  of the
Rights.  In the event the Company shall, after good  faith effort, be unable
to take all such action as may be  necessary to authorize such additional
Common Shares, the  Company shall substitute, for each Common Share
that would  otherwise be issuable upon exercise of a Right, a number of 
Preferred Shares or fraction thereof such that the current  per share market
price of one Preferred Share multiplied by  such number or fraction is equal
to the current per share  market price of one Common Share as of the date
of issuance  of such Preferred Shares or fraction thereof.

          (b)  In case the Company shall fix a record date  for the
issuance of rights, options or warrants to all holders of Preferred Shares
entitling them (for a period expiring  within 45 calendar days after such
record date) to subscribe  for or purchase Preferred Shares (or shares having
the same  rights, privileges and preferences as the Preferred Shares 
("equivalent preferred shares")) or securities convertible  into Preferred
Shares or equivalent preferred shares at a  price per Preferred Share or
equivalent preferred share (or  having a conversion price per share, if a
security convertible into Preferred Shares or equivalent preferred shares) 
less than the then current per share market price of the  Preferred Shares (as
defined in Section 11(d)) on such record  date, the Purchase Price to be in
effect after such record  date shall be determined by multiplying the
Purchase Price in  effect immediately prior to such record date by a fraction, 
the numerator of which shall be the number of Preferred  Shares outstanding
on such record date plus the number of  Preferred Shares which the
aggregate offering price of the  total number of Preferred Shares and/or
equivalent preferred  shares so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered)  would
purchase at such current market price and the denominator of which shall be
the number of Preferred Shares  outstanding on such record date plus the
number of additional  Preferred Shares and/or equivalent preferred shares to
be offered for subscription or purchase (or into which the  convertible
securities so to be offered are initially  convertible); provided, however, that
in no event shall the  consideration to be paid upon the exercise of one
Right be  less than the aggregate par value of the shares of capital  stock of
the Company issuable upon exercise of one Right.  In  case such
subscription price may be paid in a consideration  part or all of which shall
be in a form other than cash, the  value of such consideration shall be as
determined in good  faith by the Board of Directors of the Company, whose 
determination shall be described in a statement filed with  the Rights Agent. 
Preferred Shares owned by or held for the  account of the Company shall
not be deemed outstanding for  the purpose of any such computation.  Such
adjustment shall  be made successively whenever such a record date is fixed; 
and in the event that such rights, options or warrants are  not so issued, the
Purchase Price shall be adjusted to be the  Purchase Price which would then
be in effect if such record  date had not been fixed.

          (c)  In case the Company shall fix a record date  for the
making of a distribution to all holders of the  Preferred Shares (including
any such distribution made in  connection with a consolidation or merger in
which the  Company is the continuing or surviving corporation) of 
evidences of indebtedness or assets (other than a regular  quarterly cash
dividend or a dividend payable in Preferred  Shares) or subscription rights or
warrants (excluding those  referred to in Section 11(b) hereof), the Purchase
Price to  be in effect after such record date shall be determined by 
multiplying the Purchase Price in effect immediately prior to  such record
date by a fraction, the numerator of which shall  be the then current per
share market price of the Preferred  Shares on such record date, less the fair
market value (as  determined in good faith by the Board of Directors of the 
Company, whose determination shall be described in a statement filed with
the Rights Agent) of the portion of the assets or evidences of indebtedness
so to be distributed or of  such subscription rights or warrants applicable to
one  Preferred Share and the denominator of which shall be such  current
per share market price of the Preferred Shares;  provided, however, that in
no event shall the consideration  to be paid upon the exercise of one Right
be less than the  aggregate par value of the shares of capital stock of the 
Company to be issued upon exercise of one Right.  Such  adjustments shall
be made successively whenever such a record  date is fixed; and in the event
that such distribution is not  so made, the Purchase Price shall again be
adjusted to be the  Purchase Price which would then be in effect if such
record  date had not been fixed.

          (d)  (i)    For the purpose of any computation hereunder, 
the "current per share market price" of any  security (a "Security"
for the purpose of this Section 11(d)(i)) on any date shall be deemed to be
the average of the daily closing prices per share of such Security for the 30
consecutive Trading Days (as such term is hereinafter  defined) immediately
prior to such date; provided, however,  that in the event that the current per
share market price of  the Security is determined during a period following
the announcement by the issuer of such Security of (A) a dividend  or
distribution on such Security payable in shares of such  Security or securities
convertible into such shares, or (B)  any subdivision, combination or
reclassification of such  Security and prior to the expiration of 30 Trading
Days after  the ex-dividend date for such dividend or distribution, or  the
record date for such subdivision, combination or reclassification, then, and in
each such case, the current per  share market price shall be appropriately
adjusted to reflect  the current market price per share equivalent of such 
Security.  The closing price for each day shall be the last sale price, regular
way, or, in case no such sale takes place  on such day, the average of the
closing bid and asked prices,  regular way, in either case as reported in the
principal  consolidated transaction reporting system with respect to 
securities listed or admitted to trading on the New York  Stock Exchange or,
if the Security is not listed or admitted  to trading on the New York Stock
Exchange, as reported in the  principal consolidated transaction reporting
system with respect to securities listed on the principal national securities
exchange on which the Security is listed or admitted to trading or, if the
Security is not listed or admitted  to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high 
bid and low asked prices in the over-the-counter market, as  reported by the
National Association of Securities Dealers,  Inc.  Automated Quotations
System ("NASDAQ") or such other  system then in use, or, if on any such
date the Security is not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional  market maker
making a market in the Security selected by the  Board of Directors of the
Company.  The term "Trading Day"  shall mean a day on which the
principal national securities  exchange on which the Security is listed or
admitted to trading is open for the transaction of business or, if the Security
is not listed or admitted to trading on any national  securities exchange, a
Business Day.

          (ii) For the purpose of any computation hereunder,  the
"current per share market price" of the Preferred Shares  shall be determined
in accordance with the method set forth  in Section 11(d)(i).  If the
Preferred Shares are not  publicly traded, the "current per share market
price" of the  Preferred Shares shall be conclusively deemed to be the
current per share market price of the Common Shares as  determined
pursuant to Section 11(d)(i) (appropriately  adjusted to reflect any stock
split, stock dividend or  similar transaction occurring after the date hereof), 
multiplied by one hundred.  If neither the Common Shares nor  the
Preferred Shares are publicly held or so listed or  traded, "current per share
market price" shall mean the fair  value per share as determined in good
faith by the Board of  Directors of the Company, whose determination shall
be  described in a statement filed with the Rights Agent.

          (e)  No adjustment in the Purchase Price shall be  required
unless such adjustment would require an increase or  decrease of at least 1%
in the Purchase Price; provided,  however, that any adjustments which by
reason of this Section 11(e) are not required to be made shall be carried
forward  and taken into account in any subsequent adjustment.  All 
calculations under this Section 11 shall be made to the nearest cent or to the
nearest one one-millionth of a Preferred  Share or one ten-thousandth of any
other share or security as  the case may be.  Notwithstanding the first
sentence of this  Section 11(e), any adjustment required by this Section 11 
shall be made no later than the earlier of (i) three years from the date of the
transaction which requires such adjustment or (ii) the date of the expiration
of the right to  exercise any Rights.

          (f)  If as a result of an adjustment made pursuant  to
Section 11(a) hereof, the holder of any Right thereafter  exercised shall
become entitled to receive any shares of  capital stock of the Company other
than Preferred Shares,  thereafter the number of such other shares so
receivable upon  exercise of any Right shall be subject to adjustment from 
time to time in a manner and on terms as nearly equivalent as  practicable to
the provisions with respect to the Preferred  Shares contained in Section
11(a) through (c), inclusive, and  the provisions of Sections 7, 9, 10 and 13
with respect to  the Preferred Shares shall apply on like terms to any such 
other shares.

          (g)  All Rights originally issued by the Company 
subsequent to any adjustment made to the Purchase Price  hereunder shall
evidence the right to purchase, at the  adjusted Purchase Price, the number
of one one-hundredths of  a Preferred Share purchasable from time to time
hereunder  upon exercise of the Rights, all subject to further adjustment as
provided herein.

          (h)  Unless the Company shall have exercised its  election
as provided in Section 11(i), upon each adjustment  of the Purchase Price as
a result of the calculations made in  Sections 11(b) and (c), each Right
outstanding immediately  prior to the making of such adjustment shall
thereafter  evidence the right to purchase, at the adjusted Purchase  Price,
that number of one one-hundredths of a Preferred Share  (calculated to the
nearest one one-millionth of a Preferred  Share) obtained by (i) multiplying
(x) the number of one one-hundredths of a share covered by a Right
immediately  prior to this adjustment by (y) the Purchase Price in effect 
immediately prior to such adjustment of the Purchase Price  and (ii) dividing
the product so obtained by the Purchase  Price in effect immediately after
such adjustment of the  Purchase Price.

          (i)  The Company may elect on or after the date of  any
adjustment of the Purchase Price to adjust the number of  Rights, in
substitution for any adjustment in the number of one one-hundredths of a
Preferred Share purchasable upon the  exercise of a Right.  Each of the
Rights outstanding after  such adjustment of the number of Rights shall be
exercisable  for the number of one one-hundredths of a Preferred Share for 
which a Right was exercisable immediately prior to such  adjustment.  Each
Right held of record prior to such adjustment of the number of Rights shall
become that number of  Rights (calculated to the nearest one ten-thousandth) 
obtained by dividing the Purchase Price in effect immediately  prior to
adjustment of the Purchase Price by the Purchase  Price in effect
immediately after adjustment of the Purchase  Price.  The Company shall
make a public announcement of its  election to adjust the number of Rights,
indicating the record date for the adjustment, and, if known at the time,  the
amount of the adjustment to be made.  This record date  may be the date on
which the Purchase Price is adjusted or  any day thereafter, but, if the Right
Certificates have been  issued, shall be at least 10 days later than the date of
the public announcement.  If Right Certificates have been issued,  upon
each adjustment of the number of Rights pursuant to this  Section 11(i), the
Company shall, as promptly as practicable,  cause to be distributed to
holders of record of Right  Certificates on such record date Right Certifi-
cates evidencing, subject to Section 14 hereof, the additional Rights to 
which such holders shall be entitled as a result of such  adjustment, or, at
the option of the Company, shall cause to  be distributed to such holders of
record in substitution and  replacement for the Right Certificates held by
such holders  prior to the date of adjustment, and upon surrender thereof,  if
required by the Company, new Right Certificates evidencing all the Rights
to which such holders shall be entitled after  such adjustment.  Right
Certificates so to be distributed  shall be issued, executed and countersigned
in the manner provided for herein and shall be registered in the names of 
the holders of record of Right Certificates on the record date specified in
the public announcement.

          (j)  Irrespective of any adjustment or change in  the
Purchase Price or the number of one one-hundredths of a  Preferred Share
issuable upon the exercise of the Rights, the  Right Certificates theretofore
and thereafter issued may  continue to express the Purchase Price and the
number of one one-hundredths of a Preferred Share which were expressed in 
the initial Right Certificates issued hereunder.

          (k)  Before taking any action that would cause an 
adjustment reducing the Purchase Price below one one-hundredth of the then
par value, if any, of the Preferred  Shares issuable upon exercise of the
Rights, the Company  shall take any corporate action which may, in the
opinion of  its counsel, be necessary in order that the Company may  validly
and legally issue fully paid and nonassessable  Preferred Shares at such
adjusted Purchase Price.

          (l)  In any case in which this Section 11 shall  require that
an adjustment in the Purchase Price be made effective as of a record date for
a specified event, the Company may elect to defer until the occurrence of
such event  the issuing to the holder of any Right exercised after such 
record date of the Preferred Shares and other capital stock  or securities of
the Company, if any, issuable upon such  exercise over and above the
Preferred Shares and other  capital stock or securities of the Company, if
any, issuable  upon such exercise on the basis of the Purchase Price in effect
prior to such adjustment; provided, however, that the  Company shall deliver
to such holder a due bill or other appropriate instrument evidencing such
holder's right to  receive such additional shares upon the occurrence of the 
event requiring such adjustment.

          (m)  Anything in this Section 11 to the contrary notwithstanding, 
the Company shall be entitled to make such reductions in the Purchase Price, 
in addition to those adjustments expressly required by this Section 11, as 
and to the extent that it in its sole discretion shall determine to be 
advisable in order that any consolidation or subdivision of the Preferred 
Shares, issuance wholly for cash of any Preferred Shares at less than 
the current market price, issuance wholly for cash of Preferred Shares or 
securities which  by their terms are convertible into or exchangeable for
Preferred Shares, dividends on Preferred Shares payable in Preferred Shares 
or issuance of rights, options or warrants referred to hereinabove in Section 
11(b), hereafter made by  the Company to holders of its Preferred Shares shall 
not be taxable to such stockholders.

          (n)  In the event that at any time after the date  of this
Agreement and prior to the Distribution Date, the  Company shall (i) declare
or pay any dividend on the Common  Shares payable in Common Shares or
(ii) effect a subdivision,  combination or consolidation of the Common
Shares (by reclassification or otherwise than by payment of dividends in
Common Shares) into a greater or lesser number of Common Shares,  then
in any such case (A) the number of one one-hundredths of  a Preferred
Share purchasable after such event upon proper  exercise of each Right shall
be determined by multiplying the  number of one one-hundredths of a
Preferred Share so purchasable immediately prior to such event by a
fraction, the  numerator of which is the number of Common Shares
outstanding  immediately before such event and the denominator of which is 
the number of Common Shares outstanding immediately after  such event,
and (B) each Common Share outstanding immediately  after such event shall
have issued with respect to it that  number of Rights which each Common
Share outstanding immediately prior to such event had issued with respect to
it.  The adjustments provided for in this Section 11(n) shall be  made
successively whenever such a dividend is declared or  paid or such a
subdivision, combination or consolidation is  effected.

          Section 12. Certificate of Adjusted Purchase Price or
Number of Shares.  Whenever an adjustment is made as  provided in Section
11 or 13 hereof, the Company shall  promptly (a) prepare a certificate
setting forth such adjustment, and a brief statement of the facts accounting
for such  adjustment, (b) file with the Rights Agent and with each  transfer
agent for the Common Shares or the Preferred Shares  a copy of such
certificate and (c) mail a brief summary  thereof to each holder of a Right
Certificate in accordance  with Section 25 hereof.

          Section 13.  Consolidation, Merger or Sale or Transfer of
Assets or Earning Power.  In the event, directly  or indirectly, at any time
after a Person has become an  Acquiring Person, (a) the Company shall
consolidate with, or  merge with and into, any other Person, (b) any Person
shall  consolidate with the Company, or merge with and into the  Company
and the Company shall be the continuing or surviving  corporation of such
merger and, in connection with such  merger, all or part of the Common
Shares shall be changed  into or exchanged for stock or other securities of
any other  Person (or the company) or cash or any other property, or (c)  the
Company shall sell or otherwise transfer (or one or more  of its Subsidiaries
shall sell or otherwise transfer), in one  or more transactions, assets or
earning power aggregating 50%  or more of the assets or earning power of
the Company and its  Subsidiaries (taken as a whole) to any other Person
other  than the Company or one or more of its wholly-owned  Subsidiaries,
then, and in each such case, proper provision  shall be made so that (i) each
holder of a Right (except as  otherwise provided herein) shall thereafter have
the right to  receive, upon the exercise thereof at a price equal to the then
current Purchase Price multiplied by the number of one one-hundredths of a
Preferred Share for which a Right is then  exercisable, in accordance with
the terms of this Agreement  and in lieu of Preferred Shares, such number of
Common Shares  of such other Person (including the Company as successor 
thereto or as the surviving corporation) as shall equal the result obtained by
(A) multiplying the then current Purchase  Price by the number of one
one-hundredths of a Preferred  Share for which a Right is then exercisable
and dividing that  product by (B) 50% of the then current per share market
price of the Common Shares of such other Person (determined pursuant to
Section 11(d) hereof) on the date of consummation of  such consolidation,
merger, sale or transfer; (ii) the issuer  of such Common Shares shall
thereafter be liable for, and  shall assume, by virtue of such consolidation,
merger, sale  or transfer, all the obligations and duties of the Company 
pursuant to this Agreement; (iii) the term "Company" shall  thereafter be
deemed to refer to such issuer; and (iv) such  issuer shall take such steps
(including, but not limited to,  the reservation of a sufficient number of its
Common Shares  in accordance with Section 9 hereof) in connection with
such  consummation as may be necessary to assure that the provisions hereof
shall thereafter be applicable, as nearly as  reasonably may be, in relation to
the Common Shares  thereafter deliverable upon the exercise of the Rights. 
The  Company shall not consummate any such consolidation, merger,  sale
or transfer unless prior thereto the Company and such  issuer shall have
executed and delivered to the Rights Agent  a supplemental agreement so
providing.  The Company shall not  enter into any transaction of the kind
referred to in this  Section 13 if at the time of such transaction there 
are any rights, warrants, instruments or securities outstanding or  any 
agreements or arrangements which, as a result of the  consummation of such 
transaction, would eliminate or  substantially diminish the benefits intended 
to be afforded by the Rights.  The provisions of this Section 13 shall 
similarly apply to successive mergers or consolidations or  sales or other 
transfers.

          Section 14.  Fractional Rights and Fractional Shares.  (a)
The Company shall not be required to issue  fractions of Rights or to
distribute Right Certificates which  evidence fractional Rights.  In lieu of
such fractional  Rights, there shall be paid to the registered holders of the 
Right Certificates with regard to which such fractional  Rights would
otherwise be issuable, an amount in cash equal  to the same fraction of the
current market value of a whole  Right.  For the purposes of this Section
14(a), the current  market value of a whole Right shall be the closing price
of  the Rights for the Trading Day immediately prior to the date  on which
such fractional Rights would have been otherwise  issuable.  The closing
price for any day shall be the last  sale price, regular way, or, in case no
such sale takes place  on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to  securities listed or admitted to
trading on the New York  Stock Exchange or, if the Rights are not listed or
admitted  to trading on the New York Stock Exchange, as reported in the 
principal consolidated transaction reporting system with respect to securities
listed on the principal national  securities exchange on which the Rights are
listed or admitted to trading or, if the Rights are not listed or admitted  to
trading on any national securities exchange, the last quoted price or, if not
so quoted, the average of the high  bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other system
then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as  furnished
by a professional market maker making a market in  the Rights selected by
the Board of Directors of the Company.  If on any such date no such market
maker is making a market  in the Rights, the fair value of the Rights on
such date as  determined in good faith by the Board of Directors of the 
Company shall be used.

          (b)  The Company shall not be required to issue  fractions
of Preferred Shares (other than fractions which are  integral multiples of one
one-hundredth of a Preferred Share) upon exercise of the Rights or to
distribute certificates which evidence fractional Preferred Shares (other than
fractions which are integral multiples of one one-hundredth of a  Preferred
Share).  Fractions of Preferred Shares in integral  multiples of one
one-hundredth of a Preferred Share may, at  the election of the Company, be
evidenced by depositary  receipts, pursuant to an appropriate agreement
between the  Company and a depositary selected by it; provided, that such 
agreement shall provide that the holders of such depositary  receipts shall
have all the rights, privileges and preferences to which they are entitled as
beneficial owners of the  Preferred Shares represented by such depositary
receipts.  In  lieu of fractional Preferred Shares that are not integral 
multiples of one one-hundredth of a Preferred Share, the  Company shall
pay to the registered holders of Right  Certificates at the time such Rights
are exercised as herein  provided an amount in cash equal to the same
fraction of the  current market value of one Preferred Share.  For the 
purposes of this Section 14(b), the current market value of a  Preferred
Share shall be the closing price of a Preferred  Share (as determined
pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading
Day immediately prior  to the date of such exercise.

          (c)  The holder of a Right by the acceptance of the  Right
expressly waives his right to receive any fractional  Rights or any fractional
shares upon exercise of a Right  except as provided above).

          Section 15. Rights of Action.  All rights of action in
respect of this Agreement, excepting the rights of  action given to the Rights
Agent under Section 18 hereof, are  vested in the respective registered
holders of the Right  Certificates (and, prior to the Distribution Date, the 
registered holders of the Common Shares); and any registered  holder of any
Right Certificate (or, prior to the Distribution Date, of the Common Shares),
without the consent of the  Rights Agent or of the holder of any other Right
Certificate  (or, prior to the Distribution Date, of the Common Shares), 
may, in his own behalf and for his own benefit, enforce, and  may institute
and maintain any suit, action or proceeding  against the Company to enforce,
or otherwise act in respect  of, his right to exercise the Rights evidenced by
such Right  Certificate in the manner provided in such Right Certificate  and
in this Agreement.  Without limiting the foregoing or any  remedies
available to the holders of Rights, it is  specifically acknowledged that the
holders of Rights would  not have an adequate remedy at law for any breach
of this  Agreement and will be entitled to specific performance of the 
obligations under, and injunctive relief against actual or  threatened
violations of the obligations of any Person  subject to, this Agreement.

          Section 16. Agreement of Right Holders.  Every  holder
of a Right, by accepting the same, consents and agrees  with the Company
and the Rights Agent and with every other  holder of a Right that:

          (a)  prior to the Distribution Date, the Rights  will be
transferable only in connection with the transfer of  the Common Shares;  

          (b)  after the Distribution Date, the Right  Certificates are
transferable only on the registry books of  the Rights Agent if surrendered at
the principal office of  the Rights Agent, duly endorsed or accompanied by a
proper instrument of transfer; and

          (c)  the Company and the Rights Agent may deem and 
treat the person in whose name the Right Certificate (or,  prior to the
Distribution Date, the associated Common Shares  certificate) is registered as
the absolute owner thereof and  of the Rights evidenced thereby
(notwithstanding any notations of ownership or writing on the Right
Certificates or  the associated Common Shares certificate made by anyone
other than the Company or the Rights Agent) for all purposes  whatsoever,
and neither the Company nor the Rights Agent  shall be affected by any
notice to the contrary.

          Section 17. Right Certificate Holder Not Deemed a 
Stockholder.  No holder, as such, of any Right Certificate  shall be entitled
to vote, receive dividends or be deemed for  any purpose the holder of the
Preferred Shares or any other  securities of the Company which may at any
time be issuable  on the exercise of the Rights represented thereby, nor shall 
anything contained herein or in any Right Certificate be  construed to confer
upon the holder of any Right Certificate,  as such, any of the rights of a
stockholder of the Company or  any right to vote for the election of
directors or upon any  matter submitted to stockholders at any meeting
thereof, or  to give or withhold consent to any corporate action, or to 
receive notice of meetings or other actions affecting stockholders (except as
provided in Section 25 hereof), or to  receive dividends or subscription
rights, or otherwise, until  the Right or Rights evidenced by such Right
Certificate shall  have been exercised in accordance with the provisions
hereof.

          Section 18. Concerning the Rights Agent.  The Company agrees to pay 
to the Rights Agent reasonable  compensation for all services rendered by it 
hereunder and,  from time to time, on demand of the Rights Agent, its 
reasonable expenses and counsel fees and other disbursements  incurred 
in the administration and execution of this Agreement and the exercise 
and performance of its duties  hereunder.  The Company also agrees to 
indemnify the Rights  Agent for, and to hold it armless against, any loss, 
liability, or expense, incurred without negligence, bad faith or willful 
misconduct on the part of the Rights Agent, for anything done or omitted 
by the Rights Agent in connection with the acceptance and administration 
of this Agreement,  including the costs and expenses of defending against 
any claim of liability in the premises.

          The Rights Agent shall be protected and shall incur  no
liability for, or in respect of any action taken, suffered or omitted by it in
connection with, its administration of  this Agreement in reliance upon any
Right Certificate or certificate for the Preferred Shares or Common Shares
or for other securities of the Company, instrument of assignment or 
transfer, power of attorney, endorsement, affidavit, letter,  notice, 
direction, consent, certificate, statement, or other  paper or document 
believed by it to be genuine and to be  signed, executed and, where necessary, 
verified or acknowledged, by the proper person or persons, or otherwise  
upon the advice of counsel as set forth in Section 20 hereof.

          Section 19. Merger or Consolidation or Change of Name
of Rights Agent.  Any corporation into which the Rights  Agent or any
successor Rights Agent may be merged or with  which it may be
consolidated, or any corporation resulting  from any merger or consolidation
to which the Rights Agent or  any successor Rights Agent shall be a party,
or any corporation succeeding to the stock transfer or corporate trust powers
of the Rights Agent or any successor Rights Agent, shall  be the successor to
the Rights Agent under this Agreement  without the execution or filing of
any paper or any further  act on the part of any of the parties hereto;
provided, that  such corporation would be eligible for appointment as a
successor Rights Agent under the provisions of Section 21  hereof.  In case
at the time such successor Rights Agent  shall succeed to the agency created
by this Agreement, any of  the Right Certificates shall have been
countersigned but not  delivered, any such successor Rights Agent may
adopt the  countersignature of the predecessor Rights Agent and deliver 
such Right Certificates so countersigned; and in case at that  time any of the
Right Certificates shall not have been  countersigned, any successor Rights
Agent may countersign  such Right Certificates either in the name of the
predecessor  Rights Agent or in the name of the successor Rights Agent; 
and in all such cases such Right Certificates shall have the  full force
provided in the Right Certificates and in this  Agreement.

          In case at any time the name of the Rights Agent  shall be
changed and at such time any of the Right  Certificates shall have been
countersigned but not delivered,  the Rights Agent may adopt the
countersignature under its  prior name and deliver Right Certificates so
countersigned;  and in case at that time any of the Right Certificates shall 
not have been countersigned, the Rights Agent may countersign  such Right
Certificates either in its prior name or in its  changed name; and in all such
cases such Right Certificates  shall have the full force provided in the Right
Certificates  and in this Agreement.

          Section 20. Duties of Rights Agent.  The Rights  Agent
undertakes the duties and obligations imposed by this  Agreement upon the
following terms and conditions, by all of  which the Company and the
holders of Right Certificates, by  their acceptance thereof, shall be bound:  

          (a)  The Rights Agent may consult with legal  counsel
(who may be legal counsel for the Company), and the  opinion of such
counsel shall be full and complete authorization and protection to the Rights
Agent as to any action  taken or omitted by it in good faith and in
accordance with  such opinion.

          (b)  Whenever in the performance of its duties  under this
Agreement the Rights Agent shall deem it necessary  or desirable that any
fact or matter be proved or established  by the Company prior to taking or
suffering any action  hereunder, such fact or matter (unless other evidence in 
respect thereof be herein specifically prescribed) may be  deemed to be
conclusively proved and established by a  certificate signed by any one of
the Chairman of the Board,  the Chief Executive Officer, the President, any
Vice  President, the Treasurer or the Secretary of the Company and 
delivered to the Rights Agent; and such certificate shall be  full
authorization to the Rights Agent for any action taken  or suffered in good
faith by it under the provisions of this  Agreement in reliance upon such
certificate.

          (c)  The Rights Agent shall be liable hereunder to  the
Company and any other Person only for its own negligence,  bad faith or
willful misconduct.

          (d)  The Rights Agent shall not be liable for or by  reason
of any of the statements of fact or recitals contained in this Agreement or in
the Right Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed 
to have been made by the Company only.

          (e)  The Rights Agent shall not be under any responsibility in 
respect of the validity of this Agreement  or the execution and 
delivery hereof (except the due execution hereof by the Rights Agent) or
in respect of the validity or execution of any Right Certificate (except its 
countersignature thereof); nor shall it be responsible for  any breach by the
Company of any covenant or condition  contained in this Agreement or in
any Right Certificate; nor  shall it be responsible for any change in the
exercisability  of the Rights (including the Rights becoming void pursuant to 
Section 11(a)(ii) hereof) or any adjustment in the terms of  the Rights
(including the manner, method or amount thereof  provided for in Section 3,
11, 13, 23 or 24, or the  ascertaining of the existence of facts that would
require any  such change or adjustment (except with respect to the  exercise
of Rights evidenced by Right Certificates after  actual notice that such
change or adjustment is required);  nor shall it by any act hereunder be
deemed to make any  representation or warranty as to the authorization or 
reservation of any Preferred Shares to be issued pursuant to  this Agreement
or any Right Certificate or as to whether any  Preferred Shares will, when
issued, be validly authorized and  issued, fully paid and nonassessable.

          (f)  The Company agrees that it will perform,  execute,
acknowledge and deliver or cause to be performed,  executed, acknowledged
and delivered all such further and  other acts, instruments and assurances as
may reasonably be  required by the Rights Agent for the carrying out or
performing by the Rights Agent of the provisions of this Agreement.

          (g)  The Rights Agent is hereby authorized and  directed to
accept instructions with respect to the  performance of its duties hereunder
from any one of the  Chairman of the Board, the Chief Executive Officer,
the  President, any Vice President, the Secretary or the Treasurer  of the
Company, and to apply to such officers for advice or  instructions in
connection with its duties, and it shall not be liable for any action taken or
suffered by it in good  faith in accordance with instructions of any such
officer or  for any delay in acting while waiting for those instructions.

          (h)  The Rights Agent and any stockholder, director,
officer or employee of the Rights Agent may buy, sell or  deal in any of the
Rights or other securities of the Company  or become pecuniarily interested
in any transaction in which  the Company may be interested, or contract
with or lend money  to the Company or otherwise act as fully and freely as
though  it were not Rights Agent under this Agreement.  Nothing  herein
shall preclude the Rights Agent from acting in any  other capacity for the
Company or for any other legal entity.

          (i)  The Rights Agent may execute and exercise any  of
the rights or powers hereby vested in it or perform any  duty hereunder
either itself or by or through its attorneys  or agents, and the Rights Agent
shall not be answerable or  accountable for any act, default, neglect or
misconduct of  any such attorneys or agents or for any loss to the Company 
resulting from any such act, default, neglect or misconduct,  provided
reasonable care was exercised in the selection and  continued employment
thereof.

          Section 21. Change of Rights Agent.  The Rights  Agent
or any successor Rights Agent may resign and be  discharged from its duties
under this Agreement upon 30 days'  notice in writing mailed to the
Company and to each transfer  agent of the Common Shares or Preferred
Shares by registered  or certified mail, and to the holders of the Right 
Certificates by first-class mail.  The Company may remove the  Rights
Agent or any successor Rights Agent upon 30 days'  notice in writing,
mailed to the Rights Agent or successor  Rights Agent, as the case may be,
and to each transfer agent  of the Common Shares or Preferred Shares by
registered or  certified mail, and to the holders of the Right Certificates by
first-class mail.  If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the  Company shall appoint a
successor to the Rights Agent.  If  the Company shall fail to make such
appointment within a  period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or  incapacity by
the resigning or incapacitated Rights Agent or  by the holder of a Right
Certificate (who shall, with such  notice, submit his Right Certificate for
inspection by the  Company), then the registered holder of any Right
Certificate  may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent,  whether
appointed by the Company or by such a court, shall be  a corporation
organized and doing business under the laws of  the United States or of the
State of Oklahoma (or of any other state of the United States so long as
such  corporation is authorized to do business as a banking institution in the
State of Oklahoma, in good  standing, having an office in the State of
Oklahoma, which is authorized under such laws to exercise corporate trust
or stock transfer powers and is subject to  supervision or examination by
federal or state authority and  which has at the time of its appointment as
Rights Agent a  combined capital and surplus of at least $50 million.  After 
appointment, the successor Rights Agent shall be vested with  the same
powers, rights, duties and responsibilities as if it  had been originally named
as Rights Agent without further act  or deed; but the predecessor Rights
Agent shall deliver and  transfer to the successor Rights Agent any property
at the  time held by it hereunder, and execute and deliver any  further
assurance, conveyance, act or deed necessary for the  purpose.  Not later
than the effective date of any such appointment the Company shall file
notice thereof in writing  with the predecessor Rights Agent and each
transfer agent of  the Common Shares or Preferred Shares, and mail a notice 
thereof in writing to the registered holders of the Right  Certificates.  
Failure to give any notice provided for in  this Section 21, however, or any 
defect therein, shall not  affect the legality or validity of the resignation 
or removal of the Rights Agent or the appointment of the successor  Rights 
Agent, as the case may be.

          Section 22. Issuance of New Right Certificates. 
Notwithstanding any of the provisions of this Agreement or of  the Rights to
the contrary, the Company may, at its option,  issue new Right Certificates
evidencing Rights in such form  as may be approved by its Board of
Directors to reflect any  adjustment or change in the Purchase Price and the
number or  kind or class of shares or other securities or property 
purchasable under the Right Certificates made in accordance  with the
provisions of this Agreement.

          Section 23. Redemption.  (a)  The Board of Directors of
the Company may, at its option, at any time prior to  such time as any
Person becomes an Acquiring Person, redeem  all but not less than all the
then outstanding Rights at a  redemption price of $.01 per Right,
appropriately adjusted to  reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such redemption price  being
hereinafter referred to as the "Redemption Price").  The redemption of the
Rights by the Board of Directors may be  made effective at such time, on
such basis and with such  conditions as the Board of Directors in its sole
discretion  may establish.

          (b)  Immediately upon the action of the Board of  Directors
of the Company ordering the redemption of the  Rights pursuant to
paragraph (a) of this Section 23, and  without any further action and without
any notice, the right to exercise the Rights will terminate and the only right 
thereafter of the holders of Rights shall be to receive the  Redemption Price. 
The Company shall promptly give public  notice of any such redemption;
provided, however, that the failure to give, or any defect in, any such notice
shall not affect the validity of such redemption.  Within 10 days after  such
action of the Board of Directors ordering the redemption of the Rights, the
Company shall mail a notice of redemption to all the holders of the then
outstanding Rights at their  last addresses as they appear upon the registry
books of the  Rights Agent or, prior to the Distribution Date, on the 
registry books of the transfer agent for the Common Shares.  Any notice
which is mailed in the manner herein provided  shall be deemed given,
whether or not the holder receives the  notice.  Each such notice of
redemption will state the method by which the payment of the Redemption
Price will be made.  Neither the Company nor any of its Affiliates or
Associates  may redeem, acquire or purchase for value any Rights at any 
time in any manner other than that specifically set forth in  this Section 23
or in Section 24 hereof, and other than in  connection with the purchase of
Common Shares prior to the  Distribution Date.

          Section 24. Exchange.  (a)  The board of Directors  of
the Company may, at its option, at any time after any  Person becomes an
Acquiring Person, exchange all or part of  the then outstanding and
exercisable Rights (which shall not  include Rights that have become void
pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at
an  exchange ratio of one Common Share per Right, appropriately  adjusted
to reflect any stock split, stock dividend or  similar transaction occurring
after the date hereof (such  exchange ratio being hereinafter referred to as
the "Exchange  Ratio").  Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any  time after
any Person (other than the Company, any Subsidiary  of the Company, any
employee benefit plan of the Company or  any such Subsidiary, or any
entity holding Common Shares for  or pursuant to the terms of any such
plan), together with all  Affiliates and Associates of such Person, becomes
the  Beneficial Owner of 50% or more of the Common Shares then 
outstanding.

          (b)  Immediately upon the action of the Board of  Directors
of the Company ordering the exchange of any Rights  pursuant to paragraph
(a) of this Section 24 and without any  further action and without any
notice, the right to exercise  such Rights shall terminate and the only right
thereafter of  a holder of such Rights shall be to receive that number of 
Common Shares equal to the number of such Rights held by such  holder
multiplied by the Exchange Ratio.  The Company shall  promptly give
public notice of any such exchange; provided,  however, that the failure to
give, or any defect in, such  notice shall not affect the validity of such
exchange.  The  Company promptly shall mail a notice of any such
exchange to all of the holders of such Rights at their last addresses as they
appear upon the registry books of the Rights Agent.  Any  notice which is
mailed in the manner herein provided shall be  deemed given, whether or
not the holder receives the notice.  Each such notice of exchange will state
the method by which  the exchange of the Common Shares for Rights will
be effected  and, in the event of any partial exchange, the number of Rights
which will be exchanged.  Any partial exchange shall  be effected pro rata
based on the number of Rights (other  than Rights which have become void
pursuant to the provisions  of Section 11(a)(ii) hereof) held by each holder
of Rights.

          (c)  In the event that there shall not be sufficient Common
Shares issued but not outstanding or  authorized but unissued to permit any
exchange of Rights as  contemplated in accordance with this Section 24, the
Company  shall take all such action as may be necessary to authorize 
additional Common Shares for issuance upon exchange of the  Rights.  In
the event the Company shall, after good faith  effort, be unable to take all
such action as may be necessary  to authorize such additional Common
Shares, the Company shall  substitute, for each Common Share that would
otherwise be  issuable upon exchange of a Right, a number of Preferred 
Shares or fraction thereof such that the current per share  market price of
one Preferred Share multiplied by such number  or fraction is equal to the
current per share market price of  one Common Share as of the date of
issuance of such Preferred  Shares or fraction thereof.

          (d)  The Company shall not be required to issue  fractions
of Common Shares or to distribute certificates  which evidence fractional
Common Shares.  In lieu of such  fractional Common Shares, the Company
shall pay to the  registered holders of the Right Certificates with regard to 
which such fractional Common Shares would otherwise be  issuable an
amount in cash equal to the same fraction of the  current market value of a
whole Common Share.  For the  purposes of this paragraph (d), the current
market value of a  whole Common Share shall be the closing price of a
Common Share (as determined pursuant to the second sentence of Section
11(d)(i) hereof) for the Trading Day immediately prior  to the date of
exchange pursuant to this Section 24.

          Section 25. Notice of Certain Events.  (a)  In case  the
Company shall propose (i) to pay any dividend payable in  stock of any
class to the holders of its Preferred Shares or to make any other distribution
to the holders of its  Preferred Shares (other than a regular quarterly cash 
dividend), (ii) to offer to the holders of its Preferred Shares rights or
warrants to subscribe for or to purchase any  additional Preferred Shares or
shares of stock of any class or any other securities, rights or options, (iii) 
to effect  any reclassification of its Preferred Shares (other than a 
reclassification involving only the subdivision of outstanding Preferred
Shares), (iv) to effect any consolidation or merger into or with, or to effect
any sale or other transfer  (or to permit one or more of its Subsidiaries to
effect any  sale or other transfer), in one or more transactions, of 50%  or
more of the assets or earning power of the Company and its  Subsidiaries
(taken as a whole) to, any other Person, (v) to  effect the liquidation,
dissolution or winding up of the  Company, or (vi) to declare or pay any
dividend on the Common  Shares payable in Common Shares or to effect a
subdivision,  combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Com mon
Shares), then, in each such case, the Company shall give to each holder of a
Right Certificate, in accordance with  Section 26 hereof, a notice of such
proposed action, which  shall specify the record date for the purposes of
such stock  dividend, or distribution of rights or warrants, or the date  on
which such reclassification, consolidation, merger, sale,  transfer, liquida-
tion, dissolution, or winding up is to take  place and the date of 
participation therein by the holders of  the Common Shares and/or Preferred 
Shares, if any such date  is to be fixed, and such notice shall be so given in 
the case of any action covered by clause (i) or (ii) above at least 10  days 
prior to the record date for determining holders of the  Preferred Shares for 
purposes of such action, and in the case  of any such other action, at least 
10 days prior to the date  of the taking of such proposed action or the date 
of participation therein by the holders of the Common Shares and/or Preferred
Shares, whichever shall be the earlier.

          (b)  In case the event set forth in Section  11(a)(ii) hereof
shall occur, then the Company shall as soon  as practicable thereafter give to
each holder of a Right  Certificate, in accordance with Section 26 hereof, a
notice  of the occurrence of such event, which notice shall describe  such
event and the consequences of such event to holders of  Rights under
Section 11(a)(ii) hereof.

          Section 26. Notices.  Notices or demands  authorized by
this Agreement to be given or made by the Rights Agent or by the holder of
any Right Certificate to or  on the Company shall be sufficiently given or
made if sent by  first-class mail, postage prepaid, addressed (until another 
address is filed in writing with the Rights Agent) as follows:  

               Fleming Companies, Inc.
               6301 Waterford Blvd.
               P.O. Box 26647
               Oklahoma City, Oklahoma  73126-0647

               Attention:  Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or  demand
authorized by this Agreement to be given or made by  the Company or by
the holder of any Right Certificate to or  on the Rights Agent shall be
sufficiently given or made if  sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as
follows:  

               Liberty Bank and Trust Company, N.A.
               100 North Broadway
               Oklahoma City, Oklahoma  73122
          
               Attention:  Trust Department

Notices or demands authorized by this Agreement to be given  or made by
the Company or the Rights Agent to the holder of  any Right Certificate
shall be sufficiently given or made if  sent by first-class mail, postage
prepaid, addressed to such  holder at the address of such holder as shown on
the registry  books of the Company.

          Section 27. Supplements and Amendments.  The Company may from 
time to time supplement or amend this Agreement without the approval of 
any holders of Right  Certificates in order to cure any ambiguity, to 
correct or  supplement any provision contained herein which may be 
defective or inconsistent with any other provisions herein, or to  
make any other provisions with respect to the Rights which  the
Company may deem necessary or desirable, any such supplement or
amendment to be evidenced by a writing signed by the  Company and the
Rights Agent; provided, however, that from  and after such time as any
Person becomes an Acquiring  Person, this Agreement shall not be amended
in any manner  which would adversely affect the interests of the holders of 
Rights.  Without limiting the foregoing, the Company may at  any time prior
to such time as any Person becomes an Acquiring Person amend this
Agreement to lower the thresholds set  forth in Sections l(a) and 3(a) to not
less than the greater  of (i) the sum of .001% and the largest percentage of
the outstanding Common Shares then known by the Company to be
Beneficially Owned by any Person (other than the Company, any 
Subsidiary of the Company, any employee benefit plan of the  Company or
any Subsidiary of the Company, or any entity holding Common Shares for
or pursuant to the terms of any such  plan) and (ii) 10%.

          Section 28.  Successors.  All the covenants and  provisions of
this Agreement by or for the benefit of the Company or the Rights Agent
shall bind and inure to the benefit of their respective successors and assigns
hereunder.

          Section 29.  Benefits of this Agreement.  Nothing
in this Agreement shall be construed to give to any person or corporation
other than the Company, the Rights Agent and the registered holders of the
Right Certificates (and, prior to the Distribution Date, the Common Shares)
any legal or equitable right, remedy or claim under this Agreement; but this
agreement shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior
to the Distribution Date, the Common Shares).

          Section 30. Severability.  If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.

          Section 31.  Governing Law.  This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Oklahoma and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
made and performed entirely within such State.

          Section 32.  Counterparts.  This Agreement may be executed
in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

          Section 33.  Descriptive Headings.  Descriptive headings of
the several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested, all as of the day and year first
above written.

                              FLEMING COMPANIES, INC.

Attest:

DAVID R. ALMOND               ROBERT E. STAUTH

David R. Almond               Robert E. Stauth, Chairman and
Senior Vice President,        Chief Executive Officer
General Counsel and
Secretary


                              LIBERTY BANK AND TRUST
                              COMPANY OF OKLAHOMA
                              CITY, N.A.
Attest:

DEE ANNA M. SCHMIDT            JOHN H. BROWN

Dee Anna M. Schmidt           John H. Brown,
Assistant Secretary           Senior Vice President



                                                      Exhibit A



                             FORM
                              of
                  CERTIFICATE OF DESIGNATIONS
                              of
         SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                             of  
                    FLEMING COMPANIES, INC.

               (Pursuant to Section 1032 of the
               Oklahoma General Corporation Law)

              __________________________________


          Fleming Companies, Inc., a corporation organized and
existing under the General Corporation Law of the State of Oklahoma
(hereinafter called the "Corporation"), hereby certifies that the following
resolution was adopted by the Board of Directors of the Corporation as
required by Section 1032 of the General Corporation Law at a meeting duly
called and held on February 27, 1996:  

          RESOLVED, that pursuant to the authority granted to and
vested in the Board of Directors of this Corporation (hereinafter called the
"Board of Directors" or the "Board") in accordance with the provisions of
the Certificate of Incorporation, the Board of Directors hereby creates a
series of Preferred Stock, par value $.01 per share (the "Preferred Stock"), 
of the Corporation and hereby states the designation and number of shares, and
fixes the relative rights, preferences, and limitations thereof as follows:

        Series A Junior Participating Preferred Stock:

          Section 1.  Designation and Amount.  The shares of such
series shall be designated as "Series A Junior Participating Preferred Stock"
(the "Series A Preferred Stock") and the number of shares constituting the
Series A Preferred Stock shall be 400,000.  Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided,
that no decrease shall reduce the number of shares of Series A Preferred
Stock to a number less than the number of shares then outstanding plus the
number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding
securities issued by the Corporation convertible into Series A Preferred
Stock.

          Section 2.  Dividends and Distributions.

               (A)  Subject to the rights of the holders of any
          shares of any series of Preferred Stock (or any similar stock)
          ranking prior and superior to the Series A Preferred Stock
          with respect to dividends, the holders of shares of Series A
          Preferred Stock, in preference to the holders of Common
          Stock, par value $2.50 per share (the "Common Stock"), of
          the Corporation, and of any other junior stock, shall be
          entitled to receive, when, as and if declared by the Board of
          Directors out of funds legally available for the purpose,
          quarterly dividends payable in cash on the first day of March,
          June, September and December in each year (each such date
          being referred to herein as a "Quarterly Dividend Payment
          Date"), commencing on the first Quarterly Dividend Payment
          Date after the first issuance of a share or fraction of a share
          of Series A Preferred Stock, in an amount per share (rounded
          to the nearest cent) equal to the greater of (a) $1 or (b)
          subject to the provision for adjustment hereinafter set forth,
          100 times the aggregate per share amount of all cash
          dividends, and 100 times the aggregate per share amount
          (payable in kind) of all non-cash dividends or other
          distributions, other than a dividend payable in shares of
          Common Stock or a subdivision of the outstanding shares of
          Common Stock (by reclassification or otherwise), declared on
          the Common Stock since the immediately preceding Quarterly
          Dividend Payment Date or, with respect to the first Quarterly
          Dividend Payment Date, since the first issuance of any share
          or fraction of a share of Series A Preferred Stock.  In the
          event the Corporation shall at any time declare or pay any
          dividend on the Common Stock payable in shares of Common
          Stock, or effect a subdivision or combination or consolidation
          of the outstanding shares of Common Stock (by reclassification 
          or otherwise than by payment of a dividend in shares of 
          Common Stock) into a greater or lesser number of
          shares of Common Stock, then in each such case the amount
          to which holders of shares of Series A Preferred Stock were
          entitled immediately prior to such event under clause (b) of
          the preceding sentence shall be adjusted by multiplying such
          amount by a fraction, the numerator of which is the number
          of shares of Common Stock outstanding immediately after
          such event and the denominator of which is the number of
          shares of Common Stock that were outstanding immediately
          prior to such event.

               (B)  The Corporation shall declare a dividend or
          distribution on the Series A Preferred Stock as provided in
          paragraph (A) of this Section immediately after it declares a
          dividend or distribution on the Common Stock (other than a
          dividend payable in shares of Common Stock); provided that,
          in the event no dividend or distribution shall have been
          declared on the Common Stock during the period between any
          Quarterly Dividend Payment Date and the next subsequent
          Quarterly Dividend Payment Date, a dividend of $1 per share
          on the Series A Preferred Stock shall nevertheless be payable
          on such subsequent Quarterly Dividend Payment Date.

               (C)  Dividends shall begin to accrue and be
          cumulative on outstanding shares of Series A Preferred Stock
          from the Quarterly Dividend Payment Date next preceding the
          date of issue of such shares, unless the date of issue of such
          shares is prior to the record date for the first Quarterly
          Dividend Payment Date, in which case dividends on such
          shares shall begin to accrue from the date of issue of such
          shares, or unless the date of issue is a Quarterly Dividend
          Payment Date or is a date after the record date for the
          determination of holders of shares of Series A Preferred Stock
          entitled to receive a quarterly dividend and before such
          Quarterly Dividend Payment Date, in either of which events
          such dividends shall begin to accrue and be cumulative from
          such Quarterly Dividend Payment Date.  Accrued but unpaid
          dividends shall not bear interest.  Dividends paid on the
          shares of Series A Preferred Stock in an amount less than the
          total amount of such dividends at the time accrued and
          payable on such shares shall be allocated pro rata on a
          share-by-share basis among all such shares at the time
          outstanding.  The Board of Directors may fix a record date
          for the determination of holders of shares of Series A
          Preferred Stock entitled to receive payment of a dividend or
          distribution declared thereon, which record date shall be not
          more than 60 days prior to the date fixed for the payment
          thereof.

          Section 3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

               (A)  Subject to the provision for adjustment hereinafter
          set forth, each share of Series A Preferred Stock shall entitle
          the holder thereof to 100 votes on all matters submitted to a
          vote of the stockholders of the Corporation.  In the event the
          Corporation shall at any time declare or pay any dividend on
          the Common Stock payable in shares of Common Stock, or
          effect a subdivision or combination or consolidation of the
          outstanding shares of Common Stock (by reclassification or
          otherwise than by payment of a dividend in shares of
          Common Stock) into a greater or lesser number of shares of
          Common Stock, then in each such case the number of votes
          per share to which holders of shares of Series A Preferred
          Stock were entitled immediately prior to such event shall be
          adjusted by multiplying such number by a fraction, the
          numerator of which is the number of shares of Common
          Stock outstanding immediately after such event and the
          denominator of which is the number of shares of Common
          Stock that were outstanding immediately prior to such event.

               (B)  Except as otherwise provided herein, in any
          other Certificate of Designations creating a series of Preferred
          Stock or any similar stock, or by law, the holders of shares of
          Series A Preferred Stock and the holders of shares of
          Common Stock and any other capital stock of the Corporation
          having general voting rights shall vote together as one class
          on all matters submitted to a vote of stockholders of the
          Corporation.

               (C)  Except as set forth herein, or as otherwise
          provided by law, holders of Series A Preferred Stock shall
          have no special voting rights and their consent shall not be
          required (except to the extent they are entitled to vote with
          holders of Common Stock as set forth herein) for taking any
          corporate action.

          Section 4.  Certain Restrictions.

               (A)  Whenever quarterly dividends or other
          dividends or distributions payable on the Series A Preferred
          Stock as provided in Section 2 are in arrears, thereafter and
          until all accrued and unpaid dividends and distributions,
          whether or not declared, on shares of Series A Preferred
          Stock outstanding shall have been paid in full, the
          Corporation shall not:

                    (i)  declare or pay dividends, or make any
               other distributions, on any shares of stock ranking
               junior (either as to dividends or upon liquidation,
               dissolution or winding up) to the Series A Preferred
               Stock;

                    (ii) declare or pay dividends, or make any
               other distributions, on any shares of stock ranking on a
               parity (either as to dividends or upon liquidation,
               dissolution or winding up) with the Series A Preferred
               Stock, except dividends paid ratably on the Series A
               Preferred Stock and all such parity stock on which
               dividends are payable or in arrears in proportion to the
               total amounts to which the holders of all such shares
               are then entitled;

                    (iii) redeem or purchase or otherwise acquire
               for consideration shares of any stock ranking junior
               (either as to dividends or upon liquidation, dissolution
               or winding up) to the Series A Preferred Stock,
               provided that the Corporation may at any time redeem,
               purchase or otherwise acquire shares of any such
               junior stock in exchange for shares of any stock of the
               Corporation ranking junior (either as to dividends or
               upon dissolution, liquidation or winding up) to the
               Series A Preferred Stock; or

                    (iv) redeem or purchase or otherwise acquire
               for consideration any shares of Series A Preferred
               Stock, or any shares of stock ranking on a parity with
               the Series A Preferred Stock, except in accordance
               with a purchase offer made in writing or by
               publication (as determined by the Board of Directors)
               to all holders of such shares upon such terms as the
               Board of Directors, after consideration of the
               respective annual dividend rates and other relative
               rights and preferences of the respective series and
               classes, shall determine in good faith will result in fair
               and equitable treatment among the respective series or
               classes.

               (B)  The Corporation shall not permit any subsidiary
          of the Corporation to purchase or otherwise acquire for
          consideration any shares of stock of the Corporation unless
          the Corporation could, under paragraph (A) of this Section 4,
          purchase or otherwise acquire such shares at such time and in
          such manner.

          Section 5.  Reacquired Shares.  Any shares of Series A
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof.  All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Certificate of Incorporation,
or in any other Certificate of Designations creating a series of Preferred
Stock or any similar stock or as otherwise required by law.

          Section 6.  Liquidation, Dissolution or Winding Up.  Upon
any liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (1) to the holders of shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the holders of shares of
Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount to be distributed per share to holders of
shares of Common Stock, or (2) to the holders of shares of stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Stock, except distributions made ratably on
the Series A Preferred Stock and all such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up.  In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the aggregate amount to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event
under the proviso in clause (1) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

          Section 7.  Consolidation, Merger, etc.  In case the
Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property, then
in any such case each share of Series A Preferred Stock shall at the same
time be similarly exchanged or changed into an amount per share, subject to
the provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged.  In the event the Corporation shall
at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of shares of Series A Preferred Stock
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.

          Section 8.  No Redemption.  The shares of Series A Preferred
Stock shall not be redeemable.

          Section 9.  Rank.  The Series A Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of assets,
junior to all series of any other class of the Corporation's Preferred Stock.

          Section 10.  Amendment.  The Certificate of Incorporation of
the Corporation shall not be amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A
Preferred Stock so as to affect them adversely without the affirmative vote
of the holders of at least two-thirds of the outstanding shares of Series A
Preferred Stock, voting together as a single class.

          IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Corporation by its Chairman of the Board and
attested by its Secretary this ____ day of ____________, 1996.

                             
                              ___________________________________
                              Chairman of the Board

Attest:


______________________________
Secretary


                                                      Exhibit B







                   Form of Right Certificate


Certificate No. R-____________                   _______ Rights


          NOT EXERCISABLE AFTER JULY 5, 2006 OR EARLIER
          IF REDEMPTION OR EXCHANGE OCCURS.  THE
          RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER
          RIGHT AND TO EXCHANGE ON THE TERMS SET
          FORTH IN THE RIGHTS AGREEMENT.


                       Right Certificate

                    FLEMING COMPANIES, INC.


          This certifies that ___________________, or registered
assigns, is the registered owner of the number of Rights set forth above,
each of which entitles the owner thereof, subject to the terms, provisions and
conditions of the Rights Agreement, dated as of February 27, 1996 and
effective as of the close of business on July 6, 1996 (the "Rights
Agreement"), between Fleming Companies, Inc., an Oklahoma corporation
(the "Company"), and Liberty Bank and Trust Company of Oklahoma City,
N.A. (the "Rights Agent"), to purchase from the Company at any time after
the Distribution Date (as such term is defined in the Rights Agreement) and
prior to 5:00 P.M., Oklahoma City time, on July 5, 2006 at the principal
office of the Rights Agent, or at the office of its successor as Rights Agent,
one one-hundredth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), of the Company, at a purchase price of $_________ per one
one-hundredth of a Preferred Share (the "Purchase Price"), upon presentation
and surrender of this Right Certificate with the Form of Election to Purchase
duly executed.  The number of Rights evidenced by this Right Certificate
(and the number of one one-hundredths of a Preferred Share which may be
purchased upon exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of July 6, 1996, based on
the Preferred Shares as constituted at such date.  As provided in the Rights
Agreement, the Purchase Price and the number of one one-hundredths of a
Preferred Share which may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.

          This Right Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part
hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of
the Right Certificates.  Copies of the Rights Agreement are on file at the
principal executive offices of the Company and the above-mentioned offices
of the Rights Agent.

          This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the Rights Agent, may
be exchanged for another Right Certificate or Right Certificates of like tenor
and date evidencing Rights entitling the holder to purchase a like aggregate
number of Preferred Shares as the Rights evidenced by the Right Certificate
or Right Certificates surrendered shall have entitled such holder to purchase. 
If this Right Certificate shall be exercised in part, the holder shall be 
entitled to receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.

          Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at a
redemption price of $.01 per Right or (ii) may be exchanged in whole or in
part for Preferred Shares or shares of the Company's Common Stock, par
value $2.50 per share.

          No fractional Preferred Shares will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which
are integral multiples of one one-hundredth of a Preferred Share, which may,
at the election of the Company, be evidenced by depositary receipts), but in
lieu thereof a cash payment will be made, as provided in the Rights
Agreement.

          No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such,
any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights Agreement.

          This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

          WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.  Dated as of February 27, 1996.


                              FLEMING COMPANIES, INC.
ATTEST:


____________________________  By_________________________________


Countersigned:

LIBERTY BANK AND TRUST COMPANY
OF OKLAHOMA CITY, N.A.


By__________________________
    Authorized Signature


           Form of Reverse Side of Right Certificate


                      FORM OF ASSIGNMENT


       (To be executed by the registered holder if such
      holder desires to transfer the Right Certificate.)


          FOR VALUE RECEIVED ___________________________
hereby sells, assigns and transfers unto _____________________________
_______________________________________________________________
          (Please print name and address of transferee)
_______________________________________________________________
this Right Certificate, together with all right, title and interest therein, 
and does hereby irrevocably constitute and appoint ____________________
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.


Dated:  ____________________, 199_
                              
                              ___________________________________
                              Signature


Signature Guaranteed:

          Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States.

- -----------------------------------------------------------------

          The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement).

                              
                              ___________________________________
                              Signature

- -----------------------------------------------------------------



          Form of Reverse Side of Right Certificate -- continued

                 FORM OF ELECTION TO PURCHASE

         (To be executed if holder desires to exercise
         Rights represented by the Right Certificate.)


To:       FLEMING COMPANIES, INC.

          The undersigned hereby irrevocably elects to exercise
____________________ Rights represented by this Right Certificate to
purchase the Preferred Shares issuable upon the exercise of such Rights and
requests that certificates for such Preferred Shares be issued in the name of:

Please insert social security 
or other identifying number

_______________________________________________________________
                (Please print name and address)
_______________________________________________________________

If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security 
or other identifying number

_______________________________________________________________
                (Please print name and address)
_______________________________________________________________

Dated:  _________________, 199_


                              
                              ___________________________________
                              Signature

Signature Guaranteed:

          Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States.


    Form of Reverse Side of Right Certificate -- continued

- -----------------------------------------------------------------


          The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement).


                              
                              ___________________________________
                              Signature

- -----------------------------------------------------------------


                            NOTICE

          The signature in the Form of Assignment or Form of Election
to Purchase, as the case may be, must conform to the name as written upon
the face of this Right Certificate in every particular, without alteration or
enlargement or any change whatsoever.

          In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial
owner of the Rights evidenced by this Right Certificate to be an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement) and such Assignment or Election to Purchase will not be
honored.



                                                      Exhibit C


                 SUMMARY OF RIGHTS TO PURCHASE
                       PREFERRED SHARES


          On June __, 1996, the Board of Directors of Fleming
Companies, Inc.  (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common
stock, par value $2.50 per share (the "Common Shares"), of the Company. 
The dividend is payable on July 8, 1996 (the "Record Date") to the
stockholders of record on that date.  Each Right entitles the registered 
holder to purchase from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), of the Company at a price of $75.00 per one one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment.  The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Liberty Bank and Trust
Company of Oklahoma City, N.A., as Rights Agent (the "Rights Agent").

          Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 20% or more of
the outstanding Common Shares or (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of 20% or more of the
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of 
the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate with a copy of this Summary of Rights attached
thereto.

          The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares.  Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement
by reference.  Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate.  As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as
of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.

          The Rights are not exercisable until the Distribution Date. 
The Rights will expire on July 5, 2006 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case, as described below.

          The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or reclassifi-
cation of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then current market price of the
Preferred Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic
cash dividends paid out of earnings or retained earnings or dividends
payable in Preferred Shares) or of subscription rights or warrants (other 
than those referred to above).

          The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in Common
Shares or subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the Distribution Date.

          Preferred Shares purchasable upon exercise of the Rights will
not be redeemable.  Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled
to an aggregate dividend of 100 times the dividend declared per Common
Share.  In the event of liquidation, the holders of the Preferred Shares will
be entitled to a minimum preferential liquidation payment of $100 per share
but will be entitled to an aggregate payment of 100 times the payment made
per Common Share.  Each Preferred Share will have 100 votes, voting
together with the Common Shares.  Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged,
each Preferred Share will be entitled to receive 100 times the amount
received per Common Share.  These rights are protected by customary
antidilution provisions.

          Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate
the value of one Common Share.

          In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its consolidated
assets or earning power are sold after a person or group has become an
Acquiring Person, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of
common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right.  In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so
that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares having a
market value of two times the exercise price of the Right.

          At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more
of the outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or group
which will have become void), in whole or in part, at an exchange ratio of
one Common Share, or one one-hundredth of a Preferred Share (or of a
share of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges), per Right (subject to adjustment).

          With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price.  No fractional Preferred Shares will be
issued (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of exercise.

          At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of
the outstanding Common Shares, the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price").  The redemption of the Rights may be made
effective at such time on such basis with such conditions as the Board of
Directors in its sole discretion may establish.  Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption
Price.

          The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower certain thresholds described above to not
less than the greater of (i) the sum of .001% and the largest percentage of
the outstanding Common Shares then known to the Company to be
beneficially owned by any person or group of affiliated or associated persons
and (ii) 10%, except that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.

          Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.

          A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration
Statement on Form 8-A.  A copy of the Rights Agreement is available 
free of charge from the Company.  This summary description of the 
Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.