FORM 8-A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                            __________________

                                     

             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR (g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


                        Fleming Companies, Inc.                
        (Exact name of registrant as specified in its charter)


          Oklahoma                               48-0222760      
(State of incorporation or organization)        (IRS Employer
                                             Identification No.)

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


Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class            Name of each exchange on which
     to be so registered            each class is to be registered
     -------------------            ------------------------------

Common Stock Purchase Rights        New York Stock Exchange      
                                    Chicago Stock Exchange       
                                    Pacific Stock Exchange       

If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Introduction A(c)(1), please check the following box.  [  ]

If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Introduction A(c)(2),
please check the following box.  [  ]

Securities to be registered pursuant to Section 12(g) of the Act:


                              None                                
                       (Title of Class)

Item 1.   Description of Securities

          On June 18, 1996 the Board of Directors of Fleming
Companies, Inc., an Oklahoma corporation (the "Company" or the
"Registrant"), declared a dividend distribution of one Right for
each outstanding share of common stock, par/value $2.50 per share
(the "Common Stock"), of the Company to stockholders of record at
the close of business on July 8, 1996 (the "Record 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 ("Series A Preferred Stock") at a purchase price of
$75.00, subject to adjustment in certain circumstances. The
description and terms of the Rights are set forth in a Rights
Agreement, dated as of February 27, 1996 and effective as of the
close of business on July 6, 1996 (the "Rights Agreement"), between
the Company and Liberty Bank and Trust Company of Oklahoma City,
N.A., as Rights Agent.

          Initially, the Rights will be attached to the
certificates representing outstanding shares of Common Stock, and
no separate Right Certificates evidencing the Rights will be
distributed.  The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier to occur of (i) ten
days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of
20% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) ten (10) business days (or such later
date as may be determined by the Board prior to a person or group
acquiring 20% or more of the Common Stock) following the
commencement of a tender offer or exchange offer that would result
in a person or group beneficially owning 20% or more of the
outstanding shares of Common Stock.  Until the Distribution Date,
(i) the Rights will be evidenced by and will be transferred with
and only with such Common Stock certificates, (ii) new Common Stock
certificates issued after the Record Date upon transfer or new
issuance of the Common Stock will contain a legend incorporating
the Rights Agreement by reference and (iii) the surrender for
transfer of any Certificate for Common Stock will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate.  As soon as practicable following
the Distribution Date, Rights Certificates will be mailed to
holders of record of the Common Stock as of the close of business
on the Distribution Date and, thereafter, such separate Right
Certificates alone will evidence the Rights.

          The Rights are not exercisable until the Distribution
Date and will expire at the close of business on July 5, 2006,
unless earlier redeemed by the Company as described below.  After
the Distribution Date, each right not owned by an Acquiring Person
entitles the registered holder to purchase one one-hundredth of a
share of Series A Preferred Stock at a purchase price of $75.00,
subject to adjustment in certain circumstances.  Holders of the
Series A Preferred Stock will be entitled to receive cumulative
quarterly dividends in an amount per share equal to the greater of
$1 or 100 times the aggregate per share amount of all dividends
(other than stock dividends) declared on the Common Stock since the
first issuance of Series A Preferred Stock.  Holders of the Series
A Preferred Stock will be entitled to 100 votes per share (subject
to adjustment to prevent dilution) on all matters submitted to a
vote of the stockholders.  

          The Series A Preferred Stock is neither redeemable nor
convertible.  Before the holders of the Common Stock or any other
junior stock receive any liquidating distributions, the holders of
shares of Series A Preferred Stock are entitled to a  liquidation
preference from available assets of Registrant of $100 per share,
plus accrued and unpaid dividends, but in any event such holders
are entitled to receive an aggregate distribution per share which
is equal to 100 times the aggregate amount to be distributed per
share of the Common Stock, subject to adjustment to prevent
dilution.

          After a person becomes an Acquiring Person, each right
not beneficially owned by an Acquiring Person entitles its holder
to purchase, in lieu of Series A Preferred Stock, Common Stock
having a value equal to two times the exercise price of the right
($75.00, subject to adjustment to prevent dilution).

          If certain business combinations occur, the rights
entitle the holder to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise
price of the right instead of Common Stock of the Registrant.

          Following the acquisition by a person or group of 20% or
more of the Common Stock, but only prior to the acquisition by a
person or group of 50% or more of the Common Stock, the Board of
Directors may exchange the Rights (other than the Rights held by
such person or group, in whole or in part) for one share of Common
Stock (or one one-hundredth of a share of Series A Preferred
Stock).

          The Board of Directors may vote to redeem the Rights at
a price of $0.01 per Right at any time prior to the acquisition by
a person or group of beneficial ownership of 20% or more of the
Common Stock.  The redemption of Rights 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.  Upon proper action
of the Board of Directors, the rights will terminate and the
holders of rights will be entitled to receive only $.01 redemption
price.

          Until a right is exercised, the holder thereof, as such,
has no rights as a stockholder.  While the distribution of the
rights will not be taxable to shareholders or to Registrant,
shareholders may, depending upon the circumstances, recognize
taxable income in the event that the rights become exercisable for
the Common Stock or for common stock of the Acquiring Person as set
forth above.

          The provisions of the Rights Agreement may be amended by
the Board of Directors of Registrant from time to time in any
manner prior to the acquisition by a person or group of beneficial
ownership of 20% of the Common Stock.

          The Rights have certain anti-takeover effects.  However,
the Rights should not interfere with any merger or other business
combination approved by the Board of Directors.

          The Rights Agreement between the Company and Liberty Bank
and Trust Company of Oklahoma City, N.A. specifying the terms of
the Rights, which includes as Exhibit A the Certificate of
Designations and as Exhibit B the form of Right Certificate and is
incorporated herein by reference.  The foregoing description of the
Rights is qualified by reference to such.

Item 2.   Exhibits.

          1    Rights Agreement dated as of February 27, 1996 and
               effective as of the closing of business on July 6
               1996, between Fleming Companies, Inc. and Liberty
               Bank and Trust Company of Oklahoma City, N.A. which
               includes as Exhibit A the Certificate of
               Designations and Exhibit B the form of Right
               Certificate.  (Incorporated by reference to the
               Company's Current Report on Form 8-K dated February
               27, 1996.)

                                SIGNATURE                          

          Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

                              FLEMING COMPANIES, INC.


                              By:  DAVID R. ALMOND

                                   David R. Almond
                                   Senior Vice President, General
                                   Counsel and Secretary

Date:   June 21, 1996