Fleming Companies, Inc.
             6301 Waterford Boulevard, P. O. Box 26647
              Oklahoma City, OK  73126 (405) 840-7290

David R. Almond
Senior Vice President
General Counsel and Secretary




                          April 11, 1997



SENT BY FACSIMILE - NO. (301) 718-2252


Mr. Mark Brockway
Institutional Shareholder Services
7200 Wisconsin Avenue
Suite 1001
Bethesda, MD  20814

Dear Mark:

As   we   discussed   this   morning,  Fleming  urges  ISS  to  change  its
recommendation on Shareholder Proposal No. 4 in the Fleming Proxy Statement
circulated  in  anticipation  of   its   April  30,  1997  annual  meeting.
Alternatively, we urge that no recommendation  be  made  but be withheld in
light  of  the uncertainties we discussed.  In any event, enclosed  is  the
Fleming response  which  I  would  appreciate  your  including in the Proxy
Analysis should no change be made in the recommendation.   Please  call  if
you have any questions.  Thank you for your consideration.  Best wishes.

                                 Very truly yours,

                                 DAVID R. ALMOND

                                 David R. Almond

DRA:er
Enclosure



The foregoing is filed pursuant to Rule 14a-6(b) and was first furnished to
securityholders on April 11, 1997.

                         RESPONSE TO THE
           INSTITUTIONAL SHAREHOLDER SERVICES ANALYSIS
                         OF PROPOSAL NO. 4


          Fleming  respectfully  submits  that  the  ISS  analysis does not
properly address several important flaws in the IBT Proposal.
          (1)  In the face of an unexpected hostile tender  offer,  at  the
time when the board should be exercising its fiduciary duty for the maximum
benefit  of  the  stockholders, it may be deprived of use of a rights plan,
universally recognized  to  be the most effective tool to cause a raider to
negotiate with the board and  to  give  the board adequate time to evaluate
alternatives, to ensure that all stockholders  obtain  the  very best deal.
This  would occur because of the likelihood that the board would  not  have
enough  time  to  convene a special meeting of stockholders to consider the
adoption of a rights  plan  in the face of an unexpected tender offer.  The
tender offer could well be over  before  a meeting could be convened, given
the  time required to prepare, file and circulate  a  proxy  statement  for
shareholder action.

          (2)  The  vague  language  of the proposed bylaw amendment is not
"specific   enough",  as  ISS  simply  concludes,   but   is   subject   to
interpretation that could impair the company's ability to enter into normal
credit arrangements  or  to  conduct  any  number  of  other garden-variety
corporate activities, such as issuing stock option agreements and severance
agreements with change of control features.  One commentator  has suggested
that   the   bylaw   "poses   difficult   problems  of  interpretation  and
application."

          (3)  Observers   have  questioned  whether   the   court   ruling
underlying the bylaw proposal will survive on appeal.

          (4)  Given the uncertainties  described above, the board believes
it has adopted a much more rational approach  to  resolving  the issue.  It
has dismantled the existing rights plan and committed not to adopt  another
except  in the face of a hostile takeover threat.  In that case, any action
by the board  will  be  subject  to heightened court scrutiny under the law
that would preclude any action not  reasonable  in  relation  to the threat
posed  by  the hostile raider.  The company believes its approach  is  much
more reasonable  than the ill-conceived proposal which is likely to lead to
uncertainty and confusion no matter what subsequently occurs.

          FOR THESE REASONS AND THOSE SET FORTH IN THE PROXY STATEMENT, THE
BOARD OF DIRECTORS  OF  FLEMING  STRONGLY RECOMMENDS A VOTE AGAINST THE IBT
PROPOSAL.



The foregoing is filed pursuant to Rule 14a-6(b) and was first furnished to
securityholders on April 11, 1997.

                      Fleming Companies, Inc.
             6301 Waterford Boulevard, P. O. Box 26647
              Oklahoma City, OK  73126 (405) 840-7290

David R. Almond
Senior Vice President
General Counsel and Secretary


Letter designed to go to certain shareholders.

[Date]

[Addressee]

Dear [Addressee]:

I am writing on behalf of Fleming  to  seek your vote against Proposal 4 in
the proxy materials sent to you in connection  with the forthcoming meeting
of stockholders on April 30, 1997.

That  proposal was offered by the International Brotherhood  of  Teamsters,
which reports  that  it owns 65 shares of Fleming common stock.  In essence
it calls for an addition  to  the  company's  bylaws  that would compel the
redemption of any shareholder rights plan or any other  form of poison pill
"which  is  designed  to or has the effect of making acquisition  of  large
holdings of the Corporation's  shares of stock more difficult or expensive"
unless such a plan is first approved by the stockholders.

Fleming opposes that proposal and  hopes you will vote against it.  Fleming
has a shareholder rights plan which  its  board has terminated effective as
of April 30, 1997.  The board has reserved the right to adopt a new similar
plan  in the future only when and if confronted  with  a  hostile  takeover
threat  in  which  case  it  will  be  held  to a higher standard which, in
essence, requires that such action in such circumstances must be reasonable
in relation to the threat posed.

We believe the Teamsters' proposal is contrary  to  Oklahoma (and Delaware)
corporation law because the authority for such action  is  assigned  to the
directors  and  not  the  stockholders.   That issue is currently on appeal
before the United States Tenth Circuit Court of Appeals in Denver.

As  stated in the proxy statement, Fleming has  serious  concern  that  the
effect  of  the  bylaw,  which  is  mandatory, would preclude the company's
ability to convene a meeting of stockholders  in  the  face  of  a  hostile
takeover  attempt  because  of  the  time  requirements  to  convene such a
meeting.  Before a meeting could be held, a hostile tender offer might well
be  concluded  and  render  such  a  meeting meaningless thus exposing  the
company's shareholders to the worst abuses  of a hostile raider without the
benefit of the protection of a shareholder rights  plan which, if in place,
would compel the raider to negotiate with the board  and allow the board to
obtain the very best price for the company's stockholders.

The company is also very concerned about the vagueness  of  the  Teamsters'
proposed  bylaw.   It  places  in  doubt the viability of a host of company
activities, such as its ability to borrow  money  under conventional credit
agreements containing certain "change of control" features.

We  enclose  an  article  published by Lawrence Hamermesh  which  addresses
specifically some of the problems  with the Teamsters' proposal.  I commend
to you especially the portion of the  article beginning with the first full
paragraph on page 990.

In  conclusion,  the  company  believes the  Teamsters'  proposal  is  ill-
conceived  and  not in the best interest  of  the  company's  stockholders.
Accordingly, we ask  you  to  cast  your votes against the proposal.  Thank
you.

                                   Very truly yours,

                                   DAVID R. ALMOND

                                   David R. Almond

DRA:er
Enclosure



The foregoing is filed pursuant to Rule 14a-6(b) and was first furnished to
securityholders on April 11, 1997.