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


                             June 23, 1997
                             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  28,  1997,  Furr's Supermarkets of Albuquerque, New
Mexico ("Furr's"), filed suit against  Fleming.  Furr's  was  the company's 
largest customer  in 1996 and  Fleming  owns  a  35% equity interest in the 
grocery chain.  The lawsuit claims that Fleming  intentionally  overcharged
Furr's  for  products  and alleges  various  causes  of  action.   Prior to 
filing the lawsuit, Furr's was  seeking  to  exercise  the  competitiveness
clause  of  its  10-year supply  contract  with  Fleming,  which expires in 
2001.  Fleming  has reviewed  and  rejected  Furr's  purported  competitive
bid  as  not  qualifying  under  the supply contract.   Disputes  involving
the  competitiveness  clause  are currently  subject to  arbitration.   See
the company's quarterly report on Form 10-Q  for  the  16-week period ended 
April 19, 1997.

          On  June  23,  1997, Furr's  took steps to seek court approval to
amend its complaint against Fleming.  The  amended  complaint  will contain
allegations of federal RICO violations and other claims  seeking damages in
excess of $75 million.

          Fleming   believes   it   has  substantially  complied  with  its
obligations to Furr's in good faith,  and Fleming continues to serve Furr's
stores.  Although Fleming believes Furr's allegations are without merit and
will  vigorously  defend  its  interests, an  unfavorable  outcome  in  the
litigation, or the loss of Furr's  business  for  any  reason, could have a
material adverse effect on Fleming.



                         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
                              By:     Kevin J. Twomey
                                      Vice President - Controller


Date: June 24, 1997