FILED PURSUANT TO RULE 424(b)(3)



                     FLEMING COMPANIES, INC.
           DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

                PROSPECTUS SUPPLEMENT NUMBER 1 TO
                PROSPECTUS DATED OCTOBER 28, 1994


Effective June 21, 1999, First Chicago Trust Company of New York,
a division of EquiServe, began serving Fleming shareholders as
administrator of the Fleming Companies, Inc. Dividend Reinvestment
and Stock Purchase Plan.  First Chicago Trust also serves as the
Company's new transfer agent, registrar and dividend disbursing agent.

Participants in the Fleming Companies, Inc. Dividend Reinvestment
and Stock Purchase Plan should send authorization forms, optional
payments, notices of withdrawal and other communications directly
to First Chicago Trust.  In addition, all checks or money orders,
in U.S. dollars, should be made payable to "First Chicago - Fleming
Companies, Inc."

     o    Correspondence
               First Chicago Trust Company
               P. O. Box 2598
               Jersey City, NJ  07303-2598

     o    Optional Payments
               First Chicago Trust Company
               P. O. Box 13531
               Newark, NJ  07188-0001

     o    Telephone Inquiries:  1-800-317-4445

          Service representatives are available at the toll free
number above Monday through Friday, 8:30 a.m to 7:00 p.m., Eastern
Time.  Automated telephone service is available 24 hours a day, 7
days a week.

     o    TDD telephone number for the hearing impaired:   1-201-222-4955

     o    Internet Address:  http://www.equiserve.com
          E-mail Address:    equiserve@em.equiserve.com


          The date of this Prospectus Supplement is August 24, 1999.