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


                        December 6, 1999
                         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         (Commission           (IRS Employer
       juris-             File Number)       Identification No.)
     diction of
   incorporation)


               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.

The  press  release of Fleming Companies, Inc. dated December  6,
1999, filed herewith as Exhibit 99.1 announcing the departure  of
John Standley and certain finance and accounting  promotions   is
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

     (c)  Exhibits

          99.1 Press  Release issued December 6, 1999  announcing
               the departure of John Standley and certain finance
               and accounting promotions.



                           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 TWOMEY
                                   Kevin Twomey
                                   Senior Vice President, Finance
                                   and Controller

Date:  December 6, 1999



                             EXHIBIT INDEX



Exhibit
No.        Description                       Method of Filing
- -------    -----------                       ----------------
                                       
99.1       Press Release issued December     Filed herewith electronically
           6, 1999 announcing the
           departure of John Standley
           and certain finance and
           accounting promotions

EX-99

             FLEMING ANNOUNCES DEPARTURE OF JOHN STANDLEY;
                 FINANCE AND ACCOUNTING PROMOTIONS MADE


Oklahoma  City,  December 6, 1999 - Fleming (NYSE: FLM)  announced
today  that  John  Standley, after much thought,  has  decided  to
accept  a  position  with Rite Aid Corporation as  Executive  Vice
President  and  Chief  Financial  Officer.  Several  of  the   new
executives  being  assembled for Rite Aid  Corporation,  including
John Standley, have worked together in the past.

      "It is with sincere regret that I will be leaving Fleming as
Executive  Vice President and Chief Financial Officer  at  a  time
when  the  future  has never looked brighter. I believe  the  high
caliber  of  this Fleming management team will deliver outstanding
performance  and  growth  for  Fleming,"  said  Standley.   "This,
however,  is such a significant opportunity for me and  my  family
that I simply could not say 'no'."

      Fleming  also announced the promotions of several executives
in the finance and accounting areas. Kevin Twomey has been elected
Senior  Vice  President  Finance and  Controller,  having  assumed
additional finance responsibilities for the treasury and  investor
relations  functions. John Thompson has been promoted to  the  new
position  of  Senior Vice President Business Development  Finance.
Other   promotions  include:  Alan  McIntyre  to  Vice   President
Treasurer;  Mike  Freeman to Vice President Corporate  Controller;
Mark  Neumeister to Vice President Taxes; James Scribner  to  Vice
President Real Estate and Credit Analysis; and Dan Esmon  to  Vice
President Shared Services Accounting Center.

      "We wish the best of luck to John and thank him for assuring
a   smooth  transition  as  he  prepares  to  move  to   his   new
responsibilities," said Mark Hansen, Chairman and CEO of  Fleming.
"John  is  a  very  talented and bright executive  who  will  make
significant contributions in his new role."

Kevin  Twomey  and  John Thompson jointly will  assume  the  Chief
Financial Officer responsibilities and report to Mark Hansen until
a replacement is named.

      "We  have  enormous confidence in these executives  and  are
pleased  to  make  these well-deserved promotions,"  said  Hansen.
"These  changes reflect a substantial depth of talent  within  the
company  and  will  enhance our new Customer  Support  and  Shared
Services Centers."

      Fleming  is a leading wholesale and retail company,  serving
approximately 3,000 supermarkets and other retail businesses in 41
states, including approximately 250 company-owned stores.

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