SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): April 1, 2002


                             FLEMING COMPANIES, INC.
                    -----------------------------------------
               (Exact Name of Registrant as Specified in Charter)


          Oklahoma                         1-8140                48-0222760
 --------------------------------  ------------------------  -------------------
 (State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer
        Incorporation)                                       Identification No.)



                 1945 Lakepointe Drive, Lewisville, Texas 75057
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               (Address of Principal Executive Offices) (Zip Code)

                                 (972) 906-8000
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              (Registrant's telephone number, including area code)

                                       N/A
           -----------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)











ITEM 5.           OTHER EVENTS.

On April 1, 2002, the registrant announced that it planned to issue $260
million of new 10-year senior subordinated notes in a private placement to repay
its existing $250 million of 10 1/2% senior subordinated notes due 2004. For
additional information concerning this announcement, refer to Exhibit 99.1
contained in this Current Report on Form 8-K.




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ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)      Exhibits

         The following exhibit is filed as part of this Report:

         No.      Exhibit

         99.1     Press Release dated April 1, 2002 regarding Senior
                  Subordinated Notes Offering.


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                                   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.


                                      By: /s/  Matthew H. Hildreth
                                          --------------------------------------
                                          Matthew H. Hildreth
                                          Senior Vice President, Finance and
                                          Treasurer

Date:  April 1, 2002


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                                  EXHIBIT INDEX



EXHIBIT
NUMBER   EXHIBIT
-------  -------
      
99.1     Press Release dated April 1, 2002 regarding Senior Subordinated Notes
         Offering.



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