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


        Date of Report (Date of earliest event reported): August 5, 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
           -----------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

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

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








ITEM 9. REGULATION FD DISCLOSURE.

         (a) On August 6, 2002, Fleming issued a press release relating to the
public availability of a presentation to investors and analysts. The full text
of the press release is attached hereto as Exhibit 99.1 and is incorporated into
this item of this report as if fully set forth herein. The slide presentation
that accompanied the presentation is attached hereto as Exhibit 99.2 and is
incorporated into this item of this report as if fully set forth herein.

         (b) Exhibits.

         Number

          99.1           Press Release dated August 6, 2002.

          99.2           Slide presentation.






                                   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/ Neal J. Rider
                                       ----------------------------------------
                                       Neal J. Rider
                                       Executive Vice President and Chief
                                       Financial Officer


Date:  August 5, 2002




                               INDEX TO EXHIBITS







EXHIBIT
NUMBER           DESCRIPTION
- -------          -----------
              

  99.1           Press Release dated August 6, 2002.

  99.2           Slide presentation.

EX-99.1

                                                                    EXHIBIT 99.1


COMPANY PRESS RELEASE

Source:  Fleming Companies, Inc.

FLEMING COMPANIES, INC. MAKES AVAILABLE PRESENTATION

DALLAS, Texas--August 6, 2002--Fleming Companies, Inc. (NYSE: FLM) gave a
presentation to investors and analysts on August 5, 2002. An audio replay of the
presentation may be heard by dialing (888) 203-1112, passcode 389992. A webcast
of the presentation may be accessed at
https://cis.premconf.com/sc/scw.dll/usr?cid=vlllrdddlczvszsls.

Any statements in this press release and the presentation that are not
historical facts are forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are subject to risks and uncertainties, which could cause actual
results to differ from those contained in the forward-looking statements. For a
description of important factors which could cause actual results to differ from
those contained in the forward-looking statements, see the reports and documents
Fleming files from time to time with the Securities and Exchange Commission.
Fleming is under no obligation (and expressly disclaims any such obligation) to
update or alter its forward-looking statements, whether as a result of new
information, future events or otherwise.

EX-99.2

EXHIBIT 99.2

Safe Harbor This document contains forward-looking statements regarding future events and the future financial performance of Fleming. These forward-looking statements are subject to a number of factors that could cause actual results to differ materially from those stated in this release, including without limitation: changes in general economic conditions; adverse effects of the changing industry and increased competition; sales declines and/or loss of customers; the ability of Kmart to continue as a going concern, to operate pursuant to the terms of its debtor-in-possession financing, or to complete its reorganization according to its plan; unanticipated problems with product procurement; exposure to litigation and other contingent losses; the inability to integrate acquired companies and to achieve operating improvements at those companies; increases in labor costs and disruptions in labor relations with union bargaining units representing Fleming's employees; and the negative effects of Fleming's substantial indebtedness and the limitations imposed by restrictive covenants contained in Fleming's debt instruments. Additional information about these factors is contained in Fleming's reports and filing with the Securities and Exchange Commission, including its 2001 Form 10-K. Fleming undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date of this presentation.

Earnings Per Share

Improving EBITDA

Segment EBITDA

Pro Forma EBITDA Margins

Organic Distribution Growth

Organic Distribution Growth

Piece-Pick Distribution Centers Acquisitions Make Fleming 2nd Largest Distributor to Convenience Retail $3.4 billion $350 million Serves 3,000 store locations 2 distribution centers Serves 30,000 store locations Network of 19 distribution centers State-of-the-art technology platform Acquisition Summary Purchase Price: approx. $430 million Projected EBITDA run rate: $80 million Purchase multiple: 5.4x 2nd year cash-on-cash return: 25%

Piece-Pick Customers

2003 Guidance 2002 Guidance Add: Restructuring Charge ($0.42) Distribution Sales Growth from $18Bn PF to $19Bn @ current PF Distribution EBITDA margin Distribution margin expansion of 10-20 bps Retail sales & earnings growth of 5-7% (flat EBITDA %) Synergies from Core-Mark of $20 million Benefits from consolidation of OKC and Tulsa Deduct: Higher interest expense of approximately $5 million Higher depreciation of approximately $10 million Higher share count of approximately 5 million shares 2003 Guidance $2.20 - $2.30 $3.55 - $3.65

Cash Flow Guidance (1) Improvement results from increase in inventory turns of 0.5 and 1.0 for the 2nd half of 2002 and 2003, respectively, offset by working capital needed for growth.

Inventory Turns and Days Sales Outstanding Inventory Turns: 14.6x Duplicate inventory from Tulsa DC (Dallas GMD and OKC) Anticipate increase in inventory turns of 0.5 and 1.0 for the 2nd half of 2002 and 2003, respectively Days Sales Outstanding Reported: Adjusted for full quarter of Core-Mark sales:

Improving Credit Statistics

Credit Facility Covenant Analysis Asset Coverage Ratio: Inventory and accounts receivable must be greater than 2.25x all outstanding senior secured indebtedness: Total Leverage Ratio: Total Debt must be less than 4.25x of Consolidated EBITDA

Credit Facility Covenant Analysis, cont. Limitation on Capital Expenditures: Capex not to exceed 1.5% of external net sales Consolidated Fixed Charge Coverage Ratio: Total Consolidated EBITDAR must be greater than 1.80x Consolidated Fixed Charges: Adjusted Consolidated Fixed Charge Coverage Ratio: Total Consolidated EBITDAR must be greater than 1.00x Adj. Consolidated Fixed Charges:

High Velocity Case-Pick and Flow-Through Low Velocity Piece-Pick and Case-Pick High Velocity Piece-Pick Fleming is America's #1 Supplier of Consumer Package Goods for Retail $22 billion projected 2003 sales Approx. 50,000 retail locations served Diversified customer base Unique national multi-tier distribution Central procurement scale and efficiencies