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): October 23, 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 Identification No.)
             Incorporation)




                 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 October 23, 2002, Fleming issued a press release reporting its
financial results for the third fiscal quarter of 2002. The full text of the
press release is attached hereto as Exhibit 99.1 and incorporated by reference
herein. A slide presentation relating to Fleming's financial results was made
available to investors on Fleming's website in preparation for a scheduled
investor teleconference and webcast on October 23, 2002 at 8:30 a.m. EDT. A copy
of the slide presentation is attached hereto as Exhibit 99.2 and incorporated by
reference herein.

         (b) Exhibits.

         Number

          99.1                      Press Release dated October 23, 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:  October 23, 2002




                                 EXHIBIT INDEX




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

                        
       99.1                Press Release dated October 23, 2002.

       99.2                Slide presentation.

EX-99.1

                                                                    EXHIBIT 99.1

[FLEMING LOGO]                                                      NEWS RELEASE


    CONTACTS:                                           Fleming Companies, Inc.
    (Media)  Shane Boyd 972.906.2125                    1945 Lakepointe Drive
    (Investors-Equity)  Meredith Anderson 972.906.8592  P.O. Box 299013
    (Investors-Equity)  Mark Shapiro 972.906.8110       Lewisville, Texas  75029
    (Investors-Debt)  Matt Hildreth 972.906.8126        telephone 972.906.8000
    (Investors-Debt)  Clint Bryant 972.906.2170         facsimile 972.906.2402
                                                        www.fleming.com


                   FLEMING REPORTS THIRD QUARTER 2002 RESULTS

         PERFORMANCE IN LINE WITH PREVIOUS GUIDANCE; COMPANY RE-AFFIRMS
                         OUTLOOK FOR FULL YEAR AND 2003

         Focus on Working Capital Produces Positive Operating Cash Flow;
            Company Provides Contingency Scenarios For Kmart Business

         DALLAS, TEXAS, OCTOBER 23, 2002 - Fleming Companies, Inc. (NYSE: FLM)
today reported a loss from continuing operations of $1.5 million for the third
quarter of 2002, or a loss of $0.03 per share on a diluted basis. These results
were in line with the company's guidance provided on September 24, 2002. The
2002 third quarter loss compares to income of $16.5 million, or $0.35 per share,
from continuing operations in the prior year's third quarter. Net sales for the
third quarter were $3.97 billion, a 12.5 percent increase compared to $3.53
billion last year. The 2002 and 2001 third quarter results include the company's
continuing distribution operations and exclude the price impact retail
operations, which the company plans to divest and which are reflected as
discontinued operations on the company's financial statements.

         The 2002 third quarter results include $9.8 million ($0.11 per share)
in previously disclosed charges associated with the closure of distribution
facilities in Oklahoma City and Dallas and the start up of a new distribution
facility in Tulsa, Oklahoma.

         The results also include $7.0 million ($0.08 per share) related to
severance expenses from recent administrative headcount reductions. As a result
of the "right sizing" of the organization, Fleming anticipates generating
approximately $40.0 million in cost reductions in 2003. Additionally, the 2002
third quarter includes $4.2 million ($0.05 per share) related to actuarial
increases in pension expense.

                                     Page 1



         A slide presentation that provides detail regarding the contents of
this release, including schedules of earnings and EBITDAL, will be available on
the Fleming website prior to the conference call at http://www.fleming.com and
will be filed with the Securities and Exchange Commission on Form 8-K.

         Fleming had positive operating cash flow of $8.3 million from all
operations in the current quarter, compared to negative operating cash flow of
$80.7 million in the same quarter last year and negative $82.8 million in the
second quarter of this year, driven principally by improvements in working
capital. The company reduced net debt in the quarter by $9.9 million.

         Mark Hansen, Fleming's chairman and chief executive officer, said,
"This quarter, we made the decision to solely focus on our core distribution
business, further diversify our customer base and set the stage to further
strengthen our balance sheet. We also reduced our ongoing cost structure and
realigned our human resources to meet our customer needs. The business
demonstrated cash-generating ability in the face of a challenging economic
environment and in a quarter that has historically been a significant user of
working capital due to seasonal inventory builds."

         Hansen continued, saying, "We expect that our financial position will
be strengthened by continuing to produce positive operating cash flow and debt
reduction. We are entering the fourth quarter - the strongest selling season of
the year - and expect to pay down approximately $110 million of debt. This is
particularly meaningful considering Fleming has no material debt maturities
until 2007."

         Commenting on the retail store divestitures, Hansen stated, "We are
moving forward with our plan to divest our price impact retail operations and
are pleased with the response we have received from a number of interested
parties. Our ongoing discussions with potential buyers continue to encourage us
that proceeds from the retail store divestitures will be in excess of $450
million, net of taxes. As we previously stated, we intend to use the proceeds
from the sale of these assets to further reduce debt. In addition, by exiting
the retail business, we become the only pure-play wholesale distribution company
with a national footprint, a business model that we believe will appeal
increasingly to a broad category of retailing customers. This is consistent with
our strategy to focus on our core distribution business and means we will not be
competing with our important retail distribution customers."

                                     Page 2



         Continued diversification of the company's customer base has been an
ongoing strategy for Fleming. In the third quarter, we began servicing a growing
number of Target and Albertson's stores. In addition, nearly 100 new customers,
formerly served by Nashville-based distributor C.B. Ragland, selected Fleming to
supply their stores. Fleming expects this diversification to continue as it
leverages its size, scale, and capabilities as the nation's largest supplier of
consumer package goods to retailers.

         Kmart remains Fleming's largest customer, accounting for approximately
20 percent of third quarter revenues. Kmart has announced its plans to emerge
from bankruptcy court protection in July 2003. Based on a variety of scenarios,
ranging from various store-closing assumptions to the termination of the Kmart
relationship, Fleming has independently prepared a range of contingency plans
and the resulting possible impact, if any, on earnings. While these scenarios
may be more severe than Fleming expects will occur, the company believes that
its investors' best interests are served by engaging in a hypothetical analysis
so that investors can better evaluate Fleming's related financial prospects.
This range and the scenarios that underlie it will be discussed in the company's
teleconference and webcast.

         "Fleming continues to have regular and ongoing conversations with Kmart
management and we remain committed to serving its stores at whatever level is
determined to be mutually beneficial. While we look forward to Kmart's plan of
reorganization, it is important for our investors to understand that we are not
dependent upon any single customer, nor any single channel of distribution,
customer category, or format for our long-term success," noted Hansen.

MAJOR ACCOMPLISHMENTS IN THE THIRD QUARTER 2002

         Fleming's multi-tier supply chain network grew in size, capability, and
functionality during the third quarter. Since the end of the second quarter,
Fleming:

o  Implemented an important distribution agreement with Target to supply candy,
   cookies, and convenience frozen and refrigerated foods to more than 1,000
   Target stores in 46 states. Additionally, Fleming is supplying a variety of
   food products to a number of Target's in-store Food Avenue Cafes. Fleming
   anticipates annual volume of more than $300 million from this arrangement.
   This is in addition to the substantial amount of Super Target volume supplied
   by Fleming.

                                     Page 3



o  Converted two of Fleming's piece-pick distribution facilities to the
   same state-of-the-art technology platform used in the 19 former
   Core-Mark distribution facilities in the West. Two other facilities are
   in the process of conversion, scheduled for completion by the end of
   2002. The remaining three locations are slated to be completed by the
   end of the first quarter 2003. Importantly, the conversions were
   achieved without disruption in customer service. When complete, the
   technology will result in, among other things, common item numbers for
   products throughout the national piece-pick operations and more robust
   data analysis and tools for Fleming and its customers. We are pleased
   with the progress of our convenience integration and expect to capture
   $15 million in synergies in 2003.

o  Having completed our 8-week startup schedule, we are successfully serving
   Albertson's stores in Oklahoma from our new Tulsa Division. Albertson's has
   become an important organic growth customer as they have announced a
   four-year, $100 million expansion plan for new stores and remodels in
   Oklahoma.

o  Continued the successful rollout of the F1 technology program - an
   important source of cost reduction and efficiency enhancement, which is
   anticipated to drive margin growth. We have substantially completed the
   installation of our E3 and Manugistics components which, respectively,
   allow us to optimize inventory levels and more efficiently manage
   inbound and outbound transportation. We have also successfully
   completed the initial installation of the EXE warehouse management
   system in our Tulsa Division. We are scheduled to continue installing
   the EXE system in the remaining divisions beginning in the first
   quarter of 2003, with all divisions slated for completion by the end of
   2004. EXE is expected to improve productivity by enhancing our ability
   to slot, select, stage and move product through our distribution centers.

EARNINGS GUIDANCE

         Fleming is reaffirming its guidance for the fourth quarter. The company
continues to expect earnings from continuing operations of between $0.35 and
$0.45 per share; EBITDAL in the range of $95 million to $105 million; and fourth
quarter 2002 sales for continuing operations of approximately $4.0 billion. For
2003, Fleming is reaffirming its guidance of a range for earnings per share of
$1.95 to $2.05, and EBITDAL of between $475 million and $490 million. Sales from
continuing operations are anticipated to be approximately $18 billion and are
expected

                                     Page 4



to generate approximately $235 million in operating cash flow, which will allow
for additional debt repayments of an estimated $100 million after capital
expenditures.

CONFERENCE CALL AND WEBCAST

         A teleconference to review the third quarter's results and discuss the
slide presentation (which is available on the company's website and on the SEC's
website) will be held on Wednesday, October 23, 2002, at 8:30 a.m. Eastern
Daylight Time. An audio webcast of the conference call will be available on the
web at www.fleming.com. The conference call can be accessed by phone by calling
913.981.4900. An audio replay of the conference call will be available by
calling 402.280.9273 from 12:30 p.m. Eastern Daylight Time on October 23, 2002
through midnight Eastern Standard Time on November 6, 2002. The access code for
the live call and the audio replay is 567079. The audio replay of the conference
call will also be archived on the Internet at www.fleming.com.

ABOUT FLEMING

         With its national, multi-tier supply chain network, Fleming is the #1
supplier of consumer package goods to retailers of all sizes and formats in the
United States. Fleming serves nearly 50,000 retail locations, including
supermarkets, convenience stores, supercenters, discount stores, concessions,
limited assortment, drug, specialty, casinos, gift shops, military commissaries
and exchanges and more. Fleming serves more than 600 North American stores of
global supermarketer IGA. To learn more about Fleming, visit our Web site at
http://www.fleming.com.

FORWARD-LOOKING STATEMENT

         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 complete its
reorganization; unanticipated problems with product procurement; exposure to
litigation and other contingent losses; the inability to integrate acquired

                                     Page 5



companies and to achieve operating improvements at those companies; the ability
to successfully sell our retail operations; 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 filings with the Securities and Exchange
Commission, including its 2001 Form 10-K. The forward-looking statements speak
only as of the date made and Fleming undertakes no obligation to update
forward-looking statements to reflect developments or information obtained after
the date of this release.

                                      # # #

                           (TABLES 1 THROUGH 5 FOLLOW)













                                     Page 6

Fleming Companies, Inc.   (NYSE:  FLM)
Consolidated Condensed Statements of Operations


          For the 12 weeks ended October 5, 2002, and October 6, 2001
                    (In thousands, except per share amounts)




                                                          2002                          2001
                                                     ---------------     -----------------------------------
                                                          GAAP                GAAP              Adjusted
                                                                               (a)               (a)(b)

                                                                                    
Net sales                                            $     3,972,649     $     3,531,640     $     3,532,158
  % change                                                                          12.5%               12.5%

  Costs and expenses:
  Cost of sales                                            3,832,189           3,375,247           3,374,336
  Selling and administrative                                 114,042             107,614             102,606
  Interest expense                                            34,267              27,110              27,110
  Interest income and other                                   (5,451)             (4,795)             (4,795)
  Impairment/restructuring credit                                 --                (609)                 --
                                                     ---------------     ---------------     ---------------
    Total costs and expenses                               3,975,047           3,504,567           3,499,257
                                                     ---------------     ---------------     ---------------

Income (loss) from continuing operations before
  income taxes                                                (2,398)             27,073              32,901
Taxes on income (loss)                                          (928)             10,565              11,760
                                                     ---------------     ---------------     ---------------
  Income (loss) from continuing operations                    (1,470)             16,508              21,141
Discontinued operations:
  Income from operations of discontinued retail              (31,624)              4,209               9,637
  Taxes on income                                            (12,238)              1,642               3,445
                                                     ---------------     ---------------     ---------------
  Income on discontinued operations                          (19,386)              2,567               6,192
                                                     ---------------     ---------------     ---------------


Net income (loss)                                    $       (20,856)    $        19,075     $        27,333
                                                     ===============     ===============     ===============

Basic income (loss) per share:
  Continuing operations (net of taxes)               $         (0.03)    $          0.38     $          0.49
  Discontinued operations (net of taxes)                       (0.36)               0.06                0.14
                                                     ---------------     ---------------     ---------------
  Net income (loss)                                  $         (0.39)    $          0.44     $          0.63
                                                     ===============     ===============     ===============

Diluted income (loss) per share:
  Continuing operations (net of taxes)               $         (0.03)    $          0.35     $          0.44
  Discontinued operations (net of taxes)                       (0.36)               0.05                0.12
                                                     ---------------     ---------------     ---------------
  Net income (loss)                                  $         (0.39)    $          0.40     $          0.56
                                                     ===============     ===============     ===============
Weighted average shares outstanding:
  Basic                                                       53,950              43,728              43,728
  Diluted                                                     53,950              51,032              51,032

Additional information:
  Depreciation:
    Continuing                                       $        30,658     $        25,903     $        25,868
    Discontinued                                     $        11,347     $         7,773     $         7,773
Goodwill amortization:
  Continuing                                         $            --     $         3,425     $            --
  Discontinued                                       $            --     $         1,575     $            --
Operating earnings(d):
  Continuing                                         $        26,418     $        48,779     $        55,216
    % of sales                                                  0.66%               1.38%               1.56%
    % change                                                                       (45.8)%             (52.2)%
  Discontinued                                       $       (24,176)    $        14,483     $        17,887
EBITDAL(c):
  Continuing                                         $        65,020     $        81,192     $        83,560
    % of sales                                                  1.64%               2.30%               2.37%
    % change                                                                       (19.9)%             (22.2)%
  Discontinued                                       $       (11,978)    $        22,825     $        26,678




(a) -  Adjusted for EITF 01-9 (reclass between net sales and cost of sales, no
       effect on gross margin).

(b) -  Amounts include adjustments for strategic plan charges and other unusual
       items as reported in 2001 totaling $6.3 million and goodwill
       amortization of $5.0 million.

(c) -  EBITDAL is earnings before interest expense, income taxes, depreciation
       and amortization, equity investment results, and LIFO (charge of $4.0
       million in 2002 and income of $2.0 million in 2001).

(d) -  Transfer pricing from distribution to retail was historically recorded
       at cost; beginning with the 3rd quarter of 2002, it is recorded at
       market.




                                     TABLE 1







Fleming Companies, Inc.   (NYSE:  FLM)
Consolidated Condensed Statements of Operations

           For the 40 weeks ended October 5, 2002 and October 6, 2001
                    (In thousands, except per share amounts)





                                                                    2002                         2001
                                                               ---------------     -----------------------------------

                                                                    GAAP                 GAAP              Adjusted
                                                                                          (a)                (a)(b)

                                                                                              
Net sales                                                      $    11,425,643     $     9,767,863     $     9,770,638
  % change                                                                                    17.0%               16.9%

  Costs and expenses:
  Cost of sales                                                     10,939,960           9,301,171           9,295,493
  Selling and administrative                                           312,270             329,937             314,162
  Interest expense                                                     110,501              96,893              94,060
  Interest income and other                                            (20,254)            (19,768)            (18,666)
  Litigation charge                                                         --              48,628                  --
  Impairment/restructuring charge                                       27,361              10,411                  --
                                                               ---------------     ---------------     ---------------
    Total costs and expenses                                        11,369,838           9,767,272           9,685,049
                                                               ---------------     ---------------     ---------------

Income from continuing operations before income taxes                   55,805                 591              85,589
Taxes on income                                                         21,456                 236              31,156
                                                               ---------------     ---------------     ---------------
  Income from continuing operations                                     34,349                 355              54,433
Discontinued operations:
  Income (loss) from operations of discontinued retail                 (33,207)             35,314              35,572
  Taxes on income (loss)                                               (12,701)             14,586              12,966
                                                               ---------------     ---------------     ---------------
  Income (loss) on discontinued operations                             (20,506)             20,728              22,606
                                                               ---------------     ---------------     ---------------

Income before extraordinary charge                                      13,843              21,083              77,039
Extraordinary charge from early retirement
  of debt (net of taxes)                                                (7,863)             (3,469)                 --
                                                               ---------------     ---------------     ---------------
Net income                                                     $         5,980     $        17,614     $        77,039
                                                               ===============     ===============     ===============

Basic income (loss) per share:
  Continuing operations (net of taxes)                         $          0.71     $          0.01     $          1.29
  Discontinued operations (net of taxes)                                 (0.43)               0.49                0.54
                                                               ---------------     ---------------     ---------------
  Before extraordinary charge                                             0.28                0.50                1.83
  Extraordinary charge from early retirement
    of debt (net of taxes)                                               (0.16)              (0.08)                 --
                                                               ---------------     ---------------     ---------------
  Net income                                                   $          0.12     $          0.42     $          1.83
                                                               ===============     ===============     ===============

Diluted income (loss) per share:
  Continuing operations (net of taxes)                         $          0.70     $          0.01     $          1.19
  Discontinued operations (net of taxes)                                 (0.42)               0.46                0.47
                                                               ---------------     ---------------     ---------------
  Before extraordinary charge                                             0.28                0.47                1.66
  Extraordinary charge from early retirement
    of debt (net of taxes)                                               (0.16)              (0.08)                 --
                                                               ---------------     ---------------     ---------------
  Net income                                                   $          0.12     $          0.39     $          1.66
                                                               ===============     ===============     ===============
Weighted average shares outstanding:
  Basic                                                                 48,065              42,177              42,177
  Diluted                                                               49,240              44,670              48,316

Additional information:
  Depreciation:
    Continuing                                                 $        88,259     $        81,881     $        81,846
    Discontinued                                               $        35,667     $        28,030     $        28,030
  Goodwill amortization:
    Continuing                                                 $            --     $        11,154     $            --
    Discontinued                                               $            --     $         5,062     $            --
  Operating earnings(d):
    Continuing                                                 $       173,413     $       136,755     $       160,983
      % of sales                                                          1.52%               1.40%               1.65%
      % change                                                                                26.8%                7.7%
    Discontinued                                               $        (8,904)    $        29,731     $        65,961
  EBITDAL (c):
    Continuing                                                 $       250,382     $       180,892     $       251,868
      % of sales                                                          2.19%               1.85%               2.58%
      % change                                                                                38.4%               (0.6)%
    Discontinued                                               $        33,530     $       106,601     $       101,797



(a) -  Adjusted for EITF 01-9 (reclass between net sales and cost of sales, no
       effect on gross margin).

(b) -  Amounts include adjustments for strategic plan charges and other unusual
       items as reported in 2001 totaling $94.1 million and goodwill
       amortization of $21.2 million.

(c) -  EBITDAL is earnings before interest expense, income taxes, depreciation
       and amortization, equity investment results, and LIFO (charge of $3.5
       million in 2002 and income of $11.7 million in 2002).

(d) -  Transfer pricing from distribution to retail was historically recorded
       at cost; beginning with the 3rd quarter of 2002, it is recorded at
       market.




                                     TABLE 2




Fleming Companies, Inc.   (NYSE:  FLM)
Earnings Per Share and EBITDAL

        For the 12 and 40 weeks ended October 5, 2002 and October 6, 2001
                    (In millions, except per share amounts)




EARNINGS PER SHARE                                Q3 2002       Q3 2001        YTD 2002       YTD 2001
                                                ----------     ----------     ----------    ----------

                                                                                
GAAP EPS - continuing operations                $    (0.03)    $     0.35     $     0.70    $     0.01

ADJUSTMENTS FOR COMPARABILITY

Intersegment profit allocation                          --           0.11           0.35          0.47
Goodwill                                                --           0.06             --          0.21
Impairment/restructuring and other                      --           0.03           0.34          0.31
Severance                                             0.08             --           0.09            --
Litigation charges                                      --             --             --          0.64
Tulsa start-up & related expenses                     0.11             --           0.16            --
Net interest expense double-up                          --             --           0.04          0.02
Kmart business interruption                             --             --           0.05            --
Pension - actuarial changes                           0.05             --           0.05            --
LIFO provision                                        0.04          (0.02)          0.04         (0.03)
Lower Kmart sales                                     0.06             --           0.06            --
                                                ----------     ----------     ----------    ----------
  COMPARABLE EPS                                $     0.31     $     0.53     $     1.88    $     1.63
                                                ==========     ==========     ==========    ==========

EPS - continuing operations                     $    (0.03)    $     0.35     $     0.70    $     0.01
EPS - discontinued retail operations                 (0.36)          0.05          (0.42)         0.46
Extraordinary items                                     --             --          (0.16)        (0.08)
                                                ----------     ----------     ----------    ----------
  EPS TOTAL COMPANY                             $    (0.39)    $     0.40     $     0.12    $     0.39
                                                ==========     ==========     ==========    ==========

  WEIGHTED AVERAGE SHARES                             54.0           51.0           49.2          44.7






EBITDAL                                           Q3 2002        Q3 2001       YTD 2002      YTD 2001
                                                ----------     ----------     ----------    ----------

                                                                                
EBITDAL - continuing operations                 $     65.0     $     81.2     $    250.4    $    180.9

ADJUSTMENTS FOR COMPARABILITY
Intersegment profit allocation                          --           12.7           34.1          46.0
Impairment/restructuring and other                      --            2.4           27.4          23.4
Severance                                              7.0             --            7.0            --
Litigation charges                                      --             --             --          48.6
Tulsa start-up & related expenses                      9.8             --           12.6            --
Interest income double-up                               --             --           (0.7)         (1.1)
Kmart business interruption                             --             --            5.0            --
Pension - actuarial changes                            4.2             --            4.2            --
Lower Kmart sales                                      5.1             --            5.1            --
Core-Mark                                               --           14.8             --          19.9
                                                ----------     ----------     ----------    ----------
  COMPARABLE EBITDAL                            $     91.1     $    111.1     $    345.1    $    317.7
                                                ==========     ==========     ==========    ==========
   % OF SALES                                          2.3%           2.5%

EBITDAL - continuing operations                 $     65.0     $     81.2     $    250.4    $    180.9
EBITDAL - discontinued retail operations             (12.0)          22.8           33.5         106.6
                                                ----------     ----------     ----------    ----------
  EBITDAL TOTAL COMPANY                         $     53.0     $    104.0     $    283.9    $    287.5
                                                ==========     ==========     ==========    ==========




                                     TABLE 3





Fleming Companies, Inc.   (NYSE:  FLM)
Consolidated Condensed Balance Sheet and Ratios
(In thousands, except ratios)





                                                                  October 5,       December 29,        October 6,
                                                                    2002               2001               2001
                                                               ---------------    ---------------    ---------------
Assets

                                                                                            
Cash and cash equivalents                                      $        20,694    $        17,325    $        43,491
Receivables, net                                                       701,247            568,197            557,003
Inventory                                                            1,110,843            902,933          1,002,135
Assets held for sale                                                   615,782            571,352            502,127
Other current assets                                                    79,681             88,133            124,573

    Total current assets                                             2,528,247          2,147,940          2,229,329

Property and equipment, net                                            588,347            653,519            494,454

Other assets                                                         1,103,880            853,234          1,023,994

    Total assets                                               $     4,220,474    $     3,654,693    $     3,747,777


Liabilities and shareholders' equity

Accounts payable                                               $       985,272    $       952,037    $     1,002,343
Current portion of  LT debt and cap lease obligations                   20,192             45,778             55,301
Liabilities held for sale(a)                                           146,740            157,001            151,869
Other current liabilities                                              230,642            228,949            187,802

    Total current liabilities                                        1,382,846          1,383,765          1,397,315

Long-term debt and capital lease obligations                         2,035,348          1,645,356          1,735,972

Other liabilities                                                      129,718            127,353            105,560

Shareholders' equity                                                   672,562            498,219            508,930

    Total liabilities and shareholders' equity                 $     4,220,474    $     3,654,693    $     3,747,777


                                                        Ratios


Accounts payable to inventory(b)                                          88.7%             105.4%             100.0%

Net debt as a percentage of total capitalization                          76.2%              78.3%              78.6%

Inventory turns (LTM)(b)(c)                                               15.2               15.5               15.2

Days Sales Outstanding(b)(d)                                              14.8               13.8               13.3



(a) Includes capital lease obligation of $122,377, $119,906 and $121,166,
    respectively.

(b) Ratio is calculated using continuing operations.

(c) Inventory turns includes pro forma average inventory and cost of sales for
    Core-Mark.

(d) Days sales outstanding is calculated using average daily sales for the
    respective quarter.

                                     TABLE 4





Fleming Companies, Inc.  (NYSE: FLM)
Consolidated Condensed Statements of Cash Flows

        For the 12 and 40 weeks ended October 5, 2002 and October 6, 2001
                                 (In thousands)




                                                                    Q3             Q3              YTD            YTD
OPERATING ACTIVITIES:                                              2002           2001             2002           2001
                                                               ------------    ------------    ------------    ------------

                                                                                                   
Net income (loss)                                              $    (20,856)   $     19,075    $      5,980    $     17,614
Adjustments to reconcile net income (loss) to net
  cash used by operating activities:
   Depreciation and amortization                                     42,005          38,676         123,926         126,127
   Amortization in interest expense                                   2,063           1,439           6,598           4,929
   Credit losses                                                      5,789           8,343           8,797          20,462
   Impairment/restructuring and related                                  --           5,739          27,361          14,637
   Cash payments on impair/restruct                                  (9,239)        (14,798)        (21,669)        (58,450)
   Cost of early debt retirement                                         --              --          13,119           5,787
   Receivables                                                       12,675           6,133          11,000         (63,321)
   Inventories                                                        2,905         (85,345)        (69,962)       (217,352)
   Accounts payable                                                  14,040           1,859        (104,882)         65,898
   Other assets and liabilities                                     (41,113)        (61,815)       (117,873)        (61,048)
                                                               ------------    ------------    ------------    ------------

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                       8,269         (80,694)       (117,605)       (144,717)

INVESTING ACTIVITIES:
   Collections on note receivable                                     5,774           6,661          32,127          24,375
   Notes receivable funded                                           (1,347)         (8,427)        (14,225)        (20,704)
   Acquisitions                                                      (4,616)        (50,508)       (295,058)       (120,670)
   Purchase of property and equipment                               (52,857)        (56,885)       (150,779)       (168,504)
   Proceeds from sale of property and equipment                      22,510           1,268         164,268          13,286
   Proceeds from sale of businesses                                      --           4,042              --         120,947
   Other investing activities                                        12,220           7,584          18,277          13,597
                                                               ------------    ------------    ------------    ------------

CASH USED IN INVESTING ACTIVITIES                                   (18,316)        (96,265)       (245,390)       (137,673)

FINANCING ACTIVITIES:
   Change in revolver                                               (15,000)        220,000        (140,000)        120,000
   Proceeds from long-term borrowings                                    --        (215,000)        880,940         500,602
   Principal payments on long-term debt                             (45,304)        206,276        (489,047)       (342,755)
   Payments on capital issuance and debt retirement                   1,300          (2,422)        (45,976)        (23,976)
   Principal payments on capital lease obligations                   (5,248)         (4,726)        (15,408)        (15,092)
   Sale of common stock                                                 186           2,909         178,703          59,252
   Dividends paid                                                    (1,078)           (877)         (2,848)         (2,530)
                                                               ------------    ------------    ------------    ------------

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                     (65,144)        206,160         366,364         295,501

INCREASE (DECREASE) IN CASH                                         (75,191)         29,201           3,369          13,111

Cash balance, beginning of period                                    95,885          14,290          17,325          30,380
                                                               ------------    ------------    ------------    ------------

Cash balance, end of period                                    $     20,694    $     43,491    $     20,694    $     43,491
                                                               ============    ============    ============    ============





                                     TABLE 5

EX-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 presentation, 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; the ability to successfully sell Fleming's retail operations; 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. In addition, the hypotheticals in the Kmart slide are based upon assumptions related to fixed cost reductions and closure costs of certain distribution facilities. These assumptions may prove to be inaccurate. Additional information about these factors is contained in Fleming's reports and filings with the Securities and Exchange Commission, including its 2001 Form 10-K. The forward-looking statements speak only as of the date made and Fleming undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date of this presentation.

Basis of Presentation Discontinued operations treatment has been adopted for retail Intersegment profit for historical periods has remained in discontinued retail operations. For current and prospective periods, the intersegment profit will remain in continuing operations (Q3 and Q4 2002 and 2003) Intersegment sales to company owned retail have been eliminated Support Services expenses directly associated with retail have been allocated to discontinued operations 2002: approximately $20.0 million 2001: approximately $24.0 million Interest has been allocated to discontinued operations based upon net assets of the retail segment at the revolver borrowing rate 2002: approximately $19.0 million 2001: approximately $24.0 million Presentation assumes no gain or loss on the sale of retail

Earnings Per Share

Distribution Sales ($ in millions) (1) Represents sales for 2001 and 2002 for the following customers: Albertsons, Target, CB Ragland, Clemens, Harmons, Southwest Supermarkets, Clark and Sheetz (2) Adjust sales prior to Fleming ownership

EBITDAL ($ in millions)

EBITDAL to EPS (1) Includes LiFO expenase and equity investment results Q3 2002 Q3 2001 YTD 2002 YTD 2001 EBITDAL - continuing 65.0 $ 81.2 $ 250.4 $ 180.9 $ Less: Depreciation / amortization 30.7 25.9 88.3 81.9 Interest expense 34.3 27.1 110.5 96.9 Other (1) 2.5 1.1 (4.2) 1.5 Pre-tax income (2.4) 27.1 55.8 0.6 Taxes (0.9) 10.6 21.5 0.2 Net Income (1.5) 16.5 34.3 0.4 EPS (0.03) $ 0.35 $ 0.70 $ 0.01 $ Shares 54.0 51.0 49.2 44.7 ($ in millions)

Balance Sheet ($ in thousands) (1) Includes capital lease obligations of $122,377, $119,906, and $121,166, respectively.

Ratios (1) Ratio is calculated using continuing operations (2) Inventory turns includes pro forma average inventory and cost of sales for Core-Mark (3) Days sales outstanding is calculated using average daily sales for the respective quarter

Cash Flow ($ in thousands)

2003 Guidance ($ in millions)

Kmart Analysis ($ in millions)

Retail Proceeds Assumptions Two separate processes on retail divestures 44 Rainbow stores located primarily in Minneapolis Morgan Stanley advising Company Stores operate under the Rainbow banner Bids extended until end of October for multiple interested parties 66 price impact stores located throughout 6 states The Food Partners advising Company Stores under the Rainbow and Food4Less banners In active negotiations with multiple parties on 28 CA and 11 WI stores Multiple bids received on substantially all other stores Continue to expect net proceeds in excess of $450 million and the retention of up to $400 million in supply

Bank Amendment Bank Amendment approved October 21, 2002 Amendment filed with SEC Allows for sale of retail stores Slight increase in pricing (25 bps) Increased covenant flexibility and availability Improved ability to buy back outstanding bonds Up to $75 million available subject to retail proceeds Previous covenant restricted buybacks if Debt / EBITDA > 3.5x

Debt Maturities / Amortization 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 East 1.0625 4.25 4.25 4.25 4.25 504.1 657.8 150 200 0 260 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 East 1.0625 0 0 0 0 400 355 150 200 0 260 Current Pro forma for retail disposition ($ in millions)

Fleming Transformation Regional Case Pick Wholesaler Supplier to Independent Supermarkets Local Procurement Decentralized Accounting and Support Lack of Common Technology Weak Capital Structure Investments Required for Repositioning "Old" Fleming Unique National Multi-tier Distributor Diversified Customer Base Centralized Procurement Centralized Accounting and Support Single Platform for Technology Improved Capital Structure Ability to Generate Free Cash Flow "New" Fleming