8-K

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                                  UNITED STATES
                       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): March 27, 2003




                             FLEMING COMPANIES, INC.
             (Exact name of Registrant as specified in its charter)


                                                        
        OKLAHOMA                        1-8140                              48-0222760
(State of incorporation        (Commission file number)       (I.R.S. employer identification number)
    or organization)


         1945 LAKEPOINTE DRIVE
           LEWISVILLE, TEXAS                                                 75057
(Address of principal executive offices)                                  (Zip code)





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




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

         Pursuant to the rules and regulations of the Securities and Exchange
Commission, the exhibit referenced below and the information set forth therein
and herein is deemed to be furnished pursuant to Item 9 hereof and shall not be
deemed "filed" under the Securities Exchange Act of 1934.

         (c)      EXHIBITS

         EXHIBIT
         NUMBER              DESCRIPTION

         99.1                --    Press release dated March 27, 2003.


ITEM 9. REGULATION FD DISCLOSURE.

         On March 27, 2003, Fleming Companies, Inc., (the "Company") issued a
press release that announced an update on its pending financing discussions and
related near-term liquidity issues, the extension of time for the filing of its
2002 Annual Report on Form 10-K, the likelihood that certain of its historical
financial statements and other public disclosures would require a restatement,
the likelihood that its 2002 financial statements would include a going concern
uncertainty in the event that the Company is not able to obtain sufficient
alternative financing, and certain other matters noted therein. A copy of such
press release is included as an exhibit to this Current Report. Pursuant to the
rules and regulations of the Securities and Exchange Commission, such press
release and the information set forth therein and herein is deemed to be
furnished pursuant to this Item 9 and shall not be deemed "filed" under the
Securities Exchange Act of 1934.





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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.


Date:  March 28, 2003                   By: /s/ Mark D. Shapiro
                                            ----------------------------------
                                            Mark D. Shapiro
                                            Senior Vice President and
                                            Chief Financial Officer



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                                INDEX TO EXHIBITS



EXHIBIT
NUMBER                  DESCRIPTION
- -------                 -----------
                  
99.1            --      Press release dated March 27, 2003.

EX-99.1

                                                                   EXHIBIT 99.1


NEWS


FLEMING PROVIDES UPDATE ON FINANCING DISCUSSIONS AND INTENDS TO REQUEST
EXTENSION OF TIME TO FILE FORM 10-K

DALLAS, March 28/PRNewswire-FirstCall/ -- Fleming Companies, Inc. (NYSE: FLM)
announced today that it is engaged in discussions with alternative financing
sources and its vendors regarding the Company's near-term liquidity constraints.
Based on discussions with its lenders earlier today, the Company does not expect
to reach closure on an amendment to its credit facility and now believes that
additional near-term financing is necessary to permit the Company to continue to
fulfill its obligations on a timely basis.


Peter Willmott, Fleming's Interim President and Chief Executive Officer, said,
"Our management and associates are committed to working closely with our vendors
to meet the continuing needs of our mutual retail customers."


The Company will file the necessary documentation with the Securities and
Exchange Commission to obtain a 15-day extension of the March 28, 2003 due date
for the filing of its Annual Report on Form 10-K for the fiscal year ended
December 28, 2002. The extension of time is necessary to permit the Company to
properly account for and assess the significant business changes affecting the
Company. Although the conclusions that will result from the Company's ongoing
assessment of these issues and the related Audit and Compliance Committee
investigation are not yet complete, it is likely that the Company will restate
certain of its historical financial statements and related disclosures
previously filed with the SEC.

Unless the Company is able to obtain sufficient alternative financing, the
Company now believes that its 2002 financial statements will likely include a
going concern uncertainty.

Fleming has settled all pre-petition and post-petition disputes with Kmart
relating to Kmart's bankruptcy filing and the subsequent termination of the
parties' supply agreement. The bankruptcy court entered an order approving the
settlement on March 25, 2003 and Fleming received $37 million in cash payments
thereunder earlier today.

Fleming also announced the completion of the sale of three of its retail stores
located in the Salt Lake City, Utah market and two of its retail stores in the
El Paso, Texas market to Albertsons.

About Fleming

Fleming is a leading supplier of consumer package goods to retailers of all
sizes and formats in the United States. Fleming serves a wide range retail
locations across the country, including supermarkets, convenience stores,
discount stores, concessions, limited assortment, drug, supercenters, 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. 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; 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 our retail operations; the ability to obtain
financing; successful execution of the operational realignment and cost
reduction plan; 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.


         CONTACTS:
           (Media) Shane Boyd 972.906.2125
           (Investors-Equity) Mark Shapiro 972.906.8109
           (Investors-Debt) Clint Bryant 972.906.8142


SOURCE Fleming