EXHIBIT 99.2

                              [FLEMING LETTERHEAD]
                                                                    NEWS RELEASE

FOR IMMEDIATE RELEASE                          CONTACT: SHANE BOYD 972.906.2125




                     FLEMING SECURES BANKRUPTCY COURT ORDER
                             ON NET OPERATING LOSSES

DALLAS, TEXAS - MAY 22, 2003 - Fleming Companies, Inc. today announced that on
May 19, 2003, the U.S. Bankruptcy Court for the District of Delaware granted a
motion, and on May 20, 2003 entered an order on the docket, intended to assist
the company in preserving its historical net operating losses (NOLs) by
prohibiting certain transfers of equity securities in the company and its
subsidiaries. If preserved, these NOLs constitute a tax benefit for the company.
The order will remain in effect until the Bankruptcy Court holds a hearing to
consider the appropriateness of the relief on a final basis. A hearing is
currently set for June 4, 2003.

         In general, the NOL order applies to any person or entity that,
directly or indirectly, beneficially owns (or would beneficially own as the
result of a proposed transfer) equity securities of the company and its
subsidiaries with an aggregate fair market value equal to or greater than five
percent of the fair market value of the company's common stock. Pursuant to the
NOL order, any purchase, sale or other transfer of equity securities in the
company and its subsidiaries in violation thereof will be null and void.

         For more detailed information, please read the NOL order in its
entirety as attached to the Current Report on Form 8-K to be filed with the
Securities and Exchange Commission.

         Fleming Companies, Inc. and its operating subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code on
April 1, 2003. The filings were made in the U.S. Bankruptcy Court in Wilmington,
Delaware. The case has been assigned to the Honorable Judge Mary F. Walrath
under case number 03-10945 (MFW) (Jointly Administered). Fleming's court filings
are available via the court's website, at www.deb.uscourts.gov.







ABOUT FLEMING

Fleming is a leading supplier of consumer package goods to independent
supermarkets, convenience-oriented retailers and other retail formats around the
country. To learn more about Fleming, visit our Web site at 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: the ability of the Company to continue as a going concern;
the ability of the Company to operate pursuant to the terms of the DIP facility;
court approval of the Company's motions prosecuted by it from time to time; the
ability of the Company to develop, prosecute, confirm and consummate one or more
plans of reorganization with respect to the Chapter 11 cases; risks associated
with third parties seeking and obtaining court approval to terminate or shorten
the exclusivity period for the Company to propose and confirm one or more plans
of reorganization, for the appointment of a Chapter 11 trustee or to convert the
cases to Chapter 7 cases; the ability of the Company to obtain trade credit, and
shipments and terms with vendors and service providers for current orders; the
Company's ability to maintain contracts that are critical to its operations;
potential adverse developments with respect to the Company's liquidity or
results of operations; the ability to fund and execute its business plan; the
ability to attract, retain and compensate key executives and associates; the
ability of the Company to attract and retain customers; changes in general
economic conditions; and, the ability to successfully sell the Company's retail
operations. Additional information about these and other factors is contained in
Fleming's reports and filings with the Securities and Exchange Commission. 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.

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