8-K

                                  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): July 30, 2003

                             FLEMING COMPANIES, INC.

             (Exact name of Registrant as specified in its charter)

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

                              1945 LAKEPOINTE DRIVE

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

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



ITEM 5.  OTHER EVENTS AND REQUIRED FD DISCLOSURE.

         Fleming Companies, Inc. announced on July 30, 2003 that the company
received no qualifying bids to compete with the offer submitted by C&S
Acquisition LLC (an affiliate of C&S Wholesale Grocery) to acquire the company's
wholesale grocery business. As a result, no auction for the wholesale grocery
business was held on July 31, 2003. During a hearing scheduled for August 4,
2003 (continued, in part, until August 7, 2003) with the U.S. Bankruptcy Court
in Delaware, the company will seek approval of the sale of its wholesale grocery
business pursuant to the terms of the asset purchase agreement with C&S
Acquisition LLC.

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
are deemed to have been furnished pursuant to Item 9 hereof and shall not be
deemed to have been "filed" under the Securities Exchange Act of 1934.

         (c)      EXHIBITS

         EXHIBIT

         NUMBER   DESCRIPTION
         ------   -----------

         99.1     Press release dated July 30, 2003.

ITEM 9.  REGULATION FD DISCLOSURE.

         On July 30, 2003, the company issued a press release announcing the
matters referenced in Item 5 hereof. A copy of such press release is furnished
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 are deemed to have been furnished pursuant to this Item 9 and
shall not be deemed to have been "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:  August 1, 2003

                                                By: /s/ REBECCA A. ROOF
                                                Rebecca A. Roof
                                                Interim Chief Financial Officer


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                                INDEX TO EXHIBITS



     EXHIBIT
     NUMBER       DESCRIPTION
     -------      -----------
               
      99.1        Press release dated July 30, 2003.



                                       4

EX-99.1

                                                                    EXHIBIT 99.1

Fleming to Present C&S Agreement to Bankruptcy Court at August 4 Hearing

DALLAS, July 30 /PRNewswire-FirstCall/ -- Fleming Companies, Inc. today
announced that the company has received no qualifying bids to compete with the
offer submitted by C&S Wholesale Grocery to acquire Fleming's wholesale grocery
business. As a result, no auction will be held. The company will seek approval
of the C&S asset purchase agreement by the U.S. Bankruptcy Court in Delaware
during the hearing scheduled for August 4, 2003.

About Fleming

Fleming (OTC Pink Sheets: FLMIQ) is a supplier of consumer package goods to
independent supermarkets, convenience-oriented retailers and other retail
formats around the country. To learn more about Fleming, visit the company's Web
site at www.fleming.com.

Fleming 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.
Fleming's court filings are available via the court's website, at
www.deb.uscourts.gov.

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 closing of the sale of the wholesale assets to C&S
Wholesale Grocery, which is contingent upon closing conditions, regulatory
approvals and resolution of monetary cure claims; 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 or maintain 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
retain and compensate key executives and associates; the ability of the company
to retain customers; and changes in general economic conditions. 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.

CONTACT:  SHANE BOYD 972.906.2125

SOURCE:  Fleming