UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION        SEC File Number
                             Washington, D.C. 20549                 001-08140

                                   FORM 12B-25                     CUSIP Number
                                                                       339130
                           NOTIFICATION OF LATE FILING



(Check One): [X] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-Q
             [ ] Form N-SAR

         For Period Ended: DECEMBER 31, 2003
         [ ]  Transition Report on Form 10-K
         [ ]  Transition Report on Form 20-F
         [ ]  Transition Report on Form 11-K
         [ ]  Transition Report on Form 10-Q
         [ ]  Transition Report on Form N-SAR
         For the Transition Period Ended:

         NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full Name of Registrant:                            Fleming Companies, Inc.
Former Name if Applicable:                          Not Applicable

Address of Principal Executive Office               1945 Lakepointe Drive
(Street and Number):

City, State and Zip Code:                           Lewisville, Texas 75057






PART II - RULES 12B-25(b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

[X]      (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

[ ]      (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on
or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and

[ ]      (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.


PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

On April 1, 2003 (the "Petition Date"), Fleming Companies, Inc. ("Fleming") and
certain of its subsidiaries filed petitions under chapter 11 of title 11 of the
United States Code in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). Prior to the Petition Date, Fleming filed a
Form 12b-25 to delay the filing of its Annual Report on Form 10-K (the "2002
Form 10-K") for the fiscal year ended December 28, 2002. Since the Petition
Date, Fleming has not filed its 2002 Form 10-K, or its quarterly report on Form
10-Q for its first quarter ended April 19, 2003 (the "First Quarter Form 10-Q"),
its second quarter ended July 12, 2003 (the "Second Quarter Form 10-Q") or its
third quarter ended October 4, 2003 (the "Third Quarter Form 10-Q"). On March
30, 2004, Fleming filed a Form 8-K dated March 26, 2004 (the "Form 8-K") which
stated that Fleming has filed its Debtors' and Official Committee of Unsecured
Creditors' Second Amended Joint Plan of Reorganization of Fleming Companies,
Inc. and its filing subsidiaries under Chapter 11 of the United States
Bankruptcy Code (the "Plan") (which Plan is attached as Exhibit 99.1 to the Form
8-K) with the Bankruptcy Court and, if approved by the Bankruptcy Court, the
Plan will result in (i) the cancellation of all of Fleming's equity securities,
including all of the shares of Fleming common stock, and (ii) the formation of a
new company, Core-Mark Newco (as defined in the Plan), which will own and
operate Core-Mark International, Inc. and the continuing operations of the
Fleming convenience store operations. As a result, Fleming's equity securities,
including shares of Fleming common stock, will have no value.

To date, Fleming has not secured the appointment of an independent public
accountant through the Bankruptcy Court proceedings. In light of the Plan,
Fleming does not intend to request the appointment of an independent public
accountant to audit Fleming's consolidated financial results. As a result,
Fleming will be unable to file its 2002 Form 10-K, its First Quarter Form 10-Q,



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its Second Quarter Form 10-Q, its Third Quarter Form 10-Q, its Annual Report on
Form 10-K (the "2003 Form 10-K") for the fiscal year ended December 31, 2003,
any historical financial reports that Fleming previously indicated may need to
be restated in its Form 12b-25 filings filed with the Securities and Exchange
Commission and any other future financial reports required by the Securities
Exchange Act of 1934, as amended.

Fleming intends to seek the Bankruptcy Court's approval of the retention of a
new independent public accountant to audit the financial results of Core-Mark
Newco.

PART IV - OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
notification

         Rebecca A. Roof                 (972)                    906-8000
              (Name)                  (Area Code)            (Telephone Number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                                                              [ ] Yes     [X] No

The Company's Annual Report on Form 10-K for the fiscal year ended December 28,
2002, the Company's Quarterly Report on Form 10-Q for its first quarter ended
April 19, 2003, the Company's Quarterly Report on Form 10-Q for its second
quarter ended July 12, 2003 and the Company's Quarterly Report on Form 10-Q for
its third quarter ended October 4, 2003 have not yet been filed.

         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?

                                                              [X] Yes     [ ] No

         If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

As previously announced, Fleming's Audit and Compliance Committee has conducted
an independent investigation into certain of Fleming's accounting and disclosure
practices. However, Fleming has sold substantial parts of its operations, and
any amounts reportable for this time period in 2003 would not allow a meaningful
comparison with Fleming's previously reported results for the prior year.



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                             Fleming Companies, Inc.
                            ------------------------
                (Name of the Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date:  March 31, 2004                       By: /s/ Rebecca A. Roof
                                                --------------------------------
                                                Rebecca A. Roof
                                                Interim Chief Financial Officer



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