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                                                                 SEC File Number
                                                                    001-08140
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                                                                   CUSIP Number
                                                                      339130
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

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

         For Period Ended: MARCH 31, 2004
         [ ] 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



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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, 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"), its
third quarter ended October 4, 2003 (the "Third Quarter Form 10-Q") or its
Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the
"2003 Form 10-K"). As previously announced, 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. On May 17, 2004, Fleming filed a Form
8-K dated May 11, 2004, which attached as Exhibits 99.1 and 99.2 the Third
Amended Joint Plan of Reorganization (the "Third Amended Plan") and the related
disclosure statement for the Third Amended Plan.

On April 9, 2004, Fleming filed a motion with the Bankruptcy Court seeking the
Bankruptcy Court's appointment of Burr, Pilger & Mayer LLP as the independent
public accountant to audit the financial results of Core-Mark Newco, which
motion was approved by the Bankruptcy Court



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on May 14, 2004. 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, its Second Quarter Form 10-Q, its Third
Quarter Form 10-Q, its 2003 Form 10-K, its quarterly report on Form 10-Q for its
first quarter ended March 31, 2004 (the "First Quarter 2004 10-Q"), 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.

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, the Company's Quarterly Report on Form 10-Q for its
third quarter ended October 4, 2003 and the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 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 and 2004 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: May 18, 2004                          By: /s/ Rebecca A. Roof
                                                -------------------------------
                                                Rebecca A. Roof
                                                Interim Chief Financial Officer




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