8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 26, 2004

                            FLEMING COMPANIES, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


          Oklahoma                      1-8140                   48-0222760
- -----------------------------        ------------           -------------------
(State or Other Jurisdiction         (Commission              (IRS Employer
      of Incorporation)              File Number)           Identification No.)


   15150 Preston Road, Dallas, Texas                              75248
- ----------------------------------------                        ----------
(Address of Principal Executive Offices)                        (Zip code)

Registrant's telephone number, including area code: (972) 720-2000

                 1945 Lakepointe Drive, Lewisville, Texas 75057
           -----------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

         On July 27, 2004, Fleming Companies, Inc. ("Fleming") issued a press
release announcing that, on July 26, 2004, the United States Bankruptcy Court
for the District of Delaware had confirmed the Third Amended and Revised Joint
Plan of Reorganization of Fleming and its filing subsidiaries (collectively, the
"Debtors") filed jointly by the Debtors and their Official Committee of
Unsecured Creditors. The press release is attached as Exhibit 99.1 to this
report on Form 8-K and is incorporated herein by reference.

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

(a)      Financial statements of businesses acquired.

         Not applicable

(b)      Pro forma financial information.

         Not applicable

(c)      Exhibits.

         99.1     Press Release dated July 26, 2004.


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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: July 27, 2004                       By: /s/ Rebecca A. Roof
                                              -------------------------------
                                              Rebecca A. Roof
                                              Interim Chief Financial Officer



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                                  EXHIBIT INDEX



Exhibit Number                   Description
- --------------        ----------------------------------
                   
99.1                  Press Release dated July 26, 2004.

EX-99.1

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                                                                               .
                                                                               .

                                                                    Exhibit 99.1

[FLEMING LOGO]                                                      NEWS RELEASE


                                                                  
FOR IMMEDIATE RELEASE     FLEMING CONTACT: Rebecca A. Roof              Fleming Companies, Inc.
                                           Chief Financial Officer      15150 Preston Road, Suite 240
                                           972-720-2024                 Dallas, Texas 75248
                                                                        telephone 972.720.2000
                                                                        www.fleming.com




                  COURT CONFIRMS FLEMING PLAN OF REORGANIZATION
COMPANY TARGETS PLANNED CLOSING AND EMERGENCE FROM CHAPTER 11 ON AUGUST 15, 2004

         DALLAS, TEXAS - JULY 26, 2004 -Fleming Companies, Inc. ("Fleming")
announced that the US Bankruptcy Court in Delaware confirmed the Company's Third
Amended Plan of Reorganization filed jointly by Fleming and its Unsecured
Creditors' Committee (the "Plan"). Following a confirmation hearing in
Wilmington, Delaware, Judge Mary Walrath ruled that Fleming had met all of the
necessary statutory requirements to confirm the Plan. It is anticipated that the
Plan will become effective in mid-August.

         The Plan provides for the reorganization of the Debtors centered around
the Fleming convenience store distribution operations through the formation of a
new entity which will be known as Core-Mark Holding Company, Inc. ("Core-Mark").
Unsecured creditors will receive the majority of the common stock of Core-Mark.
Financing commitments from General Electric Capital Corporation for a $240
million revolving credit facility and a $10 million term loan have been
provided. Sankaty Advisors, LLC has provided a commitment for an additional $70
million term loan facility. Additionally, Fleming's remaining assets and
liabilities not related to the convenience operations will be transferred to
either a Post-Confirmation Trust, which will have the responsibility for
liquidating such assets and liabilities, pursuing causes of action and
reconciling and paying claims, or a Reclamation Creditors' Trust, which will
have similar responsibilities and rights with respect to reclamation creditors.

         Core-Mark distributes products to convenience stores and other
retailers from 22 distribution centers. Core-Mark's distribution centers service
customers in 38 states and five Canadian provinces. Mike Walsh, President and
Chief Executive Officer of Core-Mark said "We



                                                                    Exhibit 99.1

are pleased to emerge from bankruptcy as an independent company with a loyal
customer base and a strong balance sheet. We look forward to working with our
new board of directors and owners to drive our business forward."

         Archie Dykes, Chief Executive Officer of Fleming, said "We appreciate
the strong support for our Plan of Reorganization by creditors and lenders. They
have been cooperative and constructive partners throughout Fleming's
reorganization process. We are also grateful to our vendors, customers and
associates for their continued support during this challenging time, and we
greatly appreciate the time and attention Judge Walrath and the bankruptcy
court, clerks and staff have given to this case."

         Sandra Schirmang, Co-Chair of the OCUC, added: "We have worked hard to
assist Core-Mark so that it may emerge from bankruptcy as a strong company, with
a healthy balance sheet and customer-focused philosophy. Going forward,
Core-Mark intends to have a corporate governance structure that will allow the
Company to focus on the creation of long-term value. We welcome the opportunity
to work with senior management and associates to build a brighter future for
Core-Mark."

ABOUT FLEMING

         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. The Disclosure Statement and Third Amended Plan of
Reorganization are also available at www.bmccorp.net.

ABOUT CORE-MARK

         Core-Mark is a leading distributor of consumer packaged goods and store
supplies to the convenience retail industry. Core-Mark provides distribution and
logistics services as well as value-added programs to over 19,500 customer
locations across 38 states and five Canadian provinces. Core-Mark services a
variety of store formats including traditional convenience retailers, mass
merchandisers, drug, liquor and specialty stores, and other stores that carry
consumer packaged goods.

FORWARD-LOOKING STATEMENT

         This document contains forward-looking statements regarding future
events, including statements regarding value maximization, the expected timing
for court hearings, and the



                                                                    Exhibit 99.1

implementation of agreements reached. 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 confirm and consummate a Plan of Reorganization on the
terms and assumptions expected; 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; 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 attract, retain and compensate key executives and
associates; the ability of the company to attract and retain customers; and
changes in general economic conditions. 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.