EXHIBIT 10.68

        AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
                             FOR THE
        FLEMING COMPANIES, INC. 1999 STOCK INCENTIVE PLAN

     THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT FOR
THE FLEMING COMPANIES, INC. 1999 STOCK INCENTIVE PLAN
("Amendment") is entered into as of the 29th day of February,
2000 by and between Fleming Companies, Inc., an Oklahoma
corporation (the "Company"), and David R. Almond (the
"Participant").

                           WITNESSETH:

     WHEREAS, the Company and the Participant have previously
entered into that certain Non-Qualified Stock Option Agreement
under the Fleming Companies, Inc. 1999 Stock Incentive Plan dated
March 2, 1999 (the "Agreement"), which granted to the Participant
options to purchase 100,000 shares of voting common stock of the
Company in exchange for the Participant's performing future
services for the Company pursuant to the terms of the Agreement;
and

     WHEREAS, all capitalized terms used in this Amendment shall
have the same meaning ascribed to them in the Agreement unless
specifically denoted otherwise; and

     WHEREAS, effective as of March 2, 2000, the Participant will
become 100% vested in Stock Options to purchase 25,000 shares of
Common Stock pursuant to Section 2 of the Agreement; and

     WHEREAS, the parties hereto wish to amend the Agreement to
provide that the 25,000 Stock Options subject to the March 2,
2003 Exercise Date shall instead be subject to the March 2, 2001
Exercise Date; and

     WHEREAS, this Amendment is not intended and shall not be
construed as increasing the aggregate number of shares of Common
Stock subject to the Stock Options under the Agreement.

     NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
that Section 2 of the Agreement is hereby amended to read as
follows:

     "2.  TIMES OF EXERCISE OF STOCK OPTION.  After, and
     only after, the conditions of Section 8 hereof have
     been satisfied, the Participant shall be eligible to
     exercise that portion of his Stock Options pursuant to
     the schedule set forth hereinafter.  If the
     Participant's employment with the Company (or of any
     one or more of the Subsidiaries of the Company) remains
     full-time and continuous at all times prior to any of
     the 'Exercise Dates' set forth in this Section 2, then
     the Participant shall be entitled, subject to the
     applicable provisions of the Plan and this Option
     Agreement having been satisfied, to exercise on or
     after the applicable Exercise Date, on a cumulative
     basis, the number of shares of Stock determined by
     multiplying the aggregate number of shares set forth in
     Section 1 of this Option Agreement by the designated
     percentage set forth below.

                                        Percent of Stock
          Exercise Dates                Option Exercisable
          --------------                ------------------

          On or After March 2, 2000          25%
          On or After March 2, 2001          75%
          On or After March 2, 2002         100%"

     The Agreement is not amended in any respect except as herein
provided.

     IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first above written.


"Company"                     FLEMING COMPANIES, INC., an
                              Oklahoma corporation

                               SCOTT M. NORTHCUTT
                               Scott M. Northcutt, Senior Vice
                               President - Human Resources


"Participant"                  DAVID R. ALMOND
                               David R. Almond