Exhibit 10.61

                      EMPLOYMENT AGREEMENT

          AGREEMENT, dated as of January 18, 2000, by and between
FLEMING COMPANIES, INC., an Oklahoma corporation (the "Company")
and LENORE T. GRAHAM ("Executive").

          IN CONSIDERATION of the premises and the mutual
covenants set forth below, the parties hereby agree as follows:

          1.   Employment.  The Company hereby agrees to employ
Executive as Senior Vice President, General Counsel and Corporate
Secretary of the Company, and Executive hereby accepts such employ-
ment, on the terms and conditions hereinafter set forth.

          2.   Term.  The period of employment of Executive by the
Company hereunder (the "Employment Period") shall commence on January
18, 2000 (the "Commencement Date") and shall continue through January
17, 2005.  The Employment Period may be sooner terminated in
accordance with Section 6 of this Agreement.

          3.   Position and Duties.  During the Employment Period,
Executive shall report directly to the Chairman and Chief
Executive Officer of the Company.  Executive shall have those
powers and duties normally associated with the position of Senior
Vice President, General Counsel and Corporate Secretary.
Executive shall devote substantially all of her working time,
attention and energies (other than absences due to illness or
vacation) to the performance of her duties for the Company.
Notwithstanding the above, Executive shall be permitted, to the
extent such activities do not interfere with the performance by
Executive of her duties and responsibilities hereunder or violate
Sections 10(a), (b) or (c) of this Agreement, to (i) manage
Executive's personal, financial and legal affairs, (ii) serve on
civic or charitable boards or committees and (iii) subject to the
approval of the board of directors of the Company (the "Board")
(which approval shall not be unreasonably withheld), serve on the
board of directors or other similar governing body of any other
corporation or other business entity or trade organization.

          4.   Place of Performance.  The principal place of employment
of Executive shall be at the Company's principal executive offices.

          5.   Compensation and Related Matters.

               (a)  Base Salary.  During the Employment Period the Company
shall pay Executive a base salary at the rate of not less than $250,000
per year ("Base Salary").  Executive's Base Salary shall be paid
in approximately equal installments in accordance with the
Company's customary payroll practices. Executive's Base Salary
shall be subject to increase, but not decrease, pursuant to
annual review by the Compensation and Organization Committee of
the Board (the "Compensation Committee").  Such increased Base
Salary shall then constitute the Base Salary for all purposes of
this Agreement.

               (b)  Company Stock Option. The Company has granted to
Executive, on the Commencement Date, (i) a stock option to purchase
55,800 shares of the common stock of the Company, par value $2.50 per
share (the "Company Stock"), at an exercise price of $8.9688 per
share, pursuant to the Company's 1990 Stock Option Plan and (ii)
a stock option to purchase 44,200 shares of Company Stock at an
exercise price of $8.9375 per share, pursuant to the Company's
1996 Stock Incentive Plan (collectively, the "Company Options").
Each of the Company Options has a scheduled 10-year term and,
subject to the terms of the applicable stock option agreements
between the Company and Executive, shall vest and become
exercisable (i) with respect to 25% of the shares of Company
Stock subject to such Company Options on each of the first four
anniversaries of the Commencement Date and (ii) upon the
occurrence of a Change of Control (as such term is defined in
that certain Change of Control Employment Agreement, dated as of
the date of this Agreement, between the Company and Executive)
with respect to 100% of the Company Stock subject to Company
Options.

               (c)  Annual Bonus.  Executive shall have a target annual
bonus of 55% of Base Salary and a maximum annual bonus of 110% of Base
Salary, based upon meeting performance goals established by the
Compensation Committee.  The performance goals and corresponding
bonus amounts during the Employment Period shall be established
by the Compensation Committee.

               (d)  Expenses.  The Company shall promptly reimburse
Executive for all reasonable business expenses upon the presentation
of reasonably itemized statements of such expenses in accordance
with the Company's policies and procedures now in force or as
such policies and procedures may be modified with respect to all
senior executive officers of the Company.

               (e)  Vacation.  Executive shall be entitled to the
number of weeks of vacation per year provided to the Company's senior
executive officers.

               (f)  Restricted Stock Grant.  The Company has granted to
Executive, on the Commencement Date, ten thousand (10,000) shares
of restricted Company Stock (the "Restricted Stock") pursuant to
the Company's 1996 Stock Incentive Plan.  In connection with the
grant of the Restricted Stock, Executive shall make an election
prior to February 17, 2000 to include in gross income the value
of the Restricted Stock on the date of grant pursuant to Section
83(b) of the Internal Revenue Code of 1986, as amended (the
"Code").  Upon notification from Executive that she has made such
election, the Company shall pay to Executive an additional
payment in an amount necessary to cause the net amount of such
payment that is retained by Executive after the calculation and
deduction of any and all federal, state and local income taxes
and employment taxes on such payment to be equal to Executive's
income taxes attributable to the Restricted Stock and Executive's
election under Section 83(b) of the Code in connection with the
Restricted Stock.

               (g)  Welfare, Pension and Incentive Benefit Plans.  During
the Employment Period, Executive (and her spouse and dependents to
the extent provided therein) shall be entitled to participate in
and be covered under all the welfare benefit plans or programs
maintained by the Company from time to time for the benefit of
its senior executives including, without limitation, all medical,
life, hospitalization, dental, disability, accidental death and
dismemberment and travel accident insurance plans and programs.
In addition, during the Employment Period, Executive shall be
eligible to participate in all pension, retirement, savings and
other employee benefit plans and programs maintained from time to
time by the Company for the benefit of its senior executives or
any annual incentive or long-term performance plans.

               (h)  Offices.  Executive shall serve, without additional
compensation, as a director or trustee of the Company's wholly-
owned subsidiaries, (and as a member of any committees of the
board of directors of any such entities), and in one or more
executive positions of any of such subsidiaries, provided that
Executive is indemnified for serving in any and all such
capacities on a basis no less favorable than is then provided to
any other director of such entity.

               (i)  Relocation.  The Executive shall be provided with
the Company's standard relocation program for transferred senior
executive officers in order to relocate to the Company's
principal executive offices in Lewisville, Texas, including
travel costs, temporary housing, moving costs of household
belongings, storage costs for up to one year, and any other
expenses necessary to efficiently effect Executive's relocation
(collectively, the "Relocation Payment").  Also, at the
Executive's option, at any time during up to the first two (2)
years of the employment period, the Company shall purchase the
Executive's residence in Oklahoma City at a purchase price equal
to the greater of the appraised value (as set by an appraiser
designated by the Company) or the Executive's invested cost in
the residence (the "Residence Payment").  In addition to these
payments, the Company shall pay the Executive an additional
payment in an amount (the "Tax Gross-Up Amount") necessary to
cause the net amount of such payment that is retained by the
Executive after the calculation and deduction of all federal,
state and local income taxes and employment taxes on such
payments to be equal to the Executive's income tax attributable
to such payments for the Relocation Payment and the Residence
Payment.  In the event the Executive voluntarily leaves her
employment with the Company, other than for "good reason" (as
such term is hereafter defined), prior to January 18, 2002, the
Executive shall repay the Company an amount equal to the
Relocation Payment, plus the Tax Gross-Up Amount attributable to
the Relocation Payment within thirty (30) days after her
termination of employment; provided, however, that this repayment
obligation shall be waived in equal increments each of one eighth
(1/8th) of the total amount, for each three consecutive months
during which the Executive is employed following January 18, 2000.

               (j)  Indemnification and Insurance.  Executive shall
be indemnified and held harmless by the Company during the term of
this Agreement and following any termination of this Agreement
for any reason whatsoever in the same manner as would any other
key management associate of the Company with respect to acts or
omissions occurring prior to the termination of employment of the
Executive under this Agreement.  In addition, during the
Employment Period and for a period of five years following the
termination of employment of the Executive under this Agreement
for any reason whatsoever, the Executive shall be covered by a
Company-held directors and officers liability insurance policy
covering acts or omissions occurring prior to the termination of
employment of the Executive under this Agreement.

          6.   Termination.  Executive's employment hereunder may be
terminated during the Employment Period under the following
circumstances:

               (a)  Death.  Executive's employment hereunder shall
terminate upon her death.

               (b)  Disability.  If, as a result of Executive's
incapacity due to physical or mental illness, Executive shall have
been substantially unable to perform her duties hereunder for an
entire period of six (6) consecutive months, and within thirty
(30) days after written Notice of Termination is given after such
six (6) month period, Executive shall not have returned to the
substantial performance of her duties on a full-time basis, the
Company shall have the right to terminate Executive's employment
hereunder for "Disability", and such termination in and of itself
shall not be, nor shall it be deemed to be, a breach of this
Agreement.

               (c)  Cause.  The Company shall have the right to terminate
Executive's employment for Cause, and such termination shall not
be, nor shall it be deemed to be, a breach of this Agreement.
For purposes of this Agreement, the Company shall have "Cause" to
terminate Executive's employment upon:

                    (i)  Executive's conviction of a felony by a federal or
               state court of competent jurisdiction; or

                    (ii)  an act or acts of dishonesty taken by Executive and
               intended to result in substantial personal enrichment of
               Executive at the expense of the Company; or

                    (iii)  Executive's "willful" failure to follow a direct,
               reasonable and lawful order from the Board and/or the Chairman
               and Chief Executive Officer, within the reasonable scope of
               Executive's duties, which failure is not cured within thirty (30)
               days.

For purposes of this Section 6(c), no act, or failure to act, by
Executive shall be considered "willful" unless done, or omitted
to be done, by Executive not in good faith and without a
reasonable belief that the act or omission was in the best
interests of the Company.  Cause shall not exist under paragraphs
(i), (ii) or (iii) above unless and until the Company has
delivered to Executive a copy of a resolution duly adopted by not
less than three-fourths (3/4ths) of the Board (excluding
Executive) at a meeting of the Board called and held for such
purpose (after reasonable notice to Executive and an opportunity
for Executive, together with her counsel, to be heard before the
Board), finding that in the good faith opinion of the Board,
Executive was guilty of the conduct set forth in paragraphs
(i),(ii) or (iii) and specifying the particulars thereof in
detail.

               (d)  Good Reason.  Executive may terminate her employment
for "Good Reason" by providing Notice of Termination (as defined in
Section 7(a)) to the Company within one hundred and twenty (120)
days after Executive has actual knowledge of the occurrence,
without the written consent of Executive, of one of the events
set forth below.  Executive's Date of Termination for Good Reason
shall be fifteen (15) days after Notice of Termination, unless
the basis for Good Reason has been cured by the Company prior to
such date:

                    (i)  the assignment to Executive of duties materially and
               adversely inconsistent with Executive's status as Executive Vice
               President and Chief Financial Officer of the Company or a
               material and adverse alteration in the nature of Executive's
               duties and/or responsibilities, reporting obligations, titles or
               authority;

                    (ii)  a reduction by the Company in Executive's Base Salary;

                    (iii)  the relocation of (a) the Company's principal
               executive offices or Executive's own office location to a
               location more than twenty five (25) miles from Oklahoma City
               except with respect to one relocation during the term of this
               Agreement, provided such relocation is pursuant to recommenda-
               tion of the Chairman and Chief Executive Officer or an action
               by the Board concurred in by the Chairman and Chief Executive
               Officer, as evidenced by her vote, or (b) Executive's office
               location to a place other than the Company's principal
               executive offices;

                    (iv)  the Company's failure to provide any material employee
               benefits due to be provided to Executive (other than any such
               failure which affects all senior executive officers); or

                    (v)  the failure of any successor to the Company to assume
               this Agreement pursuant to Section 12(a).

Executive's right to terminate her employment hereunder for Good
Reason shall not be affected by her incapacity due to physical or
mental illness.  Executive's continued employment during the one
hundred and twenty (120) day period referred to above in this
paragraph (d) shall not constitute consent to, or a waiver of
rights with respect to, any act or failure to act constituting
Good Reason hereunder.

               (e)  Without Cause.  The Company shall have the right
to terminate Executive's employment hereunder without Cause by
providing Executive with a Notice of Termination, and such
termination shall not in and of itself be, nor shall it be deemed
to be, a breach of this Agreement.

          7.   Termination Procedure.

               (a)  Notice of Termination.  Any termination of Execu-
tive's employment by the Company or by Executive during the Employment
Period (other than termination pursuant to Section 6(a)) shall be
communicated by written Notice of Termination to the other party
hereto in accordance with Section 13.  For purposes of this
Agreement, a "Notice of Termination" shall mean a written notice
which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated.

               (b)  Date of Termination.  "Date of Termination" shall
mean (i) if Executive's employment is terminated by her death, the date
of her death, (ii) if Executive's employment is terminated pursuant
to Section 6(b), thirty (30) days after Notice of Termination
(provided that Executive shall not have returned to the
substantial performance of her duties on a full-time basis during
such thirty (30) day period), (iii) if Executive's employment is
terminated pursuant to Section 6(d), the date provided in such
Section, and (iv) if Executive's employment is terminated for any
other reason, the date on which a Notice of Termination is given
or any later date (within thirty (30) days after the giving of
such notice) set forth in such Notice of Termination.

          8.   Compensation Upon Termination or During Disability.
In the event Executive is disabled or her employment terminates during
the Employment Period, the Company shall provide Executive with
the payments and benefits set forth below.  Executive acknowledges
and agrees that the payments set forth in this Section 8, and the
other agreements and plans referenced in this Agreement, constitute
the sole and liquidated damages for termination of her employment
during the Employment Period.  The Executive also agrees that the
Company shall have the right to deduct any amounts owed by the
Executive to the Company for any reason, including, without limi-
tation, due to the Executive's misappropriation of Company funds,
from the payments set forth in this Section 8.

               (a)  Termination By Company without Cause or By
Executive for Good Reason.  If Executive's employment is terminated
by the Company without Cause or by Executive for Good Reason:

                    (i)  the Company shall pay to Executive (A) her Base Salary
               and accrued vacation pay through the Date of Termination, as
               soon as practicable following the Date of Termination, and (B)
               continued Base Salary (as provided for in Section 5(a)) for
               a period of twenty-four (24) months following the Date of
               Termination;

                    (ii)  the Company shall maintain in full force and effect,
               for the continued benefit of Executive, her spouse and her
               dependents for a period of twenty-four (24) months following
               the Date of Termination the medical, hospitalization, dental,
               and life insurance programs in which Executive, her spouse and
               her dependents were participating immediately prior to the Date
               of Termination at the level in effect and upon substantially the
               same terms and conditions (including without limitation
               contributions required by Executive for such benefits) as existed
               immediately prior to the Date of Termination; provided, that if
               Executive, her spouse or her dependents cannot continue to
               participate in the Company programs providing such benefits, the
               Company shall arrange to provide Executive, her spouse and her
               dependents with the economic equivalent of such benefits which
               they otherwise would have been entitled to receive under such
               plans and programs ("Continued Benefits"); provided, that if
               Executive becomes reemployed with another employer and is
               eligible to receive medical or other welfare benefits under
               another employer-provided plan, the medical and other welfare
               benefits described herein shall be secondary to those provided
               under such other plan during such applicable period;

                    (iii)  the Company shall reimburse Executive pursuant to
               Section 5(d) for reasonable expenses incurred, but not paid,
               prior to such termination of employment; and

                    (iv)  Executive shall be entitled to any other rights,
               compensation and/or benefits as may be due to Executive following
               such termination to which she is otherwise entitled in accordance
               with the terms and provisions of any agreements, plans or
               programs of the Company.

               (b)  Cause or By Executive Without Good Reason.  If Executive's
employment is terminated by the Company for Cause or by Executive
(other than for Good Reason):

                    (i)  the Company shall pay Executive her Base Salary and her
               accrued vacation pay (to the extent required by law or the
               Company's vacation policy) through the Date of Termination, as
               soon as practicable following the Date of Termination;

                    (ii)  the Company shall reimburse Executive pursuant to
               Section 5(d) for reasonable expenses incurred, but not paid,
               prior to such termination of employment, unless such termi-
               nation resulted from a misappropriation of Company funds; and

                    (iii)  Executive shall be entitled to any other rights,
               compensation and/or benefits as may be due to Executive following
               such termination to which she is otherwise entitled in accordance
               with the terms and provisions of any agreements, plans or
               programs of the Company.

               (c)  Disability.  During any period that Executive fails
to perform her duties hereunder as a result of incapacity due to
physical or mental illness ("Disability Period"), Executive shall
continue to receive her full Base Salary set forth in Section
5(a) until her employment is terminated pursuant to Section 6(b).
In the event Executive's employment is terminated for Disability
pursuant to Section 6(b):

                    (i)  the Company shall pay to Executive (A) her Base Salary
               and accrued vacation pay through the Date of Termination, as
               soon as practicable following the Date of Termination, and (B)
               provide Executive with disability benefits pursuant to the
               terms of the Company's disability programs;

                    (ii)  the Company shall reimburse Executive pursuant to
               Section 5(d) for reasonable expenses incurred, but not paid,
               prior to such termination of employment; and

                    (iii)  Executive shall be entitled to any other rights,
               compensation and/or benefits as may be due to Executive following
               such termination to which she is otherwise entitled in accordance
               with the terms and provisions of any agreements, plans or
               programs of the Company.

               (d)  Death.  If Executive's employment is terminated by her
death:

                    (i)  the Company shall pay in a lump sum to Executive's
               beneficiary, legal representatives or estate, as the case may be,
               Executive's Base Salary through the Date of Termination;

                    (ii)  the Company shall reimburse Executive's beneficiary,
               legal representatives, or estate, as the case may be, pursuant to
               Section 5(d) for reasonable expenses incurred, but not paid,
               prior to such termination of employment; and

                    (iii)  Executive's beneficiary, legal representatives or
               estate, as the case may be, shall be entitled to any other
               rights, compensation and benefits as may be due to any such
               persons or estate following such termination to which such
               persons or estate is otherwise entitled in accordance with the
               terms and provisions of any agreements, plans or programs of the
               Company.

          9.   Mitigation.  Executive shall not be required to mitigate
amounts payable under this Agreement by seeking other employment
or otherwise, and, not withstanding Section 8 hereof, there shall
be no offset against amounts due Executive under this Agreement
on account of subsequent employment except as specifically
provided herein.

          10.  Confidential Information, Ownership of Documents; Non-
Competition.

               (a)  Confidential Information.  Executive shall hold
in a fiduciary capacity for the benefit of the Company all trade
secrets and confidential information, knowledge or data relating
to the Company and its businesses and investments and its
Affiliates, which shall have been obtained by Executive during
Executive's employment by the Company and which is not generally
available public knowledge (other than by acts by Executive in
violation of this Agreement).  Except as may be required or
appropriate in connection with her carrying out her duties under
this Agreement, Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or
any legal process, or as is necessary in connection with any
adversarial proceeding against the Company (in which case
Executive shall use her reasonable best efforts in cooperating
with the Company in obtaining a protective order against
disclosure by a court of competent jurisdiction), communicate or
divulge any such trade secrets, information, knowledge or data to
anyone other than the Company and those designated by the Company
or on behalf of the Company in the furtherance of its business or
to perform duties hereunder.

               (b)  Removal of Documents; Rights to Products; Other
Property. All records, files, drawings, documents, models, equipment,
and the like relating to the Company's business and its Affiliates,
which Executive has control over shall not be removed from the
Company's premises without its written consent, unless such
removal is in the furtherance of the Company's business or is in
connection with Executive's carrying out her duties under this
Agreement and, if so removed, shall be returned to the Company
promptly after termination of Executive's employment hereunder,
or otherwise promptly after removal if such removal occurs
following termination of employment.  Executive shall assign to
the Company all rights to trade secrets and other products
relating to the Company's business developed by her alone or in
conjunction with others at any time while employed by the
Company.  Executive shall also return to the Company all Company-
provided vehicles in her possession or control.

               (c)  Protection of Business.  During the Employment
Period and until the second anniversary of Executive's Date of Termina-
tion (other than if such termination is by the Company without Cause
or by Executive for Good Reason), the Executive will not in the
capacity of a businessperson, directly or indirectly, be a
shareholder, principal, agent, partner, officer, director,
employee or consultant of SUPERVALU, Inc., Nash Finch Company,
Richfood Holdings, Inc. or any other direct competitor of the
Company, excluding, national retail chains, or any subsidiary,
affiliate or successor of any direct competitor of the Company
(collectively, the "Competitors"); provided, however, that
nothing in this Section 10(c) is intended to preclude the
Executive from being employed or otherwise acting in the capacity
of a lawyer on behalf of any of the Competitors unless such
employment or activity would result in a breach of her conflict
of interest and/or confidentiality obligations as an attorney or
former attorney for and an officer or former officer of the
Company or based on the confidentiality requirements contained in
Section 10(a).  Notwithstanding the preceding sentence, the
Executive shall not be prohibited from owning less than one
percent (1%) of any publicly traded corporation (or from owning
any greater percentage if such ownership is through a mutual fund
or other diversified investment vehicle in which she has a
passive and minority interest), whether or not such corporation
is a Competitor.  If, at any time, the provisions of this Section
10(c) shall be determined to be invalid or unenforceable, by
reason of being vague or unreasonable as to area, duration or
scope of activity, this Section 10(c) shall be considered
divisible and shall become and be immediately amended to only
such area, duration and scope of activity as shall be determined
to be reasonable and enforceable by the court or other body
having jurisdiction over the matter; and Executive agrees that
this Section 10(c) as so amended shall be valid and binding as
though any invalid or unenforceable provision had not been
included herein.  The parties agree that the duration and
geographic area for which the covenant not to compete set forth
in this Section 10(c) is to be effective are reasonable.

               (d)  Injunctive Relief.  In the event of a breach or
threatened breach of this Section 10, Executive agrees that the Company
shall be entitled to injunctive relief in a court of appropriate
jurisdiction to remedy any such breach or threatened breach,
Executive acknowledging that damages would be inadequate and
insufficient.

               (e)  Continuing Operation.  Except as specifically provided
in this Section 10, the termination of Executive's employment or of
this Agreement shall have no effect on the continuing operation
of this Section 10.

          11.  Arbitration; Legal Fees and Expenses.  The parties
agree that Executive's employment and this Agreement relate to
interstate commerce, and that any disputes, claims or
controversies between Executive and the Company which may arise
out of or relate to the Executive's employment relationship or
this Agreement shall be settled by arbitration.  This agreement
to arbitrate shall survive the termination of this Agreement.
Any arbitration shall be in accordance with the Rules of the
American Arbitration Association and shall be undertaken pursuant
to the Federal Arbitration Act.  Arbitration will be held in
Dallas, Texas unless the parties mutually agree on another
location.  The decision of the arbitrator(s) will be enforceable
in any court of competent jurisdiction.  The parties agree that
punitive, liquidated or indirect damages shall not be awarded by
the arbitrator(s).  Nothing in this agreement to arbitrate,
however, shall preclude the Company from obtaining injunctive
relief from a court of competent jurisdiction prohibiting any on-
going breaches by Executive of this Agreement including, without
limitation, violations of Section 10.  If any contest or dispute
shall arise between the Company and Executive regarding any
provision of this Agreement, the Company shall reimburse
Executive for all legal fees and expenses reasonably incurred by
Executive in connection with such contest or dispute, but only if
Executive is successful in respect of one or more of Executive's
material claims or defenses brought, raised or pursued in
connection with such contest or dispute.  Such reimbursement
shall be made as soon as practicable following the resolution of
such contest or dispute to the extent the Company receives
reasonable written evidence of such fees and expenses.

          12.  Successors Binding Agreement.

               (a)  Company's Successors.  No rights or obligations
of the Company under this Agreement may be assigned or transferred
except that the Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had
taken place.  As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business
and/or assets (by merger, purchase or otherwise) which executes
and delivers the agreement provided for in this Section 12 or
which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law.

               (b)  Executive's Successors.  No rights or obligations
of Executive under this Agreement may be assigned or transferred by
Executive other than her rights to payments or benefits
hereunder, which may be transferred only by will or the laws of
descent and distribution.  Upon Executive's death, this Agreement
and all rights of Executive hereunder shall inure to the benefit
of and be enforceable by Executive's beneficiary or
beneficiaries, personal or legal representatives, or estate, to
the extent any such person succeeds to Executive's interests
under this Agreement.  Executive shall be entitled to select and
change a beneficiary or beneficiaries to receive any benefit or
compensation payable hereunder following Executive's death by
giving the Company written notice thereof.  In the event of
Executive's death or a judicial determination of her
incompetence, reference in this Agreement to Executive shall be
deemed, where appropriate, to refer to her beneficiary(ies),
estate or other legal representative(s).  If Executive should die
following her Date of Termination while any amounts would still
be payable to her hereunder if she had continued to live, all
such amounts unless otherwise provided herein shall be paid in
accordance with the terms of this Agreement to such person or
persons so appointed in writing by Executive, or otherwise to her
legal representatives or estate.

          13.  Notice.  For the purposes of this Agreement, notices,
demands and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been
duly given when delivered either personally or by United States
certified or registered mail, return receipt requested, postage
prepaid, addressed as follows:

          If to Executive:

          At her last known address
          evidenced on the Company's
          payroll records.

          If to the Company:

          Fleming Companies, Inc.
          6301 Waterford Boulevard
          Oklahoma City, Oklahoma  73126-0647

          Attention:  Senior Vice President - Human Resources

or to such other address as any party may have furnished to the
others in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

          14.  Miscellaneous.  No provisions of this Agreement may
be amended, modified, or waived unless such amendment or
modification is agreed to in writing signed by Executive and by a
duly authorized officer of the Company, and such waiver is set
forth in writing and signed by the party to be charged.  No
waiver by either party hereto at any time of any breach by the
other party hereto of any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.  The respective rights
and obligations of the parties hereunder shall survive
Executive's termination of employment and the termination of this
Agreement to the extent necessary for the intended preservation
of such rights and obligations.  The validity, interpretation,
construction and performance of this Agreement shall be governed
by the laws of the State of Texas without regard to its conflicts
of law principles.

          15.  Validity.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

          16.  Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.

          17.  Entire Agreement.  This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises,
covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or
representative of any party hereto in respect of such subject
matter.  Any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and
cancelled.

          18.  Withholding.  All payments hereunder shall be subject to
any required withholding of Federal, state and local taxes pursuant
to any applicable law or regulation.

          19.  Section Headings.  The section headings in this Agree-
ment are for convenience of reference only, and they form no part of
this Agreement and shall not affect its interpretation.

          IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the date first above written.

                              FLEMING COMPANIES, INC.

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


                              LENORE T. GRAHAM
                              Lenore T. Graham