EXHIBIT 10.67

              AMENDMENT TO THE AMENDED AND RESTATED
            RESTRICTED STOCK AWARD AGREEMENT FOR THE
        FLEMING COMPANIES, INC. 1996 STOCK INCENTIVE PLAN


     THIS AMENDMENT TO THE AMENDED AND RESTATED RESTRICTED STOCK
AWARD AGREEMENT FOR THE FLEMING COMPANIES, INC. 1996 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 Amended and Restated Restricted Stock
Award Agreement for the Fleming Companies, Inc. 1996 Stock
Incentive Plan dated August 18, 1998 (the "Agreement"), which
provided that the Company would grant to the Participant an award
of 20,000 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, as of the date hereof, the Participant has already
become 100% vested in 10,000 shares of Stock (as defined in the
Agreement) pursuant to Section A of Exhibit "B" of the Agreement,
and 3,334 shares of Stock pursuant to Section B of Exhibit "B" of
the Agreement; and

     WHEREAS, the parties hereto wish to amend the Exhibit "B" of
the Agreement to provide that the remaining 6,666 unvested shares
of Stock that were subject to performance vesting under Section B
shall instead be subject to vesting after a required period of
continuous employment with the Company and/or any of its
subsidiaries; and

     WHEREAS, the parties hereto also wish to amend the Agreement
to provide that the Participant will be reimbursed by the Company
for income taxes attributable to the vesting of the remaining
6,666 unvested shares of Stock in accordance with the Agreement;
and

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

     NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
as follows:

     1.   The Agreement is hereby amended to add the following new
          Section:

          "14.  Reimbursement of Taxes.  The Company shall
          pay to the Participant an amount necessary to
          cause the net amount of such payment that is
          retained by the Participant 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 the Participant's income
          taxes attributable to the vesting of 6,666 shares
          of Stock within the Award on March 2, 2001 in
          accordance with the terms of Section A of Exhibit
          "B" of this Agreement."

     2.   Exhibit "B" of the Agreement shall be amended to read as
          follows:

                          "EXHIBIT 'B'
                   VESTING OF RESTRICTED STOCK

     Restricted Stock shall vest in accordance with the
     following terms during the 'Award Period' which shall
     commence November 1, 1997 and shall terminate March 2,
     2001 if not sooner vested.  Shares not fully vested
     during the Award Period shall be forfeited by the
     Participant at the end of the Award Period.

     A.   Sixteen thousand, six hundred sixty-six (16,666)
     shares of Stock in the Award will be subject to vesting
     based upon the Participant's continuous employment with
     the Company and/or any of its Subsidiaries through the
     vesting dates set forth on the following table:

          Vesting Date                  Number of Shares Vested
          ------------                  -----------------------

          January 1, 1998                      3,334
          January 1, 1999                      3,333
          January 1, 2000                      3,333
          March 2, 2001                        6,666

     B.   Three thousand, three hundred thirty-four (3,334)
     shares of Stock in the Award will be subject to vesting
     based upon the Stock of the Company achieving and
     maintaining for 20 consecutive trading days from and
     after October 31, 1997, the following Current Market
     Values:

          Current Market Value          Number of Shares Vested
          --------------------          -----------------------

               $18.25                         3,334

          For purposes of this Agreement, 'Current Market Value'
     shall mean the closing price for shares of Stock as reported
     on the New York Stock Exchange as reflected in the Wall
     Street Journal Southwest Edition.  These shares of Stock
     have vested."

     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