United States
               Securities and Exchange Commission

                     Washington, D.C.  20549

                            FORM S-8
     Registration Statement under the Securities Act of 1933

                     FLEMING COMPANIES, INC.
     (Exact name of registrant as specified in its charter)

               Oklahoma                        48-0222760
     (State or other jurisdiction           (I.R.S. Employer
  of incorporation or organization)       Identification No.)

                 P.O. Box 299013                       75029
              1945 Lakepointe Drive                 (Zip Code)
                Lewisville, Texas
     (Address of Principal Executive Office)

                     FLEMING COMPANIES, INC.
                    2000 STOCK INCENTIVE PLAN
                    (Full title of the plan)

                        Lenore T. Graham
                 Senior Vice President, General
                      Counsel and Secretary
                     Fleming Companies, Inc.
                         P.O. Box 299013
                      1945 Lakepointe Drive
                        Lewisville, Texas
             (Name and address of agent for service)

                          972-906-8000
  (Telephone number, including area code, of agent for service)

                 Calculation of Registration Fee

 Title of     Amount to     Proposed     Proposed     Amount of
securities        be        maximum      maximum     registration
   to be      registered    offering    aggregate       fee (2)
registered       (1)       price per     offering
                            unit (2)    price (2)
-----------------------------------------------------------------
Common        1,900,000     $12.9688   $24,640,720    $6505.15
Stock,          shares
$2.50 par
value
-----------------------------------------------------------------
---------------
(1)  The number of shares of Common Stock stated above is the
     aggregate number of such shares which may be issued on the
     exercise of options or the award of restricted stock under
     the Fleming Companies, Inc. 2000 Stock Incentive Plan (the
     "Plan") registered under this Registration Statement.  The
     maximum number of shares which may be issued under the Plan
     cannot presently be determined as adjustments in the number
     of shares may be made in the event of stock splits, stock
     dividends, or other changes in the corporate structure or
     shares as specified in the Plan.  Accordingly, this
     Registration Statement covers, in addition to the number of
     shares of Common Stock stated above, an indeterminate number
     of shares, which by reason of any of such event may become
     subject to issuance under the Plan.

(2)  Estimated pursuant to Rules 457(c) and (h) of the Securities
     Act of 1933, as amended, solely for the purpose of calculating
     the registration fee and based upon the average of the high and
     low prices of Fleming Companies, Inc. Common Stock as reported by
     the New York Stock Exchange on June 23, 2000.

                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information (1)

Item 2.   Registrant Information and Employee Plan Annual
          Information (1)

(1)  Information required by Part I to be contained in the
     Section 10(a) prospectus is omitted from this Registration
     Statement in accordance with the Note to Part I of Form S-8
     and has been or will be sent or given to participants in the
     Plan as specified in Rule 428(b)(1).

                                  PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The registrant incorporates herein by reference the
following documents filed with the Securities and Exchange
Commission (the "Commission"):

          (1)  The registrant's Annual Report on Form 10-K for
the fiscal year ended December 25, 1999 as filed on March 14,
2000.

          (2)  The registrant's Form 10-K/A for the fiscal year
ended December 26, 1998 as filed on February 10, 2000, and
excluding Item 8; the registrant's Form 10-Q for the period ended
April 15, 2000 as filed on May 25, 2000; the registrant's Form 10-
Q/A for the periods ended April 17, 1999, July 10, 1999 and
October 2, 1999, all as filed on February 9, 2000; and the
registrant's current reports on Form 8-K filed February 10, 2000
and April 25, 2000.

          (3)  The description of Common Stock contained in the
registrant's Registration Statement on Form 8-A, as amended,
filed under the Exchange Act (File No. 1-8140).

          All documents filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all of the shares of the registrant's Common
Stock covered by this registration statement have been sold or
which deregisters all such shares then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 1031 of the Oklahoma General Corporation Act,
under which act the registrant is incorporated, authorizes the
indemnification of officers and directors in certain
circumstances.  Article Thirteen of the registrant's Restated
Certificate of Incorporation, as well as Section 8.3 of the
registrant's Bylaws, provide indemnification of directors,
officers and agents to the extent permitted by Oklahoma General
Corporation Act.  These provisions may be sufficiently broad to
indemnify such persons for liabilities under the Securities Act
of 1933.  In addition, Article Thirteen of the registrant's
Restated Certificate of Incorporation permits the exculpation of
a director for monetary damages for breach of fiduciary duty as a
director.  In addition, the registrant maintains insurance
policies that insure its officers and directors against certain
liabilities.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          4.1  Restated Certificate of Incorporation
               (incorporated by reference to Exhibit 3.1 to the
               registrant's Quarterly Report on Form 10-Q for
               quarter ended April 17, 1999).

          4.2  Bylaws (incorporated by reference to Exhibit 3.2
               registrant's Quarterly Report on Form 10-Q for
               quarter ended April 17, 1999).

          5.1  Opinion of McAfee & Taft A Professional
               Corporation.

          15.1 Deloitte & Touche LLP letter re: unaudited
               financial information.

          23.1 Consent of McAfee & Taft A Professional
               Corporation (contained in Exhibit 5.1 hereto).

          23.2 Consent of Deloitte & Touche LLP.

          24.1 Power of Attorney.

          99.1 Fleming Companies, Inc. 2000 Stock Incentive Plan.

          99.2 Form of Nonqualified Stock Option Agreement under Fleming
               Companies, Inc. 2000 Stock Incentive Plan (Corporate).

          99.3 Form of Nonqualified Stock Option Agreement under Fleming
               Companies, Inc. 2000 Stock Incentive Plan (Retail).

          99.4 Form of Nonqualified Stock Option Agreement under Fleming
               Companies, Inc. 2000 Stock Incentive Plan (Wholesale).

          99.5 Form of Nonqualified Stock Option Agreement under Fleming
               Companies, Inc. 2000 Stock Incentive Plan (Project Grow).

Item 9.   Undertakings.

          The undersigned registrant hereby undertakes:

     1.  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

       (i)  To include any prospectus required by section 10(a)(3) of
            the Securities Act of 1933;

       (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the
            most recent post-effective amendment thereof) which, individually
            or in the aggregate, represent a fundamental change in the
            information set forth in the registration statement.
            Notwithstanding the foregoing, any increase or decrease in volume
            of securities offered (if the total dollar value of securities
            offered would not exceed that which was registered) and any
            deviation from the low or high end of the estimated maximum
            offering range may be reflected in the form of prospectus filed
            with the Commission pursuant to Rule 424(b) if, in the aggregate,
            the changes in volume and price represent no more than a 20%
            change in the maximum aggregate offering price set forth in the
            "Calculation of Registration Fee" table in the effective
            registration statement;

     (iii)  To include any material information with respect to the
            plan of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;

          Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference herein.

     2.   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     3.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

          The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference herein
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

          Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefor, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

<PAGE>
                              SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Oklahoma City, State of Oklahoma, on the 30th day of
June, 2000.

(Registrant)                         FLEMING COMPANIES, INC.


                                 By  MARK S. HANSEN
                                     Mark S. Hansen
                                     Chairman and Chief
                                     Executive Officer

          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.

Signature             Title                    Date
MARK S. HANSEN        Chairman, Chief       )
Mark S. Hansen        Executive Officer     )
                      and Director          )
                                            )
NEAL J. RIDER         Executive Vice        )
Neal J. Rider         President and Chief   )
                      Financial Officer     )
                      (Principal financial  )
                      officer)              )
                                            )
KEVIN J. TWOMEY       Senior Vice           )  June 30, 2000
Kevin J. Twomey       President Finance     )
                      and Controller        )
                      (Principal            )
                      accounting officer)   )
                                            )
ARCHIE R. DYKES       Director              )
Archie R. Dykes                             )
                                            )
CAROL B. HALLETT      Director              )
Carol B. Hallett                            )
                                            )
EDWARD C. JOULLIAN III Director             )
Edward C. Joullian III                      )
                                            )
ALICE M. PETERSON      Director             )
Alice M. Peterson                           )
                                            )
GUY A. OSBORN          Director             )
Guy A. Osborn                               )
                                            )
DAVID A. RISMILLER     Director             )
David A. Rismiller                          )


                                  INDEX TO EXHIBITS

Exhibit
No.       Description                      Method of Filing
-------   ------------------------         -----------------------------
4.1       Restated Certificate of          Incorporated by reference
          Incorporation

4.2       Bylaws                           Incorporated by reference

5.1       Opinion of McAfee & Taft A       Filed herewith electronically
          Professional Corporation

15.1      Deloitte & Touche LLP letter     Filed herewith electronically
          re: unaudited financial
          information

23.1      Consent of McAfee & Taft A       Filed herewith electronically
          Professional Corporation
          (contained in Exhibit 5.1
          hereto).

23.2      Consent of Deloitte & Touche     Filed herewith electronically
          LLP

24.1      Power of Attorney                Filed herewith electronically

99.1      Fleming Companies, Inc. 2000     Filed herewith electronically
          Stock Incentive Plan

99.2      Form of Nonqualified Stock       Filed herewith electronically
          Option Agreement under Fleming
          Companies, Inc. 2000 Stock
          Incentive Plan (Corporate)

99.3      Form of Nonqualified Stock       Filed herewith electronically
          Option Agreement under Fleming
          Companies, Inc. 2000 Stock
          Incentive Plan (Retail)

99.4      Form of Nonqualified Stock       Filed herewith electronically
          Option Agreement under Fleming
          Companies, Inc. 2000 Stock
          Incentive Plan (Wholesale)

99.5      Form of Nonqualified Stock       Filed herewith electronically
          Option Agreement under Fleming
          Companies, Inc. 2000 Stock
          Incentive Plan (Project Grow)