UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the fiscal year ended December 30, 2000

                                   OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the transition period from                         to

                      Commission file number 1-8140

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

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

   1945 Lakepointe Drive, Box 299013
       Lewisville, Texas                                      75029
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code         (972) 906-8000

Securities registered pursuant to Section 12(b) of the Act:

                                              NAME OF EACH EXCHANGE ON
            TITLE OF EACH CLASS                   WHICH REGISTERED
      Common Stock, $2.50 Par Value           New York Stock Exchange
                                              Pacific Stock Exchange
                                              Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:     None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter  period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ ]

The aggregate market value of the common shares (based upon the closing price on
March 9,  2001 of  these  shares  on the New York  Stock  Exchange)  of  Fleming
Companies, Inc. held by nonaffiliates was approximately $930 million.

As of March 9, 2001, 39,753,000 common shares were outstanding.

                   Documents Incorporated by Reference

A portion of Part III has been  incorporated by reference from the  registrant's
proxy statement in connection with its annual meeting of shareholders to be held
on May 15, 2001.

<PAGE>

NOTE: The  purpose of  this  Amendment  is to reflect  disclosure  of delinquent
filers in the registrant's proxy  statement by  deleting the check mark from the
appropriate box on the cover page.

<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  Fleming  has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on the 23rd day of March, 2001.

                                        FLEMING COMPANIES, INC.


                                             MARK S. HANSEN

                                        By:  Mark S. Hansen
                                             Chairman and Chief
                                             Executive Officer
                                             (Principal executive
                                             officer)


                                             NEAL RIDER

                                        By:  Neal Rider
                                             Executive Vice President
                                             and Chief Financial Officer
                                             (Principal financial and
                                             accounting officer)



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on the 23rd day of March, 2001.

MARK S. HANSEN            NEAL RIDER              HERBERT M. BAUM *
Mark S. Hansen            Neal Rider              Herbert M. Baum
(Chairman of the          (Chief Financial        (Director)
Board)                    Officer)

ARCHIE R. DYKES *         CAROL B. HALLETT *      ROBERT HAMADA *
Archie R. Dykes           Carol B. Hallett        Robert Hamada
(Director)                (Director)              (Director)

EDWARD C. JOULLIAN III *  GUY A. OSBORN *         ALICE M. PETERSON *
Edward C. Joullian III    Guy A. Osborn           Alice M. Peterson
(Director)                (Director)              (Director)


*A Power of Attorney  authorizing  Neal Rider to sign the Annual  Report on Form
10-K on behalf of each of the indicated directors of Fleming Companies, Inc. has
been filed herein as Exhibit 24.