Exhibit 10.65

              RESTRICTED STOCK AWARD AGREEMENT FOR
                   THE FLEMING COMPANIES, INC.
                    1999 STOCK INCENTIVE PLAN


          THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement")
entered into as of the 29th day of February, 2000, by and between
Fleming Companies, Inc., an Oklahoma corporation (the "Company"),
and Mark S. Hansen (herein referred to as the "Participant");

                      W I T N E S S E T H:

          WHEREAS, the Company has previously adopted the Fleming
Companies, Inc. 1999 Stock Incentive Plan (the "Plan");

          WHEREAS, in connection with his employment with the
Company, the Company has awarded the Participant 300,000 shares
of common stock under the Plan subject to the terms and
conditions of this Agreement; and

          WHEREAS, the Participant has previously entered into an
Employment Agreement with the Company dated as of November 30,
1998 (the "Employment Agreement").

          NOW, THEREFORE, in consideration of the premises and
the mutual promises and covenants herein contained, the
Participant and the Company agree as follows (all capitalized
terms used herein, unless otherwise defined, have the meaning
ascribed to such terms as set forth in the Plan):

          1.   The Plan.  The Plan, a copy of which is attached
hereto as Exhibit A, is hereby incorporated by reference herein and
made a part hereof for all purposes, and when taken with this Agreement
shall govern the rights of the Participant and the Company with
respect to the Award (as defined below).

          2.   Grant of Award.  The Company hereby grants to the
Participant an award (the "Award") of 300,000 shares of Company
common stock, par value $2.50 per share (the "Stock"), on the
terms and conditions set forth herein and in the Plan.

          3.   Terms of Award.

               (a)  Escrow of Shares.  A certificate representing the
shares of Stock subject to the Award (the "Restricted Stock") shall be
issued in the name of the Participant and shall be escrowed with
the Secretary of the Company (the "Escrow Agent") subject to
removal of the restrictions placed thereon or forfeiture pursuant
to the terms of this Agreement.

               (b)  Vesting.  The shares of Restricted Stock will vest
based on the Participant's continuous employment with the Company
or a Subsidiary through February 28, 2002.  In the event the
Participant's employment with the Company or a Subsidiary is
terminated by reason of (i) death, (ii) disability, (iii) without
"Cause" (as such term is defined in the Employment Agreement), or
(iv) by the Participant for "Good Reason" (as such term is
defined in the Employment Agreement), then all remaining shares
of Restricted Stock (including any "Accrued Dividends," as such
term is hereafter defined) which have not yet been vested shall
immediately vest.  Once vested pursuant to the terms of this
Agreement, the Restricted Stock shall be deemed "Vested Stock."

               (c)  Voting Rights and Dividends.  The Participant
shall not have the voting rights attributable to the shares of
Restricted Stock issued to him.  Any dividends declared and paid by
the Company with respect to shares of Restricted Stock ("Accrued
Dividends") shall not be paid to the Participant until such Restricted
Stock becomes Vested Stock.  Such Accrued Dividends shall be held by
the Company as a general obligation and paid to the Participant
at the time the underlying Restricted Stock becomes Vested Stock.

               (d)  Vested Stock - Removal of Restrictions.  Upon
Restricted Stock becoming Vested Stock, all restrictions shall be
removed from the certificates representing such Stock and the Secretary
of the Company shall deliver to the Participant certificates
representing such Vested Stock free and clear of all restrictions,
except for any applicable securities laws restrictions, together with
a check in the amount of all Accrued Dividends attributed to such
Vested Stock without interest thereon.

               (e)  Forfeiture.  Restricted Stock that does not become
Vested Stock pursuant to the terms of this Agreement shall be absolutely
forfeited and the Participant shall have no future interest therein of
any kind whatsoever.  In the event the Participant's employment with
the Company or a Subsidiary terminates prior to all shares of Restricted
Stock becoming Vested Stock for any reason other than (i) death, (ii)
disability, (iii) without Cause, or (iv) by the Participant for Good
Reason, then all remaining shares of Restricted Stock which have not
yet been vested (including any Accrued Dividends) shall be absolutely
forfeited and the Participant shall have no further interest
therein of any kind whatsoever.

          4.   Change of Control.  Upon the occurrence of a Change
of Control Event on or prior to February 28, 2002, all Restricted
Stock shall become Vested Stock and the Company shall deliver to
the Participant certificates representing the Vested Stock free
and clear of all restrictions, except for any applicable
securities law restrictions, together with any Accrued Dividends
attributable to such Vested Stock without interest thereon.

          5.   Legends.  The shares of Stock which are the subject of
the Award shall be subject to the following legend:

          "THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT
CERTAIN RESTRICTED STOCK AWARD AGREEMENT FOR THE FLEMING
COMPANIES, INC. 1999 STOCK INCENTIVE PLAN DATED THE 29th DAY OF
FEBRUARY, 2000.  ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK
EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT
SHALL BE NULL AND VOID AND WITHOUT EFFECT.  A COPY OF THE
AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF FLEMING
COMPANIES, INC."

          6.   Stock Power.  The Participant hereby agrees to execute
and deliver to the Secretary of the Company a stock power (endorsed
in blank) in the form of Exhibit B hereto covering his Award and
authorizes the Secretary to deliver to the Company any and all
shares of Restricted Stock that are forfeited under the provisions
of this Agreement.  The Participant further authorizes the Company
to hold as a general obligation of the Company any Accrued Dividends
and to pay such dividends to the Participant at the time the under-
lying Restricted Stock becomes Vested Stock.

          7.   Nontransferability of Award.  The Participant shall not
have the right to sell, assign, transfer, convey, dispose, pledge,
hypothecate, burden, encumber or charge any shares of Restricted
Stock or any interest therein in any manner whatsoever.

          8.   Notices.  All notices or other communications relating
to the Plan and this Agreement as it relates to the Participant
shall be in writing, shall be deemed to have been made if
personally delivered in return for a receipt, or if mailed, by
regular U.S. mail, postage prepaid, by the Company to the
Participant at his last known address evidenced on the payroll
records of the Company.

          9.   Binding Effect and Governing Law.  This Agreement shall
be (i) binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors and assigns except as may
be limited by the Plan and (ii) governed and construed under the
laws of the State of Texas.

          10.  Withholding.  The Company and the Participant shall
comply with all federal and state laws and regulations with respect to
the withholding, deposit and payment of any income, employment or
other taxes relating to the Award (including Accrued Dividends).

          11.  Award Subject to Claims or Creditors.  The Participant
shall not have any interest in any particular assets of the Company,
its parent, if applicable, or any Subsidiary by reason of the
right to earn an Award (including Accrued Dividends) under the
Plan and this Agreement; and the Participant or any other person
shall have only the rights of a general unsecured creditor of the
Company, its parent, if applicable, or a Subsidiary with respect
to any rights under the Plan or this Agreement.

          12.  Captions.  The captions of specific provisions of this
Agreement are for convenience and reference only, and in no way
define, describe, extend or limit the scope of this Agreement or
the intent of any provision hereof.

          13.  Counterparts.  This Agreement may be executed in any
number of identical counterparts, each of which shall be deemed an
original for all purposes, but all of which taken together shall
form but one agreement.

          14.  Protection of Company's Business as Consideration.
As specific consideration to the Company for this Award, the
Participant agrees:

               (a)  Limitations on Competition.  Subject to sub-
section (g), the Participant will not, without the Company's written
consent, 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 of their respective subsidiaries, affiliates or
successors (collectively, the "Competitors").

               (b)  Confidential Information; No Disparaging Statements.
The Participant acknowledges that during the course of  Participant's
employment with the Company or any Subsidiary, he will have access to
and gain knowledge of highly confidential and proprietary information
and trade secrets.  The Participant further acknowledges that the mis-
use, misappropriation or disclosure of this information could cause
irreparable harm to the Company and/or a Subsidiary, both during and
after the term of the Participant's employment.  Therefore, the Par-
ticipant agrees that during his employment and at all times thereafter
he will hold in a fiduciary capacity for the benefit of the Company
and/or a Subsidiary and will not divulge or disclose, directly or
indirectly, to any other person, firm or business, all confidential
or proprietary information, knowledge and data (including, but not
limited to, processes, programs, trade "know how," ideas, details of
contracts, marketing plans, strategies, business development techniques,
business acquisition plans, personnel plans, pricing practices and
business methods and practices) relating in any way to the business
of the Company or any of its Subsidiaries, customers, suppliers, joint
ventures, licensors, licensees, distributors and other persons and
entities with whom the Company or any of its Subsidiaries do business
("Confidential Data"), except upon the Company's written consent
or as required by his duties with the Company or any of its Sub-
sidiaries, for so long as such Confidential Data remains confidential
and all such Confidential Data, together with all copies thereof and
notes and other references thereto, shall remain the sole property of
the Company or a Subsidiary.  The Participant agrees, during his
employment with the Company or any of its Subsidiaries and at all
times thereafter, not to make disparaging statements about the Company
or any of its Subsidiaries or their respective officers, directors,
agents, employees, products or services which he knows, or has reason
to know, are false or misleading.

               (c)  No Solicitation of Employees or Business.  The
Participant agrees that he will not, either directly or in concert with
others, recruit, solicit or induce, or attempt to induce, any employee
of the Company or any of its Subsidiaries to terminate employment with
the Company or any of its Subsidiaries and/or become associated with
another employer.  The Participant further agrees that he will not,
either directly or in concert with others, solicit, divert or take
away or attempt to divert or take away, the business of any of the
customers or accounts of the Company or any its Subsidiaries which
the Company or a Subsidiary had or was actively soliciting before
and/or on his date of termination/separation.

               (d)  Term of the Participant's Promises Under This
Section.  The Participant agrees that except as otherwise provided
in subsection (b), his promises contained in this Section 14 shall
continue in effect during his employment with the Company or any
of its Subsidiaries and until the first anniversary of his
termination/separation.

               (e)  Consequences of Breach of Limitations.  Subject
to subsection (g), if at any time within (i) the term of this
Agreement or (ii) within one (1) year following the Participant's
date of termination/separation, but only if such termination/
separation occurs on a date prior to February 28, 2002, or (iii)
within one (1) year after vesting any portion of the Restricted
Stock, whichever is latest, the Participant, without the Company's
written consent, directly or indirectly, is a shareholder, principal,
agent, partner, officer, director, employee or consultant of any
of the Competitors, then (x) with respect to any shares of Restricted
Stock, effective the date the Participant enters into such activity,
all such Restricted Stock (including any Accrued Dividends) shall
be absolutely forfeited and the Participant shall have no further
interest therein of any kind whatsoever (unless forfeited sooner by
operation of another term or condition of this Agreement or the Plan),
and (y) with respect to any shares of Vested Stock, the Participant
shall be required to return to the Company all of the actual shares of
Vested Stock, or other equivalent shares of Company common stock,
within thirty (30) days after the date of written notice from the
Company that pursuant to the provisions of this subsection
delivery of such shares is due and the Participant shall forfeit
all rights to such shares of Vested Stock.  This shall be in
addition to any injunctive or other relief to which the Company
may be entitle under subsection (f).

               (f)  Consequences of Other Breaches of this Section.
The Participant acknowledges that damages which may arise from any
breach of any of his promises contained in this Section 14 may be
impossible to ascertain or prove with certainty.  The Participant
agrees if Participant breaches any of his promises contained in
this Section 14, in addition to the remedies provided under
subsection (e), if applicable, and any other legal remedies which
may be available, the Company shall be entitled to immediate
injunctive relief from a court of competent jurisdiction, pending
arbitration under Section 15 or otherwise, to end such breach,
without further proof of damage.

               (g)  Permitted Ownership.  Nothing in this Section 14
shall prohibit the Participant from owning less than one percent (1%)
of any company that is publicly traded on any national securities
exchange.

               (h)  Severability and Reasonableness.  If, at any time,
the provisions of this Section 14 shall be determined to be invalid
or unenforceable, by reason of being vague or unreasonable as to
geographic area, duration or scope of activity or due to any other
restriction or limitation, this Section 14 shall be considered
divisible and shall become and be immediately amended to only such
geographic area, duration and scope of activity and/or restrictions
or limitations as shall be determined to be reasonable and enforce-
able by an arbitrator or a court having jurisdiction over the matter;
and the Participant agrees that this Section 14 as so amended shall
be valid and binding as though any invalid or unenforceable portion
had not been included herein.  The parties agree that the geographic
area, duration and scope of the limitations and the restrictions
described in subsections (a) through (e) are reasonable.

          15.  Arbitration of Disputes.  Any disputes, claims or
controversies between the Participant and the Company which may
arise out of or relate to 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 arbitrator(s) may, but will not be required,
to award such damages or other monetary relief as either party
might be entitled to receive from a court of competent
jurisdiction.  Nothing in this agreement to arbitrate shall
preclude the Company from obtaining injunctive relief from a
court of competent jurisdiction prohibiting any on-going breaches
of the Agreement by the Participant pending arbitration.  The
arbitrator(s) may also award costs and attorneys' fees in
connection with the arbitration to the prevailing party; however,
in the arbitrator's(s') discretion, each party may be ordered to
bear its/his own costs and attorneys' fees.

          IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on 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"                       MARK S. HANSEN
                                    Mark S. Hansen

<PAGE>
                            Exhibit A


[Copy of 1999 Stock Incentive Plan]

<PAGE>
                            Exhibit B

              ASSIGNMENT SEPARATE FROM CERTIFICATE


FOR VALUE RECEIVED, Mark S. Hansen, an individual, hereby
irrevocably assigns and conveys to ________________________,
THREE HUNDRED THOUSAND AND NO/100 (300,000) shares of the Common
Capital Stock of Fleming Companies, Inc., an Oklahoma
corporation, $2.50 par value.

DATED:
                                   Mark S. Hansen