FLEMING COMPANIES, INC.


______________________________________________________________________________

                       AMENDED AND RESTATED
 NON-QUALIFIED STOCK OPTION AGREEMENT (1996 STOCK INCENTIVE PLAN)
______________________________________________________________________________



Name:          _______________     Grant Date:         _________________
Option Price:  $_____              Exercise Date:      _________________ -  25%
Shares Granted: _____                                  _________________ -  50%
Expiration Date: _________________                     _________________ -  75% 
                                                       _________________ - 100%

           (Amended and Restated as of August 18, 1998)
<PAGE>
                       AMENDED AND RESTATED
               NON-QUALIFIED STOCK OPTION AGREEMENT
                UNDER THE FLEMING COMPANIES, INC.
                    1996 STOCK INCENTIVE PLAN


     THIS AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION
AGREEMENT, made as of this 18th day of August, 1998, at Oklahoma City, Oklahoma
by and between ______________ (hereinafter referred to as the "Participant", and
Fleming Companies, Inc. (hereinafter referred to as the "Company"):

                       W I T N E S S E T H:

     WHEREAS, the Participant is a key employee of the Company, its parent or 
any subsidiary of the Company, and it is important to the Company that the Par-
ticipant be encouraged to remain in the employ of the Company, its parent or 
any subsidiary of the Company; and 

     WHEREAS, in recognition of such facts, the Company has provided to the
Participant an opportunity to purchase shares of the common stock of the Com-
pany, as hereinafter provided, pursuant to the "Fleming Companies, Inc. 1996 
Stock Incentive Plan" (the "Plan") and the Company and the Participant have 
executed that certain Non-Qualified Stock Option Agreement under the Fleming 
Companies, Inc. 1996 Stock Incentive Plan dated as of February 24, 1997 (the 
"Original Agreement"); and

     WHEREAS, the Company and the Participant desire to amend the Original
Agreement by execution of this Amended and Restated Non-Qualified Stock Option
Agreement under the Fleming Companies, Inc. 1996 Stock Incentive Plan (the 
"Option Agreement") which shall serve as an amendment, restatement and con-
tinuation of the Original Agreement as amended by this Option Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for good and valuable consideration, the Participant and the Com-
pany hereby agree as follows:

     1.   GRANT OF STOCK OPTION.  The Company hereby grants to the
Participant a non-qualified stock option (the "Stock Option") as described 
in Sections 83 and 421 of the Internal Revenue Code of 1986 (the "Code") to
purchase all or any part of an aggregate of _____ shares of its common stock
(the "Stock") of the Company as set forth below, under and subject to the 
terms and conditions of this Option Agreement and the Plan, which is incorpo-
rated herein by reference and made a part hereof for all purposes.  The pur-
chase price per share for each share of Stock to be purchased hereunder 
shall be $_____ (the "Option Price"). 

     2.   TIMES OF EXERCISE OF STOCK OPTION.  After, and only after, the
conditions of Section 9 hereof have been satisfied, the Participant shall 
be eligible to exercise that portion of his Stock Option pursuant to the 
schedule set forth hereinafter.  If the Participant's employment with the 
Company (or its parent or of any one or more of the subsidiaries of the 
Company) remains full-time and continuous at all times to any of the 
"Exercise Dates" specified hereafter, then the Participant shall be entitled,
subject to the applicable provisions of the Plan and this Option Agreement 
having been satisfied, to exercise on or after the applicable Exercise Date,
on a cumulative basis, the number of shares of Stock determined by multiply-
ing the aggregate number of shares set forth in the foregoing Section 1 by 
the designated percentage set forth hereafter.

                                                 Percent of Stock
Exercise Dates                                  Option Exercisable

After _________________                                    25%

After _________________                                    50%

After _________________                                    75%

After _________________                                    100%

     3.   TERM OF STOCK OPTION.  Except as specifically provided to the
contrary in this Option Agreement or in the Plan, with regard to the death of a
Participant, no Stock Option shall be exercisable within six months from nor 
more than ten years after the date of grant (the "Option Period").  Stock 
Options shall be exercisable only by the Participant while actively employed 
by the Company or a subsidiary, except that (i) any such Stock Option granted
and which is otherwise exercisable, may be exercised by the personal repre-
sentative of a deceased Participant within 12 months after the death of such 
Participant and (ii) if a Participant terminates his employment with the 
Company or a subsidiary, such Participant may exercise any Stock Option 
which is otherwise exercisable at any time within three months of such
date of termination.  If a Participant should die during the applicable three 
month period following the date of such Participant's termination, the rights 
of the personal representative of such deceased Participant as such relate to 
any Stock Options granted to such deceased Participant shall be governed in 
accordance with this Section 3(i).

     4.   NONTRANSFERABILITY OF STOCK OPTIONS.  Except as otherwise
herein provided, any Stock Option granted shall not be transferable other-
wise than by will or the laws of descent and distribution, and the Stock 
Option may be exercised, during the lifetime of the Participant, only by him.
More particularly (but without limiting the generality of the foregoing), the
Stock Option may not be assigned, transferred (except as provided above), 
pledged or hypothecated in any way, shall not be assignable by operation 
of law and shall not be subject to execution, attachment, or similar 
process.  Any attempted assignment, transfer, pledge, hypothecation or
other disposition of the Stock Option contrary to the provisions hereof shall 
be null and void and without effect.
     
     5.   EMPLOYMENT.  So long as the Participant shall continue to be a full-
time and continuous employee of the Company, its parent or one or more of the 
subsidiaries of the Company, any Stock Option granted to him shall not be 
affected by any change of duties or position.  Nothing in the Plan or in 
this Option Agreement shall confer upon the Participant any right to con-
tinue in the employ of the Company, its parent or any of the subsidiaries 
of the Company, or interfere in any way with the right of the Company, its 
parent or any of the subsidiaries of the Company to terminate such 
Participant's employment at any time.

     6.   SPECIAL RULES WITH RESPECT TO STOCK OPTIONS.  With respect to
Stock Options granted hereunder, the following special rules shall apply:

          (a)  Acceleration of Otherwise Unexercisable Stock Option on
Termination of Employment or Death.  The Committee, in its sole discretion, may
permit (i) a Participant who terminates employment with the Company or a sub-
sidiary or (ii) the personal representative of a deceased Participant, to 
exercise and purchase (within three months of such date of termination of 
employment or 12 months in the case of a deceased Participant) all or any 
part of the shares subject to the Stock Option on the date of the Partici-
pant's death or termination, notwithstanding that all installments, if any, 
with respect to such Stock Option, had not accrued on such date. 
Provided, such discretionary authority of the Committee may not be 
exercised with respect to any Stock Option (or portion thereof) if 
the applicable six month waiting period for exercise had not expired
except in the event of the death of the Participant when the personal 
representative of the deceased Participant may, with the consent
of the Committee, exercise such Stock Option notwithstanding the 
fact that the applicable six month waiting period had not yet expired.

          (b)  Number of Stock Options Granted.  Participants may be granted
more than one Stock Option.  In making any such determination, the Committee
shall obtain the advice and recommendation of the officers of the Company, 
its parent, or a subsidiary of the Company which have supervisory authority 
over such Participants.  Further, the granting of a Stock Option under this 
Option Agreement shall not affect any outstanding Stock Option previously 
granted to a Participant under the Plan.
     
          (c)  Payment of Withholding Taxes.  Upon the exercise of any Stock
Option as provided herein, no such exercise shall be permitted, nor shall any 
Stock be issued to any Participant until the Company receives full payment for
the Stock purchased which shall include any required state and federal with-
holding taxes.  Further, upon the exercise of any Stock Option the Partici-
pant may direct the Company to retain from the shares of Stock to be issued 
upon exercise of the Stock Option that number of initial shares of Stock 
(based on fair market value) that would satisfy the requirements for with-
holding any amounts due upon the exercise. 

     7.   METHOD OF EXERCISING STOCK OPTION.

          (a)  Procedures for Exercise.  The manner of exercising the Stock
Option herein granted shall be by written notice to the Company at least two 
days before the date the Stock Option, or part thereof, is to be exercised, 
and in any event prior to the expiration of the Option Period.  Such notice 
shall state the election to exercise the Stock Option and the number of 
shares of Stock with respect to that portion of the Stock Option being 
exercised, and shall be signed by the person or persons so exercising the 
Stock Option.  The notice shall be accompanied by payment of the full 
purchase price of such shares, in which event the Company shall deliver a
certificate or certificates representing such shares to the person or 
persons entitled thereto as soon as practicable after the notices shall be 
received.

          (b)  Form of Payment.  Payment for shares of Stock purchased under
this Option Agreement shall be made in full and in cash or check made payable 
to the Company.  Provided, payment for shares of Stock purchased under this 
Option Agreement may also be made in common stock of the Company or a 
combination of cash and common stock of the Company.  In the event that
common stock of the Company is utilized in consideration for the purchase 
of Stock upon the exercise of a Stock Option, then, such common stock shall 
be valued at the "fair market value" as defined in Section 2.10 of the Plan.
In addition to the foregoing procedure which may be available for the 
exercise of any Stock Option, the Participant may deliver to the
Company a notice of exercise including an irrevocable instruction to 
the Company to deliver the stock certificate representing the shares 
subject to a Stock Option to a broker authorized to trade in the common 
stock of the Company.  Upon receipt of such notice, the Company will 
acknowledge receipt of the executed notice of exercise and forward this 
notice to the broker.  Upon receipt of the copy of the notice which has
been acknowledged by the Company, and without waiting for issuance of the 
actual stock certificate with respect to the exercise of the Stock Option, 
the broker may sell the Stock (or that portion of the Stock necessary to 
cover the Option Price and any withholding taxes due, if any).  Upon receipt 
of the stock certificate from the Company, the broker will deliver directly 
to the Company that portion of the sales proceeds to cover the Option Price 
and any withholding taxes.  Further, the broker may also facilitate a 
loan to the Participant upon  advance receipt of the exercise notice for
issuance of the actual stock certificate as an alternative means of 
financing and facilitating the exercise of any Stock Option.  For all 
purposes of effecting the exercise of a Stock Option, the date on which 
the Participant gives the notice of exercise to the Company will be the 
date he becomes bound contractually to take and pay for the
shares of Stock underlying the Stock Option.  No Stock shall be issued to the
Participant until the Company receives full payment for the Stock purchased 
under the Stock Option which shall include any required state and federal 
withholding taxes.

          (c)  Further Information.  In the event the Stock Option is 
exercised, pursuant to the foregoing provisions of this Section 7, by 
any person or persons other than the Participant in the event of the 
death of the Participant, such notice shall also be accompanied by 
appropriate proof of the right of such person or persons to exercise
the Stock Option.  The notice so required shall be given by personal 
delivery to the Secretary of the Company or by registered or certified 
mail, addressed to the Company at 6301 Waterford Boulevard, Oklahoma 
City, Oklahoma 73118, and it shall be deemed to have been given when 
it is so personally delivered or when it is deposited in the United 
States mail in an envelope addressed to the Company, as aforesaid,
properly stamped for delivery as a registered or certified letter.

     8.   ACCELERATION OF OPTIONS UPON CHANGE OF CONTROL. 
Notwithstanding anything to the contrary in the Plan, upon the occurrence 
of a "Change of Control Event" (as such term is defined in Section 8 of 
this Option Agreement and not in the Plan), any and all Stock Options will 
become automatically fully vested and immediately exercisable with such 
acceleration to occur without the requirement of any further act by either 
the Company or the Participant.  For purposes of this Participant and this 
Option Agreement, the term "Change of Control Event" shall mean:

               (i)  The acquisition by any individual, entity or
          group (within the meaning of Section 13(d)(3) or 14(d)(2)
          of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act")) (a "Person") of beneficial ownership
          (within the meaning of Rule 13d-3 promulgated under the
          Exchange Act) of 20% or more (the "Triggering
          Percentage") of either (i) the then outstanding shares of
          common stock of the Company (the "Outstanding Company
          Common Stock") or (ii) the combined voting power of the
          then outstanding voting securities of the Company entitled
          to vote generally in the election of directors (the
          "Outstanding Company Voting Securities"); provided,
          however, in the event the "Incumbent Board" (as such term
          is hereinafter defined) pursuant to authority granted in any
          rights agreement to which the Company is a party (the
          "Rights Agreement") lowers the acquisition threshold
          percentages set forth in such Rights Agreement, the
          Triggering Percentage shall be automatically reduced to
          equal the threshold percentages set pursuant to authority
          granted to the board in the Rights Agreement; and provided,
          further, however, that the following acquisitions shall not
          constitute a Change of Control:  (i) any acquisition directly
          from the Company, (ii) any acquisition by the Company, (iii)
          any acquisition by any employee benefit plan (or related
          trust) sponsored or maintained by the Company or any
          corporation controlled by the Company, or (iv) any
          acquisition by any corporation pursuant to a transaction
          which complies with clauses (x), (y), and (z) of subsection
          (iii) of this Section 8; or

               (ii) Individuals who, as of the date hereof,
          constitute the Board (the "Incumbent Board") cease for any
          reason to constitute at least a majority of the Board;
          provided, however, that any individual becoming a director
          subsequent to the date hereof whose election, appointment
          or nomination for election by the Company's shareholders,
          was approved by a vote of at least a majority of the
          directors then comprising the Incumbent Board shall be
          considered as though such individual were a member of the
          Incumbent Board, but excluding, for purposes of this
          definition, any such individual whose initial assumption of
          office occurs as a result of an actual or threatened election
          contest with respect to the election or removal of directors
          or other actual or threatened solicitation of proxies or
          consents by or on behalf of a Person other than the Board;
          or

               (iii)  Approval by the shareholders of the Company of
          a reorganization, share exchange, merger or consolidation
          or acquisition of assets of another corporation (a "Business
          Combination"), in each case, unless, following such
          Business Combination, (x) all or substantially all of the
          individuals and entities who were the beneficial owners,
          respectively, of the Outstanding Company Common Stock
          and Outstanding Company Voting Securities immediately
          prior to such Business Combination will beneficially own,
          directly or indirectly, more than 50% of, respectively, the
          then outstanding shares of common stock and the
          combined voting power of the then outstanding voting
          securities entitled to vote generally in the election of
          directors, as the case may be, of the corporation resulting
          from such Business Combination (including, without
          limitation, a corporation which as a result of such
          transaction will own the Company through one or more
          subsidiaries) in substantially the same proportions as their
          ownership, immediately prior to such Business Combination
          of the Outstanding Company Common Stock and
          Outstanding Company Voting Securities, as the case may
          be, (y) no Person (excluding any employee benefit plan (or
          related trust) of the Company or such corporation resulting
          from such Business Combination) will beneficially own,
          directly or indirectly, 20% or more of, respectively, the then
          outstanding shares of common stock of the corporation
          resulting from such Business Combination or the combined
          voting power of the then outstanding voting securities of
          such corporation except to the extent that such ownership
          existed prior to the Business Combination, and (z) at least
          a majority of the members of the board of directors of the
          corporation resulting from such Business Combination will
          have been members of the Incumbent Board at the time of
          the execution of the initial agreement, or of the action of
          the Board, providing for such Business Combination; or

               (iv) Approval by the shareholders of the Company
          of (x) a complete liquidation or dissolution of the Company
          or, (y) the sale or other disposition of all or substantially all
          of the assets of the Company, other than to a corporation,
          with respect to which following such sale or other
          disposition, (A) more than 50% of, respectively, the then
          outstanding shares of common stock of such corporation
          and the combined voting power of the then outstanding
          voting securities of such corporation entitled to vote
          generally in the election of directors will be beneficially
          owned, directly or indirectly, by all or substantially all of the
          individuals and entities who were the beneficial owners,
          respectively, of the Outstanding Company Common Stock
          and Outstanding Company Voting Securities immediately
          prior to such sale or other disposition in substantially the
          same proportion as their ownership, immediately prior to
          such sale or other disposition, of the Outstanding Company
          Common Stock and Outstanding Company Voting
          Securities, as the case may be, (B) less than 20% of,
          respectively, the then outstanding shares of common stock
          of such corporation and the combined voting power of the
          then outstanding voting securities of such corporation
          entitled to vote generally in the election of directors will be
          beneficially owned, directly or indirectly, by any Person
          (excluding any employee benefit plan (or related trust) of
          the Company or such corporation), except to the extent that
          such Person owned 20% or more of the Outstanding
          Company Common Stock or Outstanding Company Voting
          Securities prior to the sale or disposition, and (C) at least a
          majority of the members of the board of directors of such
          corporation will have been members of the Incumbent Board
          at the time of the execution of the initial agreement, or of
          the action of the Board, providing for such sale or other
          disposition of assets of the Company.

     9.   SECURITIES LAW RESTRICTIONS.  Stock Options shall be exercised and
Stock issued only upon compliance with the Securities Act of 1933, as amended
(the "Act"), and any other applicable securities law, or pursuant to an 
exemption therefrom.

     10.  NOTICES.  All notices or other communications relating to the Plan and
this Option Agreement as it relates to the Participant shall be in writing and 
shall be mailed (U.S. Mail) by the Company to the Participant at the then cur-
rent address as maintained by the Company or such other address as the Partici-
pant may advise the Company in writing.

     IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
duly executed by its officers thereunto duly authorized, and the Participant has
hereunto set his hand and seal, all on the day and year first above written.

COMPANY:                      FLEMING COMPANIES, INC., an 
                              Oklahoma corporation


                              By: ______________________________________
                                  Craig A. Grant, Senior Vice President -
                                   Organizational Strategies and
                                   Management Development



PARTICIPANT:                  _________________________________________
                              _________________________