FIRST AMENDMENT dated as of October 5,
                         1998 (this "Amendment"), among FLEMING
                         COMPANIES, INC. (the "Borrower"), the LENDERS
                         party hereto, BANCAMERICA SECURITIES, INC., as
                         Syndication Agent, SOCIETE GENERALE, as
                         Documentation Agent, and THE CHASE MANHATTAN
                         BANK, as Administrative Agent.
     
               A.  Reference is made to the Credit Agreement dated
     as of July 25, 1997 (the "Credit Agreement") among the
     Borrower, the Lenders, the Administrative Agent, the
     Syndication Agent and the Documentation Agent.  Capitalized
     terms used but not otherwise defined herein have the meanings
     assigned to them in the Credit Agreement.
     
               B.  The Borrower has requested that the Lenders
     amend certain provisions of the Credit Agreement.  The Lenders
     are willing to do so, subject to the terms and conditions of
     this Amendment.
     
               Accordingly, in consideration of the mutual
     agreements herein contained and other good and valuable
     consideration, the sufficiency and receipt of which are hereby
     acknowledged, the parties hereto hereby agree as follows:
     
               SECTION 1.01.  Amendment to Section 2.11(b). Section
     2.11(b) of the Credit Agreement is hereby modified by:
     
               (a) deleting from clause (i) thereof the words "and
               is permitted to be prepaid, repurchased or redeemed under
               Section 6.03(b)"; and
     
               (b) replacing the period at the end of the first
               sentence thereof with the following:
     
                    "; provided further, that, notwithstanding the
                    foregoing proviso, in the event that (1) any Net
                    Proceeds are received by or on behalf of the
                    Borrower or any Subsidiary in respect of any Asset
                    Disposition and (2) the property disposed of in
                    such Asset Disposition, together with all other
                    property sold, leased, transferred or disposed of
                    (other than in the ordinary course of business and
                    other than as permitted by last sentence of Section
                    6.02) during the same fiscal year of the Borrower,
                    contributed more than 20% of EBITDAR for any one of
                    the immediately preceding three fiscal years of the
                    Borrower, the Borrower shall prepay Term Borrowings
                    (or, after the Term Borrowings have been repaid or
                    prepaid in full, either prepay Revolving Loans or
                    prepay, repurchase, retire or redeem the 10 5/8%
                    Senior Notes) in an aggregate amount equal to 100%
                    of the Net Proceeds of such Asset Disposition."
     
               SECTION 1.02.  Amendment to Section 6.02.  Section
     6.02 of the Credit Agreement is hereby modified by replacing
     the reference to "20% of Consolidated Net Income" with a
     reference to "30% of EBITDAR".
     
               SECTION 1.03.  Amendment to Section 6.03(b). 
     Section 6.03(b) of the Credit Agreement is hereby modified by
     replacing clause (iv) thereof with the following:
     
               "(iv)  Indebtedness referred to in clause (A), (B)
               or (C) of Section 2.11(b) or Indebtedness of the
               character described in clauses (vi), (viii), (ix), (x),
               (xi), (xii), (xiii) and (xiv) of Section 6.03(a) that is
               not Later Maturing Indebtedness;"
     
               SECTION 2.  Credit Agreement.  Except as
     specifically stated herein, the Credit Agreement shall
     continue in full force and effect in accordance with the
     provisions thereof.  As used therein, the terms "Agreement",
     "herein", "hereunder", "hereto", "hereof" and words of similar
     import shall, unless the context otherwise requires, refer to
     the Credit Agreement as modified hereby.
     
               SECTION 3.  APPLICABLE LAW.  THIS AMENDMENT SHALL BE
     CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
     STATE OF NEW YORK.
     
               SECTION 4.  Counterparts.  This Amendment may be
     executed in any number of counterparts, each of which shall be
     an original but all of which, when taken together, shall
     constitute but one instrument.  Delivery of an executed
     counterpart of a signature page of this Agreement by telecopy
     shall be effective as delivery of a manually executed
     counterpart of this Agreement.
     
               IN WITNESS WHEREOF, the parties hereto have caused
     this Amendment to be duly executed by their respective
     authorized officers as of the date first above written.
     
                              FLEMING COMPANIES, INC.
                              
                                 by
                                         JOHN M. THOMPSON   
                                   Name:  John M. Thompson 
                                   Title: Vice President &         
                                       Treasurer
                              
                              
                              THE CHASE MANHATTAN BANK,
                                   individually and as
                                   Administrative Agent,
                              
                                 by
                                         BARRY K. BERGMAN   
                                   Name: Barry K. Bergman
                                   Title: Vice President
                              
                              BANK OF AMERICA NATIONAL TRUST
                                   AND SAVINGS ASSOCIATION,
                              
                                 by
                                           THOMAS BARNETT   
                                   Name:  Thomas Barnett
                                   Title: Managing Director
                              
                              BANK OF HAWAII,
                              
                                 by
                                          BRENDA TESTERMAN 
                                   Name:  Brenda Testerman
                                   Title: Vice President
                              
                              BANK OF MONTREAL,
                              
                                   by
                                          L.A. DURNING      
                                   Name:  L.A. Durning
                                   Title:  Portfolio Manager
                              
                              BANK OF SCOTLAND,
                                   
                                   by
                                          JANET TAFFE       
                                   Name:  Janet Taffe
                                   Title: Assistant Vice President
                                   
                              BEAR STEARNS INVESTMENT
                              PRODUCTS INC.,
                                   
                                    by
                                          HARRY ROSENBERG    
                                    Name: Harry Rosenberg
                                    Title: Authorized Signatory
                                   
                              COMERICA BANK,
                                   
                                    by
                                          REGINALD M.        
                                          GOLDSMITH, III  
                                    Name:  Reginald M. Goldsmith, III
                                    Title: Vice President
                                   
                                   
                              CREDIT LYONNAIS NEW YORK BRANCH,
                                   
                                    by
                                           ROBERT IVOSEVICH
                                    Name:  Robert Ivosevich
                                           Title:  Senior Vice President
                                   
                                   
                              THE DAI-ICHI KANGYO BANK, LTD.,
                                   
                                    by
                                           MASAAKI ISHIKURA
                                    Name:  Masaaki Ishikura
                                    Title: Vice President
                                   
                                   
                             FIRST HAWAIIAN BANK,
                                   
                                    by
                                           CHARLES L. JENKINS
                                    Name:  Charles L. Jenkins
                                    Title: Vice President and
                                           Manager
                                   
                                   
                             THE FUJI BANK, LIMITED,
                                   
                                    by
                                           TEIJI TERAMOTO    
                                    Name:  Teiji Teramoto
                                    Title: Vice President &   
                                           Manager
                                   
                             IBJ SCHRODER BANK & TRUST
                             COMPANY,
                                   
                                    by
                                          CHARLES B. FEARS   
                                    Name: Charles B. Fears
                                    Title: Director
                                   
                                   BANK ONE, OKLAHOMA, NA,
                                   
                                    by
                                           MARK C. DEMOS     
                                    Name:  Mark C. Demos
                                    Title: Senior Vice President
                                   
                             THE LONG-TERM CREDIT BANK OF
                             JAPAN, LTD.,
                                   
                                    by
                                           SADAO MURAOKA     
                                    Name:  Sadao Muraoka
                                    Title: Head of Southwest Region
                                   
                             MANUFACTURERS AND TRADERS
                             TRUST COMPANY,
                                   
                                    by
                                           R. BUFORD SEARS   
                                    Name:  R. Buford Sears
                                    Title: Administrative Vice President
                                   
                                   
                             THE MITSUBISHI TRUST AND BANKING CORPORATION, 
                             CHICAGO BRANCH,
                                   
                                    by
                                           NOBUO TOMINAGA    
                                    Name:  Nobuo Tominaga
                                    Title: Chief Manager
                                   
                             NATEXIS BANQUE BFCE,
                                   
                                    by
                                           MARK A. HARRINGTON
                                    Name:  Mark A. Harrington
                                    Title: Senior Vice President and
                                           Regional Manager
                                   
                                    by
                                           PAUL H. DIOURI
                                    Name:  Paul H. Diouri
                                    Title: Assistant Treasurer
                                   
                             NATIONAL BANK OF CANADA,
                                   
                                    by
                                           DOUG CLARK        
                                    Name:  Doug Clark
                                    Title: Vice President
                                   
                                    by
                                           RANDALL K. WILHOIT
                                    Name:  Randall K. Wilhoit
                                    Title: Vice President
                                   
                             NATIONAL CITY BANK, KENTUCKY,
                                   
                                    by
                                           TODD ETHINGTON    
                                    Name:  Todd Ethington
                                    Title: Vice President
                                   
                             PARIBAS,
                                   
                                    by
                                        
                                    Name:
                                    Title:
                                   
                             THE SANWA BANK LIMITED,
                                   
                                    by
                                        
                                    Name:
                                    Title:
                                   
                             SENIOR DEBT PORTFOLIO,
                                   
                                    by
                                        
                                    Name:
                                    Title:
                                   
                             SOCIETE GENERALE, SOUTHWEST AGENCY,
                                   
                                    by
                                           RICHARD M. LEWIS  
                                    Name:  Richard M. Lewis
                                    Title: Director
                                   
                             SUMITOMO BANK OF CALIFORNIA,
                                   
                                    by
                                           SHUJI ITO         
                                    Name:  Shuji Ito
                                    Title: Vice President
                                   
                             THE SUMITOMO BANK, LIMITED,
                                   
                                    by
                                        
                                    Name:
                                    Title:
                                   
                             THE SUMITOMO TRUST AND BANKING
                             CO., LTD., NEW YORK BRANCH,
                                   
                                    by
                                           STEPHEN STRATICO 
                                    Name:  Stephen Stratico
                                    Title: Vice President
                                   
                             SUMMIT BANK,
                                   
                                    by
                                           BRUCE A. GRAY     
                                    Name:  Bruce A. Gray
                                    Title: Vice President
                                   
                             TRANSAMERICA BUSINESS CREDIT
                             CORPORATION,
                                   
                                    by
                                           PERRY VAVOULES    
                                    Name:  Perry Vavoules
                                    Title: Senior Vice President
                                   
                             VAN KAMPEN AMERICAN CAPITAL
                             PRIME RATE INCOME TRUST,
                                   
                                    by
                                           JEFFREY W. MAILLET
                                    Name:  Jeffrey W. Maillet
                                    Title: Senior Vice President & Director
                                   
                             VAN KAMPEN CLO I LIMITED,
                                   
                             By:  Van Kampen American
                                  Capital Management, Inc.
                                  As Collateral Manager
                                   
                                  by
                                         JEFFREY W. MAILLET
                                  Name:  Jeffrey W. Maillet
                                  Title: Senior Vice President & Director