As filed with the Securities and Exchange Commission on June 30, 2000

                                  Registration Statement No. 333-______

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                    _________________________
                            FORM S-3
                  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 of          (I.R.S. Employer
 incorporation or organization)         Identification No.)
Fleming Companies, Inc.               Lenore T. Graham
P.O. Box 299013                       Senior Vice President, General
1945 Lakepointe Drive                 Counsel and Secretary
Lewisville, Texas 75029               Fleming Companies, Inc.
(972) 906-8000                        P.O. Box 299013
                                      1945 Lakepointe Drive
                                      Lewisville, Texas 75029
                                      (972) 906-8000
(Address of principal executive       (Name and address of agent for
 office)                               service)

                           Copies to:
                         Jerry A. Warren
            McAfee & Taft A Professional Corporation
                Tenth Floor Two Leadership Square
                 Oklahoma City, Oklahoma  73102
                   __________________________

Approximate date of commencement of proposed sale to the public:
 As soon as practicable after the Registration Statement becomes
                           effective.
                    _________________________

     If  the  only securities being registered on this  Form  are
being  offered  pursuant  to dividend  or  interest  reinvestment
plans, please check the following box.  [X]

     If  any of the securities being registered on this Form  are
to  be offered on a delayed or continuous basis pursuant to  Rule
415  under  the  Securities Act of 1933,  other  than  securities
offered only in connection with dividend or interest reinvestment
plans, check the following box.  [  ]

     If  this Form is filed to register additional securities for
an  offering pursuant to Rule 462(b) under the Securities Act  of
1933, please check the following box and list the Securities  Act
registration   statement   number  of   the   earlier   effective
registration statement for the same offering.  [  ]

     If this Form is a Post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number  of
the   earlier  effective  registration  statement  for  the  same
offering.  [  ]

     If  delivery  of  the  prospectus is  expected  to  be  made
pursuant to Rule 434 under the Securities Act of 1933, check  the
following box.  [  ]

                 CALCULATION OF REGISTRATION FEE

Title of each       Amount to     Proposed     Proposed       Amount
class of               be          maximum      maximum         of
securities to be   registered     offering     aggregate     registra-
registered                        price per    offering      tion fee
                                  unit (1)     price (1)
--------------------------------------------------------------------
Common Stock,        200,000
$2.50 par value      shares       $12.9688     $2,593,760    $684.75
--------------------------------------------------------------------
(1)  Fee calculated pursuant to Rule 457(c) using the average of
     the high and low sales prices on the New York Stock Exchange on
     June 23, 2000.

<PAGE>

PROSPECTUS                                             June 30, 2000

          DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

                          [FLEMING LOGO]

                         200,000 SHARES
                          COMMON STOCK

     Fleming Companies, Inc. is offering to holders of its common
stock, par value $2.50, the opportunity to purchase additional
shares of Fleming's common stock by having their cash dividends
automatically reinvested in Fleming and, if they wish, by making
optional cash payments with which to purchase shares. This
prospectus provides details about Fleming's Dividend Reinvestment
and Stock Purchase Plan.  The plan includes the following
features:

          o Shareholders who elect to participate will be able to
            reinvest their dividends in shares of Fleming common
            stock at a 5% discount from market value.

          o Optional cash payments of up to $5,000 per calendar
            quarter also may be utilized to purchase additional
            shares.  These shares will be purchased at market value.

          o No brokerage commissions or service fees will be charged on
            any shares purchased through either reinvested dividends or
            optional cash payments.

     We expect shares purchased under the plan to be newly issued
shares of previously authorized but unissued shares of Fleming's
common stock.  Fleming's common stock is listed on the New York
Stock Exchange, the Chicago Stock Exchange and the Pacific Stock
Exchange.  The trading symbol for Fleming's common stock is
"FLM."  Shareholders who do not choose to participate in the plan
will continue to receive cash dividends, when and as declared by
Fleming's board of directors, in the usual manner.

     Fleming's mailing address at its principal executive office is
P.O. Box 299013, Lewisville, Texas 75029, and its telephone
number is (972) 906-8000.

     These  securities have not been approved or  disapproved  by
the  Securities  and Exchange Commission nor has  the  Commission
passed  upon  the  accuracy or adequacy of this  prospectus.  Any
representation to the contrary is a criminal offense.

<PAGE>
                        TABLE OF CONTENTS

                                                             Page
THE PLAN                                                       1
QUESTIONS AND ANSWERS ABOUT THE PLAN                           1
USE OF PROCEEDS                                                6
DETERMINATION OF OFFERING PRICE                                6
LIMITATION ON AMOUNT OF REINVESTED DIVIDENDS                   6
LEGAL OPINIONS                                                 6
EXPERTS                                                        6
INCORPORATION BY REFERENCE                                     6
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
  LIABILITIES                                                  7

<PAGE>

                            THE PLAN

     Fleming is offering to shareholders the opportunity to
purchase shares of its common stock under its Dividend
Reinvestment and Stock Purchase Plan.  The plan provides that
holders of Fleming's common stock can reinvest their cash
dividends in additional shares of common stock and, if they do
so, they may also make additional cash payments for the same
purpose.  As explained below, the cash dividends of a shareholder
who participates are reinvested by the administrator of the plan,
along with any optional cash payments of not less than $25 per
payment. Optional cash payments are limited to a maximum of
$5,000 per calendar quarter.

              QUESTIONS AND ANSWERS ABOUT THE PLAN

     The plan is described in the following questions and
answers:

1. What is the purpose of the plan?

     Fleming's Dividend Reinvestment and Stock Purchase Plan
provides participating shareholders with a convenient and
economical method of investing their cash dividends in additional
shares of Fleming's common stock and purchasing additional shares
of common stock through optional cash payments.

2. What are the principal features?

     A 5% discount from market value is allowed on shares
purchased with reinvested dividends only. Participants may also
purchase shares of Fleming's common stock at market value by
making optional cash payments as provided in the plan.
Participants do not pay any brokerage commissions or service
charges for purchases made under the plan. Full investment of
funds is possible because the plan permits fractions of shares,
as well as full shares, to be credited to a participant's
account.

3. Who is eligible to participate?

     All holders of record of Fleming common stock are eligible
to participate.

4. Who administers the plan?

     First Chicago Trust Company of New York, a division of
EquiServe, ("the agent") administers the plan and makes purchases
of shares of common stock from Fleming as agent for all
participants. The agent will keep a record of dividends
reinvested and purchases made under the plan and will send
participants a statement of account following each dividend
payment and reinvestment transaction. The agent will also act as
custodian of shares purchased under the plan.

     Please address all correspondence concerning the plan to:

             First Chicago Trust Company of New York
                          P.O. Box 2598
               Jersey City, New Jersey  07303-2598
                 Attn: Stock Transfer Department

     Please mention Fleming Companies, Inc. in your
correspondence and, if you become a participant, give your
account number. If you prefer, you may call the agent at 1-800-
317-4445.  The agent's internet address is http://www.equiserve.com.

5. How do shareholders join the plan?

     Any eligible shareholder may join the plan by completing the
authorization card included with this prospectus for all new
shareholders and returning it to the agent. If needed, additional
authorization cards may be obtained at any time by writing or
calling the agent or Fleming. The agent will provide information
and forms for optional cash payments.

     The authorization card directs Fleming to pay to the agent
the cash dividends on shares of common stock registered in the
participant's name and on shares of common stock credited to his
or her account under the plan. The authorization card also
directs the agent to use cash dividends, together with any
optional cash payments made by the participant, to purchase
additional shares of stock.

6. Can a shareholder participate only as to some of his or her
   shares?

     Yes. A shareholder may participate in the plan with respect
to less than all shares registered in his or her name (a
specified number of full shares) and continue to receive cash
dividends on the remaining shares.

7. When may an eligible shareholder join?

     An eligible shareholder may join the plan at any time. If an
authorization card is received by the agent on or before the
record date for the payment of a cash dividend, the participant's
dividends will begin being reinvested with that dividend payment.
Dividend record and payment dates normally are on or close to the
dates shown below:

         Record Date                          Payment Date
         -----------                          ------------
         February 20                          March 10
         May 20                               June 10
         August 20                            September 10
         November 20                          December 10

     If an authorization card is received after the record date
for a cash dividend, the dividend will be paid in cash, and
participation in the plan will begin with the next cash dividend
payment. For example, if an authorization card is received on or
before February 20, the dividend payable on March 10 will be
reinvested under the plan. If an authorization card is received
after February 20, then the first dividend reinvested under the
plan will be the dividend payable on June 10.

8. When will purchases of stock be made?

     Purchases will be made on the 10th day of each month.  We
call this date the investment date. If the 10th day of the month
falls on a Saturday, Sunday or on any other day on which the New
York Stock Exchange or banking institutions are closed, the
investment date will be the next preceding business day on which
the New York Stock Exchange and banking institutions are not
closed. The March, June, September and December investment dates
correspond with the quarterly dividend payment dates. The
participant's dividends, together with any optional cash payments
received prior to the investment date and not previously
invested, will be used to purchase additional shares on the
investment date.

9. How does the cash payment feature work?

     Each participant may invest in additional shares of common
stock by making optional cash payments. Cash payments may not be
less than $25 and may be made by a participant as often as he
wishes, provided that the total optional cash payments may not
exceed $5,000 during any calendar quarter.

     An optional cash payment may be made by enclosing a check or
money order with the authorization card when initially joining
the plan.  After the initial cash payment, cash payments may be
forwarded to the agent along with a special payment form which
will be included with each statement of account. Optional
payments should be delivered to the agent at P.O. Box 13531,
Newark, New Jersey 07188-0001.  Checks and money orders should be
made payable to First Chicago-Fleming Companies, Inc.

     Only shareholders who have submitted a signed authorization
card are eligible to make optional cash payments. Cash received
from a participant will be used to purchase shares on the next
investment date following receipt. No interest will be paid by
Fleming or the agent on optional cash payments. The same amount
of cash need not be sent each month, and there is no obligation
to make any optional cash payments unless you desire to do so.

10. How will the number of shares to be purchased be determined?

     The number of shares that will be purchased for a
participant's account will depend on the amount of the
participant's cash dividend, the amount of any optional cash
payments made by the participant, and the price of the shares.  A
participant's account will be credited with the number of shares
(including fractional shares computed to four decimal places)
that results by dividing the amount of dividends and/or optional
payments by the applicable purchase price (computed to four
decimal places).

11. Are there any costs to participants for purchases under the
    plan?

     No. Fleming will pay all fees, commissions, expenses and
costs of administration of the plan.

12. Will dividends be paid on shares held in a participant's
    account?

     Yes. Cash dividends will be paid on all whole and fractional
shares held in a participant's account and will be reinvested in
additional shares.

13. What reports will be sent to participants?

     Following each dividend payment and reinvestment
transaction, the agent will mail each participant a statement of
his or her account. The statement will show all amounts invested,
the number of shares purchased and the purchase price, and a
current summary of the participant's total holdings under the
plan. The statements of account are the participant's record of
the cost and date of his or her purchases and should be retained
for income tax purposes.

     Participants will continue to receive Fleming's annual
report and quarterly reports to shareholders, notice of annual
meeting and proxy statement. Participants will also receive
information from the agent for reporting dividend income for
income tax purposes on shares held under the plan. The agent will
also send information for reporting dividend income for income
tax purposes on shares held outside the plan.

14. Will a participant receive certificates for shares purchased?

     Normally, certificates for shares purchased under the plan
will not be sent to participants; instead, the certificates will
be registered in the name of the agent or its nominee. This
custodial service relieves participants of responsibility for the
safekeeping of multiple certificates and protects participants
against the risk of loss, theft or destruction of certificates.

     Upon written request, the agent will send certificates to a
participant for the total number of whole shares credited to his
or her account, or for any lesser number specified. Any remaining
shares or fractional shares will continue to be held in the
participant's account. Certificates for fractional shares will
not be issued.

15. In whose name will certificates be issued?

     Certificates sent to a participant by the agent upon written
request will be registered in the name in which the plan account
is maintained. This generally will be the name or names in which
the participant's original certificates were registered at the
time of joining the plan.

16. What is the source of shares purchased under the plan?

     Shares purchased under the plan will normally come from the
authorized but unissued shares of Fleming's common stock;
however, Fleming reserves the right to issue shares held as
treasury shares. The price of shares purchased for participants
will be the same whether the shares are newly issued shares or
treasury shares. See "Determination of Offering Price."

17. How does a participant withdraw from the plan?

     A participant may withdraw from the plan by sending written
notification of withdrawal to the agent. In the event a
participant withdraws from the plan, certificates for whole
shares credited to his or her account will be delivered to him or
her by the agent. In addition, any fractional shares will be sold
and a cash payment will be made for the sales price thereof, less
brokerage commissions and any transfer taxes.

     Alternatively, a participant may withdraw from the plan and
request that the agent sell all shares, both whole and
fractional, held in his or her account. The proceeds from the
sale, less any brokerage commissions and transfer taxes, will be
remitted to the withdrawing participant. Sale requests may be
accumulated by the agent, but sales are expected to occur at
least every ten days. The price of shares sold will be the
average of all actual sales under the plan on the sale date.

18. When may a participant withdraw from the plan?

     A participant may withdraw from the plan at any time. If the
withdrawal request is received by the agent at least five
business days prior to a dividend record date, the amount of the
cash dividend and any optional cash payments which would
otherwise have been invested on the next investment date, and all
subsequent dividends, will be paid to him or her in cash. If the
withdrawal request is received by the agent less than five
business days before the dividend record date, the amount of the
cash dividend to be invested on the next investment date, along
with any optional cash payments received, will be so invested,
but all subsequent dividends will be paid to the participant in
cash.

19. Can a participant request that a portion of the shares in his
    or her account be sold and remain in the plan?

     Yes. A participant may request that the agent sell less than
all shares held in his or her account, and continue to be a
participant with respect to the remaining shares in his or her
plan account.

20. May a shareholder rejoin the plan?

     Generally, an eligible shareholder may rejoin the plan and
become a participant at any time. However, in order to minimize
administrative expenses and to encourage use of the plan as a
long-term investment service, Fleming reserves the right to
reject the authorization card from a previous participant on
grounds of excessive joining and termination.

21. What happens if a participant sells or transfers all of the
    shares registered in his or her name?

     If a participant disposes of all the shares of common stock
registered in his or her name, exclusive of the shares credited
to his or her account under the plan, the agent will continue to
reinvest the cash dividends on the shares held in his or her
account under the plan until the agent is otherwise notified in
writing.

22. What happens if Fleming issues a stock dividend, declares a
    stock split or has a rights offering?

     Any shares distributed by Fleming as a stock dividend on
shares held in the participant's plan account (including
fractional shares) and any split of such shares will be credited
to a participant's plan account. Stock dividends or splits
distributed on all other shares held by a participant will be
mailed directly to a participant in the same manner as to
shareholders who are not participating in the plan.

     In a rights offering, a participant's entitlement will be
based upon his or her total holdings, including those credited to
his or her account under the plan. Rights applicable to shares
credited to a participant's plan account will be sold by the
agent, and the proceeds will be credited to his or her account
under the plan and applied to the purchase of shares on the next
investment date. Any participant who wishes to exercise, transfer
or sell the rights applicable to shares credited to his or her
plan account must request, prior to the record date for the
issuance of any such rights, that the whole shares credited to
his or her account be transferred from his or her account and
registered in his or her name.

23. Can a participant vote shares held under the plan?

     Yes. The shares credited to the account of a participant
will be voted in accordance with instructions of the participant
given on a proxy which will be furnished to the participant or,
if the participant desires to vote in person at a meeting, a
proxy for shares credited to his or her account may be obtained
upon written request received by the agent at least 15 days
before the meeting. If a properly signed proxy card is returned
without instructions, the participant's shares credited to his or
her account will be voted in accordance with the proxy statement
accompanying the proxy card. If the proxy card is not returned,
or is returned unsigned, none of the participant's shares will be
voted.

24. What if a participant acquires additional shares after
    becoming a participant?

     If a participant acquires shares in the market or otherwise
after becoming a participant in the plan, the dividends paid on
those shares will be reinvested under the plan unless the new
shares are registered in a name which is different from the name
in which the shareholder is registered under the plan.

25. What happens if a participant dies?

     Upon receipt by the agent of proper notice of the death or
incompetency of a participant, together with any other forms as
may be required by the agent, the participant's account will be
terminated and shares will be delivered to the appropriate person
in the same manner relating to a participant who withdraws from
the plan. See the answer to Question 17.

26. What happens if Fleming, voluntarily or involuntarily,
liquidates, dissolves or winds up?

     Each participant in the plan, as a holder of common stock,
will be entitled to receive his or her  pro rata share of
Fleming's assets remaining after distribution has been made to
the holders of any preferred stock.

27. What are the responsibilities of Fleming and the agent under
the plan?

     Neither Fleming nor the agent can assure participating
shareholders of a profit or protect them from a loss in any
investment they may make in shares of Fleming's common stock
under the plan. In administering the plan, neither Fleming nor
the agent is liable for any act done in good faith or for any
omission to act in good faith, including, without limitation, any
claim for liability arising out of failure to terminate a
participant's account upon such participant's death prior to
receipt of notice in writing of such death. Fleming reserves the
right to interpret and regulate the plan, and to modify, suspend
or terminate it at any time.

28. What are the federal income tax consequences?

     In general, participants in the plan have the same federal
income tax obligations with respect to their dividends as do
shareholders who are not participating in the plan. This means
that the cash dividends a participant reinvests under the plan
will be taxable as having been received even though the
participant does not actually receive them in cash but, instead,
uses them to purchase additional shares of stock under the plan.

     The Internal Revenue Service has ruled with respect to a
plan similar to Fleming's plan that the full fair market value of
the shares purchased with reinvested dividends is taxable as
dividend income to the participant. This means that in addition
to the reinvested dividends being taxable, the 5% discount
allowed on the purchase of shares with reinvested dividends under
the plan is also taxable as dividend income to the participant in
the year the shares are purchased.

     The tax basis of shares acquired through reinvested
dividends is equal to the fair market value of the stock on the
cash dividend payment date rather than the discounted amount paid
for the shares. Under the plan, fair market value is determined
by averaging the high and low sale prices reported as New York
Stock Exchange Composite Transactions on the applicable
investment date or, if no trading occurs on the investment date,
on the next preceding day on which the common stock was traded on
such exchange. The tax basis of shares acquired through optional
cash payments, on which no discount is allowed, is equal to the
cost of the stock. The holding period for shares acquired under
the plan begins the day after the applicable investment date.

     The following example, using assumed data, illustrates the
federal income tax consequences when a participant reinvests
dividends under the plan:

                                             Taxable as Dividend Income
                                             --------------------------
Dividends reinvested                                  $42.75
Market value (average market price) per share         $15.00
Less 5% discount per share                               .75
Purchase price per share                              $14.25
Number of shares purchased ($42.75 divided by $14.25)   3 shares
Total discount taxable (3 shares times $.75)            2.25
Total taxable as dividend income                      $45.00

     In the case of participating foreign shareholders whose
dividends are subject to the withholding of U.S. income taxes,
the tax to be withheld will be deducted from each dividend
payment before it is reinvested.

     This example is a general summary only, and each participant
should consult his or her own tax adviser to determine the tax
consequences of his or her participation.

                         USE OF PROCEEDS

     The proceeds from the sale of shares by Fleming to
participants in the plan will be added to Fleming's general
operating funds to be used as working capital.

                 DETERMINATION OF OFFERING PRICE

     The price of shares purchased with reinvested cash dividends
will be 5% below the average of the high and low sale prices of
Fleming common stock reported as New York Stock Exchange
Composite Transactions on the investment date as of which shares
are purchased. These prices are published regularly in The Wall
Street Journal and the daily press.

     The price of shares purchased with optional cash payments
will be the average of the high and low sale prices of Fleming
common stock reported as New York Stock Exchange Composite
Transactions on the investment date as of which shares are
purchased. If the New York Stock Exchange is closed on an
investment date, or if no trading occurs in Fleming's common
stock on such date, the price will be determined as of the next
preceding business day on which the company's common stock is
traded on the Exchange.

     First Chicago Trust Company is transfer agent and registrar
for Fleming's common stock.

          LIMITATION ON AMOUNT OF REINVESTED DIVIDENDS

     The plan limits the amount of reinvested dividends which a
single participant can invest in shares of Fleming's common stock
at a 5% discount from market value. The plan provides that the
maximum amount of reinvested dividends a single participant may
invest in discounted shares during any calendar quarter is
limited to $100,000. The amount of dividends in excess of
$100,000 payable to a participant in any calendar quarter will be
paid to such participant in cash.

                         LEGAL OPINIONS

     The validity of the common stock offered hereby will be
passed upon for Fleming by McAfee & Taft A Professional
Corporation, Tenth Floor, Two Leadership Square, Oklahoma City,
Oklahoma 73102.

                             EXPERTS

     The consolidated financial statements and the related
financial statement schedules incorporated in this prospectus by
reference from Fleming's Annual Report on Form 10-K for the
fiscal year ended December 25, 1999, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

                   INCORPORATION BY REFERENCE

     Fleming's Annual Report on Form 10-K for the fiscal year
ended December 25, 1999; its Form 10-K/A for the fiscal year
ended December 26, 1998 (filed on February 10, 2000) (excluding
Item 8); its Quarterly Report on Form 10-Q for the fiscal quarter
ended April 15, 2000 (filed on May 25, 2000); its Quarterly
Reports on Form 10-Q/A for the fiscal quarters ended April 17,
1999, July 11, 1999, and October 2, 1999 (filed on February 9,
2000); its Current Reports on Form 8-K dated February 10, 2000
and April 25, 2000, and the description of its common stock
contained in the Registration Statement on Form 8-A dated March
23, 1989, filed under the Securities Exchange Act of 1934 (File
No. 1-8140) are hereby incorporated in this prospectus by
reference.

     All documents subsequently filed by Fleming pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, prior to the termination of the offering described
herein, shall also be deemed to be incorporated in this
prospectus and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified
or superseded for all purposes to the extent that a statement
contained in this prospectus or in any other subsequently filed
document which is also incorporated by reference modifies or
replaces such statement.  Fleming will provide without charge to
each person to whom this prospectus is delivered, on written or
oral request of such person, a copy (without exhibits, unless
such exhibits are specifically incorporated by reference) of any
or all documents incorporated by reference in this prospectus.
Requests for such copies should be directed to Lenore T. Graham,
Senior Vice President, General Counsel and Secretary, Fleming
Companies, Inc., (i) if by telephone to (792) 906-8000 and (ii)
if by mail to P. O. Box 299013, Lewisville, Texas 75029.

     The public may read and copy any materials that Fleming
files with the Securities and Exchange Commission at the
Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, DC  20549.  The public may obtain information on the
operation of the Public Reference Room by calling the Commission
at 1-800-SEC-0330.  Fleming is an electronic filer.  The
Commission maintains an internet site that contains reports,
proxy and information statements, and other information regarding
issuers that file electronically with the Commission.  The
address of the Commission's website is (http;//www.sec.gov).
Fleming's website address is (http://www.fleming.com).

             COMMISSION POSITION ON INDEMNIFICATION
                 FOR SECURITIES ACT LIABILITIES

     Section 1031 of the Oklahoma General Corporation Act, under
which act Fleming is incorporated, authorizes the indemnification
of officers and directors in certain circumstances.  Article
Thirteen of Fleming's Restated Certificate of Incorporation, as
well as Article 8 of Fleming'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 Fleming's Restated Certificate of Incorporation permits the
exculpation of a director for monetary damages for breach of
fiduciary duty as a director.  In addition, Fleming maintains
insurance policies that insure its officers and directors against
certain liabilities.

     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, Fleming 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, therefore, unenforceable.

     No dealer, salesperson or other individual has been
authorized to give any information or to make any representation
not contained in this prospectus. If given or made, such
information or representation must not be relied upon as having
been authorized by Fleming. This prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy any
securities offered hereby in any jurisdiction where, or to any
person to whom it is unlawful to make such offer or solicitation.
Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the facts set forth in this
prospectus or the affairs of Fleming since the date hereof.

                        200,000 SHARES

                        [Fleming Logo]

                 200,000 SHARES OF COMMON STOCK,
                $2.50 PAR VALUE, OFFERED PURSUANT
                  TO THE DIVIDEND REINVESTMENT
                      AND PURCHASE PLAN OF
                     FLEMING COMPANIES, INC.

                           PROSPECTUS

                          June 30, 2000
<PAGE>

                             PART II
             INFORMATION NOT REQUIRED IN PROSPECTUS

     ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The  following is an itemized statement of expenses (all but
the  registration  fee  and the stock exchange  listing  fee  are
estimates) of Fleming in connection with the issuance and sale of
the shares of Common Stock being registered.

          Registration Fee                    $    684.75

          Stock Exchange Listing Fees         $  1,355.00

          Printing                            $ 10,000.00

          Transfer Agent and Registrar  Fees
          and Expenses                        $      0.00

          Legal Fees and Expenses             $  5,000.00

          Accounting Fees and Expenses        $  5,000.00

          Miscellaneous                       $  5,000.00

     ITEM 15. 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  Article  8  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 16. EXHIBITS

     The  following  exhibits have been filed  as  part  of  this
Registration Statement, and are incorporated herein by reference:

     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 as to
          the legality of the securities being registered.

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

     23.1 Consent of Deloitte & Touche LLP.

     23.2 Consent  of  McAfee  & Taft A Professional  Corporation
          (contained in its opinion filed as Exhibit 5.1 hereto).

     24.1 Power of Attorney.

     99.1 The  Dividend Reinvestment and Stock Purchase  Plan  of
          Fleming  Companies, Inc., as amended  (incorporated  by
          reference to Exhibit 28.1 to Registration Statement No.
          33-26648).

     99.2 The  Dividend  Reinvestment  and  Stock  Purchase  Plan
          Authorization  Card  (incorporated  by   reference   to
          Exhibit 28.3 to Registration Statement No. 33-45190).

     ITEM 17. 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 in the registration statement.

     (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  in  the
registration  statement 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.

<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-3
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  28th  day  of
June, 2000.

                                FLEMING COMPANIES, INC.
(Registrant)
                                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 President  ) June 30, 2000
Kevin J. Twomey             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 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 herein by
          Incorporation                   reference

4.2       Bylaws                          Incorporated herein  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 Deloitte & Touche    Filed herewith electronically
          LLP

23.2      Consent of McAfee & Taft A      Filed herewith electronically
          Professional Corporation
          (contained in its opinion
          filed as Exhibit 5.1 hereto)

24.1      Power of Attorney               Filed herewith electronically

99.1      The Dividend Reinvestment and   Incorporated herein by
          Stock Purchase Plan of          reference
          Fleming Companies, Inc., as
          amended

99.2      The Dividend Reinvestment and   Incorporated herein by
          Stock Purchase Plan             reference
          Authorization Card