Exhibit 99.3

                     FLEMING COMPANIES, INC.

                    2000 STOCK INCENTIVE PLAN


              NON-QUALIFIED STOCK OPTION AGREEMENT




Name:                         Grant Date:
Option Price:                 Exercise Date:                 25%
Shares Granted:                                              50%
Expiration Date:                                             75%
                                                            100%

THIS AGREEMENT WILL BE VOID UNLESS FULLY EXECUTED WITHIN TWENTY-
         ONE (21) DAYS OF RECEIPT BY THE PARTICIPANT.
<PAGE>

              NON-QUALIFIED STOCK OPTION AGREEMENT
                UNDER THE FLEMING COMPANIES, INC.
                    2000 STOCK INCENTIVE PLAN


          THIS  NON-QUALIFIED STOCK OPTION AGREEMENT (the "Option
Agreement"), made as of this ____ day ______________,  _____,  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 an "Eligible Associate"  of
the  Company,  as  such term is defined in the Plan,  and  it  is
important  to  the Company that the Participant be encouraged  to
remain  in  the  employ  of the Company and  given  incentive  to
perform while in the employ of the Company; and

          WHEREAS, as an ancillary part of this Option Agreement,
it  is  also  important to the Company to protect its  legitimate
business  interests if the Participant leaves the employ  of  the
Company; and

          WHEREAS,  in  recognition of such  facts,  the  Company
desires  to provide to the Participant an opportunity to purchase
shares  of  the  common  stock  of the  Company,  as  hereinafter
provided,  pursuant to the "Fleming Companies,  Inc.  2000  Stock
Incentive Plan" (the "Plan"); and

          WHEREAS,  the  Participant is a "Non-Executive  Officer
Participant" as such term is defined in the Plan, and the Regular
Award  Committee has made this Award as permitted by Section  3.1
of the Plan.

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

          1.    GRANT OF STOCK OPTION.  The Company hereby grants
to   the  Participant  Nonqualified  Stock  Options  (the  "Stock
Options") to purchase all or any part of an aggregate of  _______
shares  of  Common  Stock  under and subject  to  the  terms  and
conditions  of  this  Option Agreement and  the  Plan,  which  is
incorporated herein by reference and made a part hereof  for  all
purposes.   All  capitalized terms used in this Option  Agreement
shall  have the same meaning ascribed to them in the Plan  unless
specifically denoted otherwise.  The purchase price per share for
each   share of Common 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  8  hereof  have  been
satisfied,  the  Participant shall be eligible to  exercise  that
portion  of  his/her Stock Options pursuant to the  schedule  set
forth  hereinafter.   If the Participant's  employment  with  the
Company  (or  of  any  one  or more of the  Subsidiaries  of  the
Company)  remains full-time and continuous at all times prior  to
any of the "Exercise Dates" set forth in this Section 2, 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  multiplying  the  aggregate number of  shares  set  forth  in
Section  1  of this Option Agreement by the designated percentage
set forth below.

Percent of Stock
Exercise Dates                                 Option Exercisable
-----------------------------------------------------------------
On or After ______________                                    25%

On or After ______________                                    50%

On or After ______________                                    75%

On or After ______________                                   100%

          3.    TERM OF STOCK OPTION.  Except as provided for  in
Section  4  of  this Option Agreement, none of the Stock  Options
shall  be exercisable more than ten years from the Date of  Grant
(the "Option Period").

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

               (a)   Exercise  of  Exercisable Stock  Options  on
Termination of Employment.  Except as provided to the contrary in
the  Plan  or  in  this  Option  Agreement,  if  a  Participant's
employment with the Company, a Subsidiary or an Affiliated Entity
is  terminated during the Option Period for any reason other than
death,  he/she  may  exercise all or any  portion  of  the  Stock
Options  which  are otherwise exercisable on  the  date  of  such
termination  at  any time within three months from  the  date  of
termination;  provided, however, that if the  Participant  should
die  during  such  three  month period,  the  rights  of  his/her
personal representative shall be as set forth in Section 4(b)  of
this Option Agreement.

               (b)   Exercise  of  Exercisable Stock  Options  on
Termination  of  Employment  Due to Death.   If  a  Participant's
employment with the Company, a Subsidiary or an Affiliated Entity
is  terminated during the Option Period due to his/her death, the
personal  representative of the deceased Participant may exercise
all  or  any  portion  of the Stock Options which  are  otherwise
exercisable on the date of death within 12 months from  the  date
of death.

               (c)  Acceleration of Otherwise Unexercisable Stock
Options on Termination of Employment.  The Committee, in its sole
discretion, may determine that upon termination of the employment
of   a  Participant  any  and  all  Stock  Options  shall  become
automatically  fully vested and immediately  exercisable  by  the
Participant or his/her personal representative as the case may be
for  whatever period following such termination as the  Committee
shall so decide.

               (d)   Acceleration  of  Options  Upon  Change   of
Control.   Upon the occurrence of a Change of Control Event,  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.

               (e)   Exercise  of  Exercisable Stock  Options  on
Termination  of Employment Due to Retirement.  If a Participant's
employment with the Company, a Subsidiary or an Affiliated Entity
is  terminated due to retirement in accordance with the Company's
retirement policies, the Participant shall have a period of three
years  following his/her date of retirement to exercise the Stock
Options  which  are  otherwise exercisable  on  his/her  date  of
retirement.

          5.    NON-TRANSFERABILITY OF STOCK OPTIONS.  Except  as
provided  in  Section 9.3 of the Plan regarding  certain  limited
transferability  of Stock Options with the Committee's  approval,
Stock  Options shall be transferable only by will or the laws  of
descent and distribution; however, no such transfer of the  Stock
Options by the Participant shall be effective to bind the Company
unless  the Company shall have been furnished with written notice
of  such  transfer and an authenticated copy of the  will  and/or
such  other  evidence  as the Committee  may  deem  necessary  to
establish the validity of the transfer and the acceptance by  the
transferee of the terms and conditions of such Option.

          6.    EMPLOYMENT.   So  long as the  Participant  shall
continue to be a full-time and continuous employee of the Company
or  a Subsidiary, the Stock Options 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
continue  in  the employ of the Company, any of the Subsidiaries,
or any Affiliated Entities or interfere in any way with the right
of  the  Company,  any  of  the Subsidiaries  or  any  Affiliated
Entities to terminate such Participant's employment at any time.

          7.   METHOD OF EXERCISING STOCK OPTION.

               (a)   Procedures  for  Exercise.   The  manner  of
exercising  the Stock Options 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 Options and the number of  shares
of Common Stock with respect to that portion of the Stock Options
being exercised, and shall be signed by the person or persons  so
exercising the Stock Options.  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
Common Stock purchased under this Option Agreement shall be  made
in  full  by  the Participant in any manner specified in  Section
6.2(b)  of  the  Plan.  No Common Stock shall be  issued  to  the
Participant  until  the Company receives  full  payment  for  the
Common  Stock  purchased  under the  Stock  Options  which  shall
include  any  required  state  and  federal  withholding   taxes.
Withholding  taxes may be paid by the Participant in  any  manner
specified in Section 9.4 of the Plan.

               (c)   Further Information.  In the event the Stock
Options  are  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,  the
notice  of  election  to exercise shall also  be  accompanied  by
appropriate  proof  of  the right of such person  or  persons  to
exercise the Stock Options.

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

          9.    NOTICES.   All  notices or  other  communications
relating  to the Plan and this Option Agreement as it relates  to
the  Participant  or, in event of the death of  the  Participant,
his/her personal representative shall be in writing and shall  be
mailed  (U.S. Mail) by the Company to the Participant or  his/her
personal representative, as the case may be, at the then  current
address as maintained by the Company or such other address as the
Participant  or  his/her personal representative may  advise  the
Company in writing.  All other notices shall be given by personal
delivery  to  the  Secretary of the Company or by  registered  or
certified  mail  at his/her principal office  or  at  such  other
address  as  the Company may hereafter advise the Participant  or
his/her  personal representative, and it shall be deemed to  have
been given when they are so personally delivered or when they are
deposited  in the United States mail in an envelope addressed  to
the  Company,  properly stamped for delivery as a  registered  or
certified letter.

          10.  PROTECTION OF COMPANY'S BUSINESS AS CONSIDERATION.
As  specific consideration to the Company for the Stock  Options,
the Participant agrees:

          (a)  Limitations on Competition.  Subject to subsection
(g), the Participant will not, without the Company's written con-
sent, directly  or indirectly, in association with or as a share-
holder, principal, agent, partner, officer, director, employee or
consultant  of  any  other  retail chain  or  any  subsidiary  or
affiliate of any such retail chain, engage in the business of the
retail  sale  of  food and related products within  the  Standard
Metropolitan  Statistical  Areas  (the  "SMSA's")  in  which  the
Participant  is, and/or on his/her date of termination/separation
was,  employed  by  the Company, its Subsidiaries  or  Affiliated
Entities, or in which the Company, its Subsidiaries or Affiliated
Entities during his/her employment is, and/or on his/her date  of
termination/ separation was, actively soliciting business.

          (b)  Confidential Information; No Disparaging Statements.
The Participant acknowledges  that  during  the   course   of the
Participant's  employment  with  the  Company,  a  Subsidiary  or
Affiliated Entity, he/she will have access to and gain  knowledge
of  highly  confidential and proprietary  information  and  trade
secrets.   The Participant further acknowledges that the  misuse,
misappropriation  or disclosure of this information  could  cause
irreparable  harm to the Company, a Subsidiary and/or  Affiliated
Entity,  both  during  and after the term  of  the  Participant's
employment.   Therefore, the Participant agrees,  during  his/her
employment  and at all times thereafter, he/she will  hold  in  a
fiduciary  capacity for the benefit of the Company, a  Subsidiary
and/or  Affiliated  Entity  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,
its  Subsidiaries  or Affiliated Entities, customers,  suppliers,
joint  ventures,  licensors, licensees,  distributors  and  other
persons  and entities with whom the Company, its Subsidiaries  or
Affiliated  Entities  do business ("Confidential  Data"),  except
upon  the  Company's  written consent or as required  by  his/her
duties with the Company, its Subsidiaries or Affiliated Entities,
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, a Subsidiary or Affiliated Entity.   The
Participant  agrees, during his/her employment with the  Company,
its   Subsidiaries  or  Affiliated  Entities  and  at  all  times
thereafter, not to make disparaging statements about the Company,
its  Subsidiaries  or  Affiliated  Entities  or  their  officers,
directors,  agents, employees, products or services which  he/she
knows, or has reason to know, are false or misleading.

          (c)  No Solicitation of Employees or Business.  The Par-
ticipant  agrees that he/she  will not, either directly or in con-
cert with others, recruit, solicit or induce, or attempt to induce,
any employees of the Company, its Subsidiaries or Affiliated Entities
to  terminate their employment with the Company, its Subsidiaries
or  Affiliated  Entities  and/or become associated  with  another
employer.   The Participant further agrees that he/she 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, its Subsidiaries or
Affiliated  Entities within the SMSA's in which  the  Participant
is,   and/or  on  his/her  date  of  termination/separation  was,
employed  by the Company or one of its Subsidiaries or Affiliated
Entities, or in which the Company, its Subsidiaries or Affiliated
Entities during his/her employment is, and/or on his/her date  of
termination/separation was, actively soliciting such business.

          (d)  Term of the Participant's Promises under this Section.
The Participant  agrees  that  except  as  otherwise  provided in
subsection  (b),  his/her promises contained in this  Section  10
shall  continue  in  effect during his/her  employment  with  the
Company,  its Subsidiaries or Affiliated Entities and  until  the
first anniversary of his/her termination/separation.

          (e)  Consequences of Breach of Limitations on Competition
and/or Other Competing Employment. Subject to subsection (g), if at
any time within (i) the term of this Option 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  which  is  prior to ten (10) years from the  date  of  this
Option  Agreement,  or  (iii) within one (1)  year  after  he/she
exercises any portion of the Stock Options, whichever is  latest,
the  Participant, without the Company's written consent, directly
or   indirectly,  in  association  with  or  as  a   shareholder,
principal,   agent,  partner,  officer,  director,  employee   or
consultant  of  any  other  retail chain  or  any  subsidiary  or
affiliate  of any such retail chain, engages in the  business  of
the retail sale of food and related products within the SMSA's in
which    the   Participant   is,   or   on   his/her   date    of
termination/separation was, employed by the Company or one of its
Subsidiaries or Affiliated Entities, or in which the Company, its
Subsidiaries  or  Affiliated Entities  during  the  Participant's
employment  is,  and/or on his/her date of termination/separation
was,  actively  soliciting business, then (iv) the Stock  Options
shall  terminate effective the date the Participant  enters  into
such  activity (unless terminated sooner by operation of  another
term or condition of this Option Agreement or the Plan), and  (v)
any  gain represented by the Fair Market Value (as defined in the
Plan)  on  the  date the Participant exercised any of  the  Stock
Options over the Option Price, multiplied by the number of shares
the  Participant purchased (the "Option Gain"), shall be paid  by
the  Participant to the Company within 30 days of written  notice
from  the  Company to the Participant that such payment  is  due.
The  Option  Gain  shall  be calculated  without  regard  to  any
subsequent market price decrease or increase.  This shall  be  in
addition  to any injunctive or other relief to which the  Company
may be entitled 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/her promises contained in this Section 10
may be impossible to ascertain  or prove with  certainty.  The
Participant agrees if the Participant  breaches any of his/her
promises  contained  in  this  Section  10, in addition to the
remedies provided under subsection (e), if applicable, and any
other legal  remedies which may be available, the Company, its
Subsidiaries or Affiliated  Entities  (as applicable) shall be
entitled to immediate injunctive relief from a court of competent
jurisdiction, pending arbitration under  Section 11 or otherwise,
to end such breach, without further proof of damage.

          (g)  Permitted Ownership.  Nothing in this Section 10
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 10 shall be determined to be in-
valid 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 10 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  enforceable  by an  arbitrator or a court having
jurisdiction over the matter; and  the  Participant  agrees that
this Section  10 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 sub-
sections (a) through (e) are reasonable.

          11.   ARBITRATION OF DISPUTES.    Any disputes,  claims
or  controversies  between the Participant and the  Company,  its
Subsidiaries  or Affiliated Entities which may arise  out  of  or
relate  to this Option Agreement shall be settled by arbitration.
This agreement to arbitrate shall survive the termination of this
Option  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 under Section 10(f) from a court
of  competent jurisdiction prohibiting any on-going  breaches  of
the Option 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/her own costs and attorneys' fees.

          12.   CHOICE  OF LAW.  This Option Agreement  shall  be
governed  by  and construed in accordance with the  laws  of  the
State of Texas, excluding any conflicts or choice of law rule  or
principle   that   might   otherwise   refer   construction    or
interpretation of the Option Agreement to the substantive law  of
another  jurisdiction, except as superseded by applicable federal
law and/or as provided in Section 11 hereof.

          IN   WITNESS  WHEREOF,  the  Company,  through  a  duly
authorized officer, and the Participant have executed this Option
Agreement as of the day and year first above written.

COMPANY:                      FLEMING    COMPANIES,   INC.,    an
                              Oklahoma corporation


                              By
                                  Scott M. Northcutt
                                  Executive Vice President  -  Human
                                  Resources


PARTICIPANT:

I acknowledge that I received this Option Agreement on [insert date of
receipt] and executed it on [insert date of execution].