Exhibit 99.2



                     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 BUSINESS AS CONSIDERATION.
As  specific consideration to the Company for the Stock  Options,
the Participant agrees:

               (a)  Limitations on Competition.  Subject to  sub-
section (g), the Participant will not, without the Company's writ-
ten consent, directly or indirectly, be  a shareholder, principal,
agent,  partner,  officer,  director,  employee  or  consultant of
SUPERVALU, Inc., Nash Finch Company or any other direct competitor
of the Company, excluding national retail chains, or any of their
respective  subsidiaries, affiliates or successors (collectively,
the "Competitors").

               (b)  Confidential Information; No Disparaging State-
ments. 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,  a
Subsidiary  or  Affiliated  Entity, 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 an 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 Participant agrees  that he/she  will not, either directly or
in concert  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 which the Company, a Subsidiary or Affiliated
Entity  had  or  was  actively  soliciting before and/or on  his/her
date of termination/separation.

               (d)  Term of the  Participant's  Promises  under this
Section.  The Participant   agrees that except as otherwise provided
in subsection  (b),  his/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 Competi-
tion 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  is,  without  the  Company's  written
consent, directly or indirectly, a shareholder, principal, agent,
partner, officer, director, employee or consultant of any of  the
Competitors,   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 invalid
or  unenforceable,  by reason of  being vague or unreasonable as to
geographic area, duration or scope of activity or due to any  other
restriction  or  limitation,  this  Section 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 enforce-
able 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 subsections (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].