SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 11-K

                 ANNUAL REPORT PURSUANT TO SECTION 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
    1934

For the fiscal year ended December 24, 2004

Or

[ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act
    of 1934

For the transition period from ____________ to ____________

Commission file number 001-08140

A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:

                             THE FLEMING 401(k) PLAN
                         5801 North Broadway, Suite 100
                          Oklahoma City, Oklahoma 73118

B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:

                             FLEMING COMPANIES, INC.
                         5801 North Broadway, Suite 100
                          Oklahoma City, Oklahoma 73118

<PAGE>
                    The Fleming 401(k) Plan (in liquidation)

                                TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm .....................3

Financial Statements

  Statements of Net Assets Available for Benefits, December 24, 2004
    and December 26, 2003 ...................................................4

  Statements of Changes in Net Assets Available for Benefits, Year Ended
    December 24, 2004 .......................................................5

  Notes to Financial Statements .............................................6

Supplemental Schedule

  Schedule of Assets Held for Investment Purposes, December 24, 2004 .......12

<PAGE>
             Report of Independent Registered Public Accounting Firm


Plan Sponsor and Trustee
The Fleming 401(k) Plan

We have audited the accompanying statements of net assets available for benefits
of The Fleming  401(k) Plan as of December 24, 2004 and  December 26, 2003,  and
the related  statement of changes in net assets  available  for benefits for the
year ended December 24, 2004. These financial  statements are the responsibility
of the Plan's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The Plan is not required to have,
nor were we engaged to perform an audit of its internal  control over  financial
reporting.  Our audits included consideration of internal control over financial
reporting as a basis for designing audit  procedures that are appropriate in the
circumstances,  but  not  for  the  purpose  of  expressing  an  opinion  on the
effectiveness  of  the  Plan's  internal   control  over  financial   reporting.
Accordingly,  we express no such opinion. An audit also includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

As discussed in Note A to the  financial  statements,  the Board of Directors of
Fleming Companies,  Inc., the Plan's sponsor, adopted resolutions on October 15,
2003 to terminate the Plan. In accordance with accounting  principles  generally
accepted  in the United  States of  America,  the Plan has  changed its basis of
accounting from the ongoing plan basis to the liquidation basis;  however,  such
change had no effect on the financial statements.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the net assets  available  for benefits of The Fleming
401(k) Plan as of December 24, 2004 and  December  26, 2003,  and the changes in
net assets  available  for  benefits  for the year ended  December  24,  2004 in
conformity with accounting principles generally accepted in the United States of
America.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedule of assets held
for investment  purposes is presented for the purpose of additional analysis and
is not a required part of the basic  financial  statements  but is  supplemental
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
Such supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial  statements and, in our opinion,  is fairly
stated in all material  respects in relation to the basic  financial  statements
taken as a whole.


GRANT THORNTON LLP

Oklahoma City, Oklahoma
June 30, 2005
<PAGE>

                    The Fleming 401(k) Plan (in liquidation)
<TABLE>
                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
                                                       December 24,  December 26,
                                                          2004          2003
                                                      ------------   ------------
<S>                                                   <C>            <C>
ASSETS
    Investments                                       $    386,640   $204,753,498

    Receivables
       Participant contributions                                 -            926
       Accrued interest, dividends and other                     -              5
                                                      ------------   ------------
                                                                              931

    Cash
                                                                 -          1,828
                                                      ------------   ------------

                  Total assets                             386,640    204,756,257

LIABILITIES
    Excess contribution payable                                  -        239,292
                                                      ------------   ------------


                  NET ASSETS AVAILABLE FOR BENEFITS   $    386,640   $204,516,965
                                                      ============   ============
</TABLE>

         The accompanying notes are an integral part of this statement.

<PAGE>

                    The Fleming 401(k) Plan (in liquidation)
<TABLE>
            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                          Year ended December 24, 2004
<S>                                                      <C>
Additions
    Participant contributions                            $      44,598
    Interest and dividend income                               302,234
    Net appreciation in fair value of investments            2,461,666
                                                         -------------
                                                             2,808,498
                                                         -------------
Deductions
    Benefits paid to participants                          162,181,403
    Administrative fees                                         46,861
                                                         -------------
                                                           162,228,264
                                                         -------------

                  Net decrease before transfers           (159,419,766)

Net transfers to other plans                                44,710,559
                                                         -------------

                  NET DECREASE                            (204,130,325)

Net assets available for benefits at beginning of year     204,516,965
                                                         -------------

Net assets available for benefits at end of year         $     386,640
                                                         =============
</TABLE>

         The accompanying notes are an integral part of this statement.


<PAGE>

                    The Fleming 401(k) Plan (in liquidation)

                          NOTES TO FINANCIAL STATEMENTS

                     December 24, 2004 and December 26, 2003


NOTE A - DESCRIPTION OF PLAN

     On October 15, 2003,  the Board of  Directors of the Plan Sponsor  (Fleming
     Companies,  Inc.) adopted  resolutions to terminate The Fleming 401(k) Plan
     (the "Plan") effective January 31, 2004 and, as a result,  all participants
     became  fully  vested in their  benefits  under the Plan as of January  31,
     2004.   In  October  2003,   participants   were  notified  of  the  Plan's
     termination.

     The following  description  of the Plan provides only general  information.
     Participants  should  refer  to  the  Plan  document  for a  more  complete
     description of the Plan's provisions.

     The Plan,  established  in 1980, and amended and restated at various times,
     is a defined  contribution  plan subject to the  provisions of the Employee
     Retirement Income Security Act of 1974, as amended ("ERISA").  The Plan was
     designed to provide  retirement  benefits to eligible  employees of Fleming
     Companies, Inc. and its subsidiaries (the "Company").

     The Plan provides for the  appointment of a committee  responsible for Plan
     administration.  Historically,  that committee was the Retirement Committee
     of  Fleming  Companies,  Inc.  However,  as  a  result  of  the  bankruptcy
     reorganization efforts and management departures,  the Retirement Committee
     has not met since December 18, 2002.  Subsequent to the bankruptcy  filing,
     all Plan amendments were approved by the Finance  Committee of the Board of
     Directors. See Note H.

     In January 2004, assets totaling  approximately $44.7 million,  relating to
     the employees of the convenience  distribution  business,  were transferred
     into a separate  401(k) plan  established  for the benefits of employees of
     the  convenience  distribution  business.  As  contemplated by and required
     under  the Plan of  Reorganization,  described  in Note H, the  convenience
     distribution business became part of the Reorganized Debtor, defined in the
     Plan of Reorganization, which continues as an ongoing business.

     Partial  Plan  terminations  occurred  during  2003  due to  the  Company's
     bankruptcy  restructuring  in 2003.  Participants  who were affected by the
     partial Plan terminations  became fully vested in Company  contributions in
     their account.

     Prior to January 31, 2004,  employees  were eligible to  participate in the
     Plan after achieving three months of service and attaining 21 years of age,
     or  participation in a prior plan.  Through January 31, 2004,  participants
     could have made deferrals of compensation  contributions in accordance with
     the provisions of Internal  Revenue Code (the "Code")  section 401(k) of at
     least 1%, but not more than 25%, of the participant's compensation, subject
     to certain  limitations.  Participant deferral accounts are 100% vested. No
     contributions were made by the Company for the 2004 Plan year. Prior to the
     termination  of the Plan, a  participant  was 100% vested in the  Company's
     contribution after three years of credited service.

     Due to the  Company's  bankruptcy  reorganization,  for  2004  and 2003 the
     Company eliminated its obligation to make Company matching and other annual
     contributions.

     Until all assets are distributed from the Plan,  separate  accounts will be
     maintained  for each  remaining  participant.  Accounts are  classified  as
     follows:

     o    Accounts  attributable to Company contributions and related investment
          earnings.
     o    Accounts  attributable to contributions by participants  under section
          401(k) of the Code and related investment earnings.
     o    Accounts attributable to contributions by participants on an after-tax
          basis and related investment earnings.

     Prior to January 31,  2004,  participants  or  beneficiaries,  with certain
     limitations,  could have borrowed  from their vested  accounts a minimum of
     $500 up to a maximum  of $50,000 or 50% of their  vested  account  balance,
     whichever  is less.  Each loan was  collateralized  by the  balance  in the
     borrower/participant's  accounts  and accrued  interest  at rates that,  at
     December 24, 2004,  were 5.75% and 6.5%,  and at December 26, 2003,  ranged
     from 5.0% to 11.5%.  Loans  mature at  various  dates;  however,  all loans
     become due and  payable  upon  distribution  of the  borrower/participant's
     accounts.

     Benefits of the Plan are payable upon  reaching  normal  retirement,  early
     retirement  or  termination  of  employment,  or in the  event  of death or
     disability.   Lump-sum  distributions  are  the  only  distribution  option
     available.

     Historically,  upon  termination  of a  participant's  employment  with the
     Company,  the nonvested portion of the Company  contribution was forfeited.
     Forfeitures  were used first to pay Plan expenses and then to reduce future
     Company contributions. At December 24, 2004, the forfeiture account balance
     totaled  approximately $39,000 which will be used to pay Plan expenses with
     any remaining balance paid to participants actively employed during 2004.

     Until an account is distributed, participants may direct the investments of
     their accounts into various investment funds.  Participants should refer to
     the  information  provided  by  Fidelity  Management  Trust  Company  for a
     complete description of the investment options.


NOTE B - SUMMARY OF ACCOUNTING POLICIES

     A  summary  of the  Plan's  significant  accounting  policies  consistently
     applied  in  the  preparation  of  the  accompanying  financial  statements
     follows.

     1.   Plan Year End

     The Plan's  fiscal  year ends on the Friday  before  the last  Saturday  in
     December.

     2.   Basis of Accounting

     The financial  statements  have been prepared  using the accrual  method of
     accounting.  As discussed in Note A, during 2003,  the Plan was  terminated
     and  currently  is in  the  process  of  liquidating.  In  accordance  with
     accounting  principles  generally accepted in the United States of America,
     the Plan has changed its basis of accounting from the ongoing plan basis to
     the liquidation basis.  Because plan assets and liabilities are very liquid
     and  short-term in nature and were carried at fair values,  changing to the
     liquidation basis had no effect on the realizability or carrying amounts of
     the assets and liabilities and had no effect on the financial statements.

     3.   Investments

     Mutual  funds  are  stated at net asset  value as  determined  based on the
     closing market prices of the underlying  investments  held.  Investments in
     shares of collective trust funds are valued at their estimated fair values,
     as  determined  in good faith by the trustee.  Corporate  common stocks are
     valued based upon quoted  market  prices.  Participant  loans are valued at
     cost which approximates fair value.

     Purchases  and sales of  securities  are  recorded  on a trade date  basis.
     Interest income is recorded on the accrual basis. Dividends are recorded on
     the ex-dividend date.

     Investment  securities,  in general,  are exposed to various risks, such as
     interest rate,  credit and overall market  volatility.  Due to the level of
     risk  associated  with  certain  investment  securities,  it is  reasonably
     possible that changes in the values of investment  securities will occur in
     the near term and that such  changes  could  materially  affect the amounts
     reported in the statements of net assets available for benefits.

     4.   Cash

     The Plan maintains its cash in accounts which may not be federally insured.
     The Plan has not experienced any losses in such accounts and believes it is
     not exposed to any significant credit risks on cash.

     5.   Administrative Fees

     Certain expenses incurred in connection with the general  administration of
     the Plan are paid by the Plan and are recorded as administrative fees.

     6.   Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions   that  affect  certain   reported   amounts  and  disclosures;
     accordingly, actual results could differ from those estimates.


NOTE C - INVESTMENTS

     The  Plan's  investments  are held by  Fidelity  Management  Trust  Company
     ("Fidelity").  The  following  is a  schedule  of  investments  by type at:

<TABLE>
<CAPTION>
                                                   December 24, 2004   December 26, 2003
                                                   -----------------   -----------------
<S>                                                <C>                  <C>
Mutual funds                                       $    357,640         $178,335,200
Collective trust funds                                    1,896           21,908,659
Corporate common stock - Fleming Companies, Inc.              -                  477
Participant loans                                        27,104            4,509,162
                                                   ------------         ------------

                                                   $    386,640         $204,753,498
                                                   ============         ============
</TABLE>


     The following  table presents the fair value of investments  that represent
     5% or more of the Plan's net assets available for benefits at:

<TABLE>
<CAPTION>
                                                             December 24, 2004                   December 26, 2003
                                                             -----------------                   -----------------
                                                         Number              Fair            Number             Fair
                                                        of shares            value          of shares           value
                                                        ---------            -----          ---------           -----
<S>                                                       <C>              <C>           <C>              <C>
     Fidelity Contrafund                                   1,027           $58,260          260,816       $12,871,283
     Fidelity Equity Income Fund                             721            38,034          290,568        14,455,767
     Fidelity Magellan Fund                                  448            46,473          434,161        42,434,890
     Fidelity Managed Income Portfolio                        <F1>              <F1>     21,908,659        21,908,659
     Fidelity Puritan Fund                                 1,776            33,669        1,116,362        20,619,201
     Fidelity Retirement Money Market Portfolio           71,568            71,568       21,385,189        21,385,189
     Pimco Total Return, Institutional Class               2,524            26,932        1,061,447        11,368,093
     Fidelity Diversified International Fund                  <F1>              <F1>        501,550        12,097,389
     Pimco RCM Large Cap Growth                            1,752            22,284        1,093,491        13,056,278
     Fidelity Low Priced Stock Fund                          569            22,919               <F1>              <F1>
     Participant Loans                                         -            27,014                -                <F1>
____________________
<FN>
<F1>
     Less than 5% in reported year.
</FN>
</TABLE>


NOTE C - INVESTMENTS - CONTINUED

     The following  table  presents the net  appreciation  (including  gains and
     losses on investments  bought and sold, as well as held during the year) by
     type of investment for the year ended December 24, 2004:

     Mutual funds                                         $2,452,035
     Corporate common stock - Fleming Companies, Inc.          9,631
                                                          ----------
                                                          $2,461,666
                                                          ==========


NOTE D - TAX STATUS

     The Internal  Revenue  Service has determined and informed the Company in a
     letter dated March 26, 2003 that the Plan,  as amended on November 2, 2001,
     meets the  requirements  of section  401(a) of the Code and that the Plan's
     related trust is tax-exempt under section 501(a) of the Code.

     However,  effective January 1, 2002, the Plan was amended and restated. The
     Company  has not yet  received a  determination  letter  from the  Internal
     Revenue  Service for the amended and restated  Plan.  The Company  believes
     that the Plan  currently  is designed and is being  operated in  compliance
     with the applicable  requirements of the Code. Therefore,  no provision for
     income taxes is included in the Plan's financial statements.


NOTE E - REFUNDS

     The Plan  approved  refunds of $239,292 of excess  contributions  to highly
     compensated members in 2003. Refunds were necessary in order to satisfy the
     actual  deferral   percentage   limitation  and  the  actual   contribution
     percentage  limitation under IRC section 401(m) for the year ended December
     26, 2003.  The Code requires  these refunds be made prior to the end of the
     following year.  These refunds were made within the first four months after
     December 26, 2003.  No refunds of excess  contributions  were  required for
     2004.


NOTE F - RELATED PARTY TRANSACTIONS

     Certain Plan  investments are managed by Fidelity.  Fidelity is the trustee
     as  defined  by the Plan and,  therefore,  these  transactions  qualify  as
     party-in-interest transactions.


NOTE G - REGULATORY MATTERS

     By  letter   dated  March  6,  2003,   the   Employee   Benefits   Security
     Administration  of the  United  States  Department  of  Labor  (the  "DOL")
     confirmed to the Company that it had initiated an  investigation of certain
     of the  retirement  plans  (including  the Plan)  sponsored  by the Company
     (collectively,  the "Retirement  Plans") pursuant to the authority provided
     by Section 504 of ERISA. The investigation  consisted of interviews and the
     review of records of the Retirement Plans.

     The Company has provided access to and copies of documents requested by the
     DOL. The Company has not  received  any formal  results or finding from the
     DOL with respect to its investigation.


NOTE H - PLAN SPONSOR BANKRUPTCY / SEC INVESTIGATION

     On April 1, 2003,  Fleming  Companies,  Inc. and certain of its  affiliates
     (collectively, the "Debtors") filed for relief under Chapter 11 of Title 11
     of the United  States  Code (the  "Bankruptcy  Code") in the United  States
     Bankruptcy Court for the District of Delaware (the "Bankruptcy  Court"). On
     July 27, 2004, the Bankruptcy Court entered an order confirming the Debtors
     and the Official Committee of Unsecured  Creditors Third Amended Joint Plan
     of Reorganization (the "Plan of  Reorganization").  Pursuant to the Plan of
     Reorganization,  among other things,  the Debtors' cases were substantively
     consolidated  and sponsorship of the Plan was transferred to and assumed by
     the Post Confirmation Trust created pursuant to the Plan of Reorganization.

     The Company  was the  subject of an  investigation  by the  Securities  and
     Exchange Commission (the "SEC") relating to certain accounting transactions
     and  practices  during  the years  2001 and 2002  which  may have  involved
     certain  members of management or employees  who had  significant  roles in
     internal controls of Fleming Companies, Inc. On September 14, 2004, the SEC
     announced the settlement of enforcement proceedings against the Company for
     securities  fraud and  other  violations  arising  from  material  earnings
     overstatements  during  late  2001 and the  first  half of 2002.  Under the
     settlement  of  the  enforcement  proceedings,  the  Company  consented  to
     administrative orders to cease and desist from such violations and no fines
     or other monetary penalties were assessed against the Company.


                    The Fleming 401(k) Plan (in liquidation)
<TABLE>
            SCHEDULE H, LINE 4i - ASSETS HELD FOR INVESTMENT PURPOSES

                                December 24, 2004
<CAPTION>
      Identity of issuer, borrower, lessor                          Current
or similar party; description of investment      Units      Cost     value
-------------------------------------------      -----      ----     -----
<S>                                              <C>        <C>    <C>
Fidelity investments*
    Puritan Fund                                 1,776       **    $  33,669
    Magellan Fund                                  448       **       46,473
    Contrafund                                   1,027       **       58,260
    Equity Income Fund                             721       **       38,034
    Low-Priced Stock Fund                          569       **       22,919
    Diversified International Fund                 529       **       15,150
    Freedom 2020 Fund                              183       **        2,553
    Retirement Money Market Portfolio           71,568       **       71,568
    Managed Income Portfolio                     1,896       **        1,896
    Spartan US Equity Index Fund                   426       **       18,256
                                                                   ---------
                  Total Fidelity investments                         308,778
Pimco High Yield Fund, Administrative Class         93       **          932
Pimco Total Return, Institutional Class          2,524       **       26,932
Pimco RCM Large Cap Growth                       1,752       **       22,284
Templeton Developing Markets, A                     38       **          700

Participant loans* (1)                                                27,014
                                                                   ---------

TOTAL                                                              $ 386,640
                                                                   =========
_______________

*Party in interest
**Cost omitted for participant-directed investments

(1)  Participant  loans,  at rates of 5.75% and 6.5% and maturity  dates in 2005
     and  2007,  become  due and  payable  upon  distribution  of the  borrower/
     participant's accounts. Distribution of all loans occurred in 2005.
</TABLE>
<PAGE>

                                   SIGNATURES

     THE FLEMING  401(k) PLAN.  Pursuant to the  requirements  of the Securities
Exchange Act of 1934, the trustees (or other persons who administer the employee
benefit  plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                        THE FLEMING 401(k) PLAN


Date:  July 7, 2005                     By:  STEVE S. EATON
                                             Steve S. Eaton, Designate of the
                                             Fleming Companies, Inc. Post
                                             Confirmation Trust