AMENDMENT NO. 1
                               TO 
                    FLEMING COMPANIES, INC.
                   1990 STOCK INCENTIVE PLAN
                                
                                
          WHEREAS, Fleming Companies, Inc. (the "Company")
presently has in existence the 1990 Stock Incentive Plan (the
"Plan"); and 

          WHEREAS, Section 9.1 of the Plan contains a definition of
the term "change of control"; and

          WHEREAS, the Company believes that Section 9.1 of the
Plan should be amended; and

          WHEREAS, the Board of Directors of the Company has
authorized and approved this Amendment No. 1 to the Plan at a
meeting held on August 18, 1998;

          NOW, THEREFORE, the Plan is hereby amended as follows:

          Section 9.1.  Section 9.1 of the Plan is
          hereby amended by deleting subsections 9.1(a),
          9.1(b), 9.1(c) and 9.1(d) in their entirety
          and replacing them with the following:

               (a)  The acquisition by any individual,
          entity or group (within the meaning of Section
          13(d)(3) or 14(d)(2) of the Securities Ex-
          change Act of 1934, as amended (the "Exchange
          Act")) (a "Person") of beneficial ownership
          (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of 20% or more (the
          "Triggering Percentage") of either (i) the
          then outstanding shares of common stock of the
          Company (the "Outstanding Company Common
          Stock") or (ii) the combined voting power of
          the then outstanding voting securities of the
          Company entitled to vote generally in the
          election of directors (the "Outstanding
          Company Voting Securities"); provided, how-
          ever, in the event the "Incumbent Board" (as
          such term is hereinafter defined) pursuant to
          authority granted in any rights agreement to
          which the Company is a party (the "Rights
          Agreement") lowers the acquisition threshold
          percentages set forth in such Rights Agree-
          ment, the Triggering Percentage shall be
          automatically reduced to equal the threshold
          percentages set pursuant to authority granted
          to the board in the Rights Agreement; and
          provided, further, however, that the following
          acquisitions shall not constitute a Change of
          Control:  (i) any acquisition directly from
          the Company, (ii) any acquisition by the
          Company, (iii) any acquisition by any employee
          benefit plan (or related trust) sponsored or
          maintained by the Company or any corporation
          controlled by the Company, or (iv) any acqui-
          sition by any corporation pursuant to a trans-
          action which complies with clauses (x), (y),
          and (z) of subsection (c) of this Section 9.1;
          or

               (b)  Individuals who, as of the date
          hereof, constitute the Board (the "Incumbent
          Board") cease for any reason to constitute at
          least a majority of the Board; provided,
          however, that any individual becoming a direc-
          tor subsequent to the date hereof whose elec-
          tion, appointment or nomination for election
          by the Company's shareholders, was approved by
          a vote of at least a majority of the directors
          then comprising the Incumbent Board shall be
          considered as though such individual were a
          member of the Incumbent Board, but excluding,
          for purposes of this definition, any such
          individual whose initial assumption of office
          occurs as a result of an actual or threatened
          election contest with respect to the election
          or removal of directors or other actual or
          threatened solicitation of proxies or consents
          by or on behalf of a Person other than the
          Board; or

               (c)  Approval by the shareholders of the
          Company of a reorganization, share exchange,
          merger or consolidation or acquisition of
          assets of another corporation (a "Business
          Combination"), in each case, unless, following
          such Business Combination, (x) all or substan-
          tially all of the individuals and entities who
          were the beneficial owners, respectively, of
          the Outstanding Company Common Stock and
          Outstanding Company Voting Securities immedi-
          ately prior to such Business Combination will
          beneficially own, directly or indirectly, more
          than 50% of, respectively, the then outstand-
          ing shares of common stock and the combined
          voting power of the then outstanding voting
          securities entitled to vote generally in the
          election of directors, as the case may be, of
          the corporation resulting from such Business
          Combination (including, without limitation, a
          corporation which as a result of such transac-
          tion will own the Company through one or more
          subsidiaries) in substantially the same pro-
          portions as their ownership, immediately prior
          to such Business Combination of the Outstand-
          ing Company Common Stock and Outstanding
          Company Voting Securities, as the case may be,
          (y) no Person (excluding any employee benefit
          plan (or related trust) of the Company or such
          corporation resulting from such Business
          Combination) will beneficially own, directly
          or indirectly, 20% or more of, respectively,
          the then outstanding shares of common stock of
          the corporation resulting from such Business
          Combination or the combined voting power of
          the then outstanding voting securities of such
          corporation except to the extent that such
          ownership existed prior to the Business Combi-
          nation, and (z) at least a majority of the
          members of the board of directors of the
          corporation resulting from such Business
          Combination will have been members of the
          Incumbent Board at the time of the execution
          of the initial agreement, or of the action of
          the Board, providing for such Business Combi-
          nation; or

               (d)  Approval by the shareholders of the
          Company of (x) a complete liquidation or
          dissolution of the Company or, (y) the sale or
          other disposition of all or substantially all
          of the assets of the Company, other than to a
          corporation, with respect to which following
          such sale or other disposition, (A) more than
          50% of, respectively, the then outstanding
          shares of common stock of such corporation and
          the combined voting power of the then out-
          standing voting securities of such corporation
          entitled to vote generally in the election of
          directors will be beneficially owned, directly
          or indirectly, by all or substantially all of
          the individuals and entities who were the
          beneficial owners, respectively, of the Out-
          standing Company Common Stock and Outstanding
          Company Voting Securities immediately prior to
          such sale or other disposition in substantial-
          ly the same proportion as their ownership,
          immediately prior to such sale or other dispo-
          sition, of the Outstanding Company Common
          Stock and Outstanding Company Voting Securi-
          ties, as the case may be, (B) less than 20%
          of, respectively, the then outstanding shares
          of common stock of such corporation and the
          combined voting power of the then outstanding
          voting securities of such corporation entitled
          to vote generally in the election of directors
          will be beneficially owned, directly or indi-
          rectly, by any Person (excluding any employee
          benefit plan (or related trust) of the Company
          or such corporation), except to the extent
          that such Person owned 20% or more of the
          Outstanding Company Common Stock or Outstand-
          ing Company Voting Securities prior to the
          sale or disposition, and (C) at least a major-
          ity of the members of the board of directors
          of such corporation will have been members of
          the Incumbent Board at the time of the execu-
          tion of the initial agreement, or of the
          action of the Board, providing for such sale
          or other disposition of assets of the Company.

          Except as provided in this Amendment No. 1, in all other
respects the Plan is hereby ratified and confirmed.  The effective
date of this Amendment No. 1 shall be August 18, 1998.