SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                               FORM 10-Q


(Mark One)

 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 3, 1998    

                                  OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                

Commission file number  1-8140  

                        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.)

   6301 Waterford Boulevard, Box 26647
         Oklahoma City, Oklahoma                            73126  
 (Address of principal executive offices)               (Zip Code)
    
                             (405) 840-7200      
         (Registrant's telephone number, including area code)

         (Former name, former address and former fiscal year,
                    if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was re-
quired to file such reports), and (2) has been subject to such filing require-
ments for the past 90 days.   Yes  X  No     

The number of shares outstanding of each of the issuer's classes of common 
stock, as of October 30, 1998 is as follows:

            Class                               Shares Outstanding
     Common stock, $2.50 par value                    38,254,000

<PAGE>

                                 INDEX
                                                              Page
                                                              Number
Part I.  FINANCIAL INFORMATION:

  Item 1. Financial Statements

            Consolidated Condensed Statements of Operations -
              12 Weeks Ended October 3, 1998,
              and October 4, 1997                             

            Consolidated Condensed Statements of Operations - 
              40 Weeks Ended October 3, 1998,
              and October 4, 1997

            Consolidated Condensed Balance Sheets -
              October 3, 1998, and December 27, 1997          

            Consolidated Condensed Statements of Cash Flows -
              40 Weeks Ended October 3, 1998,
              and October 4, 1997

            Notes to Consolidated Condensed Financial Statements     

  Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations

Part II. OTHER INFORMATION:

  Item 1. Legal Proceedings

  Item 5. Other Information

  Item 6. Exhibits and Reports on Form 8-K                    

Signatures
<PAGE>
          
              PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
Consolidated Condensed Statements of Operations
For the 12 weeks ended October 3, 1998, and October 4, 1997
(In thousands, except per share amounts)

<CAPTION>
------------------------------------------------------------------------------
                                                 1998            1997    
------------------------------------------------------------------------------
<S>                                          <C>             <C>
Net sales                                    $3,438,766      $3,453,261  

Costs and expenses:
  Cost of sales                               3,108,887       3,131,023  
  Selling and administrative                    297,019         272,826  
  Interest expense                               37,348          39,084  
  Interest income                                (8,559)        (11,116)
  Equity investment results                       2,669           3,710
  Litigation charge                               2,215               -     
------------------------------------------------------------------------------
    Total costs and expenses                  3,439,579       3,435,527  
------------------------------------------------------------------------------

Earnings (loss) before taxes                       (813)         17,734  
Taxes on income                                   1,512           8,214  
------------------------------------------------------------------------------ 

Earnings (loss) before extraordinary charge      (2,325)          9,520  
Extraordinary charge from early retirement
  of debt (net of taxes)                              -          13,330  
------------------------------------------------------------------------------ 

Net loss                                     $   (2,325)    $   (3,810)  
------------------------------------------------------------------------------

Earnings (loss) per share:
  Basic and diluted before extraordinary charge   $(.06)           $.25  
  Extraordinary charge                                -            $.35  
  Basic and diluted net loss                      $(.06)          $(.10)  
Dividends paid per share                           $.02            $.02  
Weighted average shares outstanding:
  Basic                                          38,039          37,804  
  Diluted                                        38,039          37,840  
------------------------------------------------------------------------------
</TABLE>
Fleming Companies, Inc.  See notes to consolidated condensed financial 
statements.
<PAGE>
                                                                      
<TABLE>
Consolidated Condensed Statements of Operations
For the 40 weeks ended October 3, 1998, and October 4, 1997
(In thousands, except per share amounts)
<CAPTION>
------------------------------------------------------------------------------
                                                 1998            1997    
------------------------------------------------------------------------------
<S>                                         <C>             <C>
Net sales                                   $11,511,835     $11,755,946  

Costs and expenses:
  Cost of sales                              10,385,064      10,670,361  
  Selling and administrative                    959,389         911,420  
  Interest expense                              124,411         124,129  
  Interest income                               (28,172)        (36,410)
  Equity investment results                       9,506          11,027
  Litigation charge                               7,385          19,218     
------------------------------------------------------------------------------
    Total costs and expenses                 11,457,583      11,699,745  
------------------------------------------------------------------------------

Earnings before taxes                            54,252          56,201  
Taxes on income                                  27,668          28,602  
------------------------------------------------------------------------------ 

Earnings before extraordinary charge              26,584         27,599  
Extraordinary charge from early retirement
  of debt (net of taxes)                              -          13,330  
------------------------------------------------------------------------------ 

Net earnings                                $    26,584     $    14,269  
------------------------------------------------------------------------------
                              
Earnings per share:
  Basic and diluted before extraordinary charge     $.70           $.73  
  Extraordinary charge                                -            $.35  
  Basic and diluted net earnings                    $.70           $.38  
Dividends paid per share                            $.06           $.06  
Weighted average shares outstanding:
    Basic                                         37,848         37,803  
    Diluted                                       38,058         37,825  
------------------------------------------------------------------------------
</TABLE>

Fleming Companies, Inc.  See notes to consolidated condensed financial 
statements.

<TABLE>
Consolidated Condensed Balance Sheets
(In thousands)

<CAPTION>
------------------------------------------------------------------------------
                                                  October 3,    December 27,
Assets                                               1998          1997    
------------------------------------------------------------------------------
<S>                                              <C>            <C>            
Current assets: 
  Cash and cash equivalents                      $   23,539     $   30,316  
  Receivables                                       421,074        334,278  
  Inventories                                     1,026,934      1,018,666  
  Other current assets                              113,104        111,730  
------------------------------------------------------------------------------
    Total current assets                          1,584,651      1,494,990  
Investments and notes receivable                    132,282        150,221  
Investment in direct financing leases               186,612        201,588  

Property and equipment                            1,652,084      1,598,786  
  Less accumulated depreciation 
    and amortization                               (723,254)      (648,943)
------------------------------------------------------------------------------
Net property and equipment                          928,830        949,843  
Other assets                                        239,167        164,295  
Goodwill                                            942,671        963,034  
------------------------------------------------------------------------------

Total assets                                     $4,014,213     $3,923,971  
------------------------------------------------------------------------------

Liabilities and Shareholders' Equity                                        
------------------------------------------------------------------------------

Current liabilities:
  Accounts payable                               $  910,847     $  831,339  
  Current maturities of long-term debt               41,346         47,608  
  Current obligations under capital leases           22,693         21,196  
  Other current liabilities                         255,311        254,454  
------------------------------------------------------------------------------
    Total current liabilities                     1,230,197      1,154,597  
Long-term debt                                    1,130,440      1,127,311  
Long-term obligations under 
  capital leases                                    363,576        367,068  
Deferred income taxes                                70,883         61,425  
Other liabilities                                    92,790        123,898  

Commitments and contingencies

Shareholders' equity: 
  Common stock, $2.50 par value per share            96,325         95,660  
  Capital in excess of par value                    509,322        504,451  
  Reinvested earnings                               561,099        536,792  
  Accumulated other comprehensive income:
    Cumulative currency translation adjustment            -         (4,922)
    Additional minimum pension liability            (37,715)       (37,715)
------------------------------------------------------------------------------  
      Accumulated other comprehensive income        (37,715)       (42,637)     
  Less ESOP note                                     (2,704)        (4,594)
------------------------------------------------------------------------------
    Total shareholders' equity                    1,126,327      1,089,672  
------------------------------------------------------------------------------

Total liabilities and shareholders' equity       $4,014,213     $3,923,971  
------------------------------------------------------------------------------
</TABLE>

Fleming Companies, Inc.  See notes to consolidated condensed financial 
statements.
<PAGE>

<TABLE>
Consolidated Condensed Statements of Cash Flows
For the 40 weeks ended October 3, 1998, and October 4, 1997
(In thousands)

<CAPTION>
------------------------------------------------------------------------------
                                                       1998           1997  
------------------------------------------------------------------------------
<S>                                                <C>            <C>  
Cash flows from operating activities:
  Net earnings                                     $ 26,584       $ 14,269  
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
    Depreciation and amortization                   140,735        139,738  
    Credit losses                                    11,969         14,840  
    Deferred income taxes                             9,507           (577) 
    Equity investment results                         9,506         11,027  
    Consolidation and restructuring reserve activity (4,662)        (1,987)
    Cost of early debt retirement                        -          22,227  
    Change in assets and liabilities, excluding
      effect of acquisitions:
      Receivables                                  (106,791)         1,036  
      Inventories                                    (6,595)        52,762  
      Accounts payable                               79,508       (133,626)
      Other assets and liabilities                  (28,868)       (32,197) 
    Other adjustments, net                           (3,926)        (5,480)
------------------------------------------------------------------------------
      Net cash provided by operating activities     126,967         82,032  
------------------------------------------------------------------------------

Cash flows from investing activities:
  Collections on notes receivable                    34,842         47,829  
  Notes receivable funded                           (21,236)       (29,725)
  Purchase of property and equipment               (146,275)       (82,348)
  Proceeds from sale of 
    property and equipment                           12,708         11,859  
  Investments in customers                           (1,007)        (1,963)
  Proceeds from sale of investment                    3,483          2,196  
  Businesses acquired                                (6,557)        (9,572) 
  Proceeds from sale of businesses                       -          13,093  
  Other investing activities                          5,818          6,255  
-----------------------------------------------------------------------------
    Net cash used in
      investing activities                         (118,224)       (42,376)
-----------------------------------------------------------------------------

Cash flows from financing activities:
  Proceeds from long-term borrowings                 50,000        869,638  
  Principal payments on long-term debt              (53,133)      (927,616)
  Principal payments on capital 
    lease obligations                               (14,620)       (15,362)
  Sale of common stock under incentive
    stock and stock ownership plans                   4,997            491  
  Dividends paid                                     (2,296)        (2,260)
  Other financing activities                           (468)        (1,195)
-----------------------------------------------------------------------------
    Net cash used in  
      financing activities                          (15,520)       (76,304) 
-----------------------------------------------------------------------------

Net decrease in cash 
  and cash equivalents                               (6,777)       (36,648) 
Cash and cash equivalents, 
  beginning of period                                30,316         63,667  
-----------------------------------------------------------------------------

Cash and cash equivalents, end of period           $ 23,539       $ 27,019  
-----------------------------------------------------------------------------

Supplemental information:
  Cash paid for interest                           $115,146       $119,529  
  Cash paid for taxes                               $12,026        $33,361  
-----------------------------------------------------------------------------
</TABLE>

Fleming Companies, Inc.  See notes to consolidated condensed financial 
statements.
<PAGE>
   
   
   Notes to Consolidated Condensed Financial Statements
   
1. The consolidated condensed balance sheet as of October 3, 1998, and the
consolidated condensed statements of operations and cash flows for the 12-week
and 40-week periods ended October 3, 1998, and for the 12-week and 40-week
periods ended October 4, 1997, have been prepared by the company, without
audit. In the opinion of management, all adjustments necessary to present
fairly the company's financial position at October 3, 1998, and the results of
operations and cash flows for the periods presented have been made.  All such
adjustments are of a normal, recurring nature except as disclosed.  Both basic
and diluted earnings or loss per share are computed based on net earnings or
loss divided by weighted average shares as appropriate for each calculation.  

The preparation of the consolidated condensed financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from those
estimates.

2. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  These consolidated condensed
financial statements should be read in conjunction with the consolidated
financial statements and related notes included in the company's 1997 annual
report on Form 10-K.

3. The LIFO method of inventory valuation is used for determining the cost of
most grocery and certain perishable inventories.  The excess of current cost
of LIFO inventories over their stated value was $41 million at October 3,
1998, and $36 million at December 27, 1997.

4. Sales and operating earnings for the company's food distribution and retail
food segments are presented below.  

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
                                        For  the  12  weeks  ended
                                           Oct. 3,      Oct. 4,
      ($ in millions)                       1998         1997
------------------------------------------------------------------------------
<S>                                     <C>           <C>
     Sales: 
       Food distribution                 $3,126            $3,129  
       Intersegment elimination            (495)             (451) 
------------------------------------------------------------------------------
       Net food distribution              2,631             2,678  
       Retail food                          808               775  
------------------------------------------------------------------------------

     Total sales                         $3,439            $3,453  
------------------------------------------------------------------------------

     Operating earnings:
       Food distribution                    $50               $64  
       Retail food                           11                11  
       Corporate                            (29)              (26)
------------------------------------------------------------------------------
     Total operating earnings                32                49  
     Interest expense                       (37)              (39) 
     Interest income                          9                12  
     Equity investment results               (3)               (4) 
     Litigation charge                       (2)                -  
------------------------------------------------------------------------------

     Earnings (loss) before taxes           $(1)              $18  
------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
                                       For  the  40  weeks  ended
                                            Oct. 3,       Oct. 4,
      ($ in millions)                         1998         1997
------------------------------------------------------------------------------
<S>                                         <C>           <C>
     Sales: 
       Food distribution                    $10,361       $10,594     
       Intersegment elimination              (1,556)       (1,467) 
------------------------------------------------------------------------------
       Net food distribution                  8,805         9,127  
       Retail food                            2,707         2,629  
------------------------------------------------------------------------------

     Total sales                            $11,512       $11,756   
------------------------------------------------------------------------------

     Operating earnings:
       Food distribution                       $204          $215  
       Retail food                               51            60  
       Corporate                                (88)         (101)
------------------------------------------------------------------------------
     Total operating earnings                   167           174  
     Interest expense                          (124)         (124) 
     Interest income                             28            36  
     Equity investment results                  (10)          (11) 
     Litigation charge                           (7)          (19) 
------------------------------------------------------------------------------

     Earnings before taxes                     $ 54          $ 56  
------------------------------------------------------------------------------
</TABLE>

General corporate expenses are not allocated to food distribution and retail
food segments.  The transfer pricing between segments is at cost.  Operating
earnings for 1997 have been restated due to adopting SFAS No. 131 -
Disclosures about Segments of an Enterprise and Related Information.

5. The company's comprehensive loss totaled $2.3 million and $3.8 million for
the 12 weeks ended October 3, 1998 and October 4, 1997, respectively.
Comprehensive income totaled $31.5 million and $14.3 million for the 40 weeks
ended October 3, 1998 and October 4, 1997, respectively.  Comprehensive income
or loss was comprised of reported net income or loss and changes in foreign
currency translation adjustments.    

6. In accordance with applicable accounting standards, the company records a
charge reflecting contingent liabilities (including those associated with
litigation matters) when management determines that a material loss is
"probable" and either "quantifiable" or "reasonably estimable."  Additionally,
the company discloses material loss contingencies when the likelihood of a
material loss is deemed to be greater than "remote" but less than "probable."
Set forth below is information regarding certain material loss contingencies:

David's.
The company was sued by David's Supermarkets, Inc. ("David's") in 1993 for
allegedly overcharging for products.  In April 1996, judgment of $211 million
was entered against the company; during the second quarter of 1996, the
judgment was vacated and a new trial was granted.  Although the company denied
the allegations, in order to eliminate the uncertainty and expense of
protracted litigation the company paid $19.9 million to the plaintiff in
April 1997 in exchange for dismissal, with prejudice, of all plaintiff's
claims against the company.  This settlement resulted in a charge to first
quarter 1997 earnings of $19.2 million ($9 million after-tax or $.24 per
share).

Furr's.
Furr's Supermarkets, Inc. ("Furr's"), which purchased approximately
$500 million of products from the company in 1997 under a supply contract
originally set to expire in 2001, filed suit against the company in February
1997 claiming it was overcharged for products.  Fleming denied Furr's
allegations.

In October 1997, Fleming and Furr's reached an agreement dismissing all
litigation between the parties.  Pursuant to the settlement agreement, Furr's
purchased Fleming's El Paso product supply center, together with related
inventory and equipment, in October 1998.  Additionally as part of the
settlement agreement, Fleming paid Furr's $800,000 per month as a refund of
fees and charges until the sale of the product supply center closed and the
supply contract was terminated.

During the third quarter of 1998, Fleming recorded a charge of $2 million ($1
million after-tax or $.03 per share) relating to this matter; year to date,
Fleming recorded charges of $7 million ($4 million after tax and $.10 per
share).  Fleming does not expect to incur any additional impairment.

Randall's.
In July 1997, Randall's Food Markets, Inc. ("Randall's") initiated arbitration
proceedings against Fleming claiming it had been overcharged for products.  In
1997, Randall's purchased approximately $490 million of products from Fleming
under an eight-year supply contract entered into in 1993.

In July 1998, the arbitration panel resolved the dispute, denied Randall's
claim for significant damages and terminated the supply contract between
Fleming and Randall's.  The company continues to supply Randall's pursuant to
an agreement which will permit Randall's to complete its self-distribution
plan by August of 1999.  Although there is no expected impairment adjustment,
downsizing costs are expected but cannot yet be quantified.

Class Action Suits.
In 1996, the company and certain of its present and former officers and
directors were named as defendants in nine purported class action suits filed
by certain stockholders and one purported class action suit filed by a
noteholder.  In April 1997, the court consolidated the stockholder cases as
City of Philadelphia, et al. v. Fleming Companies, Inc., et al.; the
noteholder case was also consolidated, but only for pre-trial purposes. 
During the first quarter of 1998, the noteholder case was dismissed, without
prejudice, for failure to state a cause of action.  The plaintiff has asked
the court to reconsider the matter.

The complaint filed in the consolidated cases asserts liability for the
company's alleged failure to properly account for and disclose the contingent
liability created by the David's litigation and by the company's alleged
"deceptive business practices." The plaintiffs claim that these alleged
failures and practices led to the David's litigation and to other material
contingent liabilities, caused the company to change its manner of doing
business at great cost and loss of profit, and materially inflated the trading
price of the company's common stock.  The company denies each of these
allegations.

The plaintiffs seek undetermined but significant damages.  Management is
unable to predict the ultimate outcome of this litigation.  However, if the
district court ruling described below is upheld, Fleming believes the
litigation will not have a material adverse effect on the company.

In November 1997, the company won a declaratory judgment in the U.S. District
Court for the Western District of Oklahoma against certain of its insurance
carriers regarding directors and officers insurance policies ("D&O policies")
issued to Fleming for the benefit of its officers and directors.  On motion
for summary judgment, the court ruled that the company's exposure, if any,
under the class action suits is covered by certain D&O policies written by the
insurance carriers (aggregating $60 million) and that the "larger settlement
rule" will be applicable to the case.  According to the trial court, under the
larger settlement rule a D&O insurer is liable for the entire amount of
coverage available under a policy even if there is some overlap in the
liability created by the insured individuals and the uninsured corporation. 
If a corporation's liability is increased by uninsured parties beyond that of
the insured individuals, then that portion of the liability is the sole
obligation of the corporation.  The court also held that allocation is not
available to the insurance carriers as an affirmative defense.  The insurance
carriers have appealed.

Century.
Century Shopping Center Fund I ("Century Fund I"), which managed the Howell
Plaza Shopping Center, commenced an action in November 1988 in the Milwaukee
County Circuit Court, State of Wisconsin against a former subsidiary of the
company which had operated a supermarket at Howell Plaza.  In June 1993, three
former tenants of the Howell Plaza Shopping Center filed another case in the
same court and in September 1993, the trustee in bankruptcy for Howell Plaza,
Inc. (the predecessor to Century Fund I and its successor as the subsidiary's
landlord) filed a third case.  The allegations of these cases were very
similar to the allegations made in the Century Fund I case and the cases were
ultimately consolidated.

In November 1993, an amended complaint was filed alleging breach of contract,
tortious interference with contract, tortious interference to business,
defamation, attempted monopolization, conspiracy to monopolize, conspiracy to
restrain trade and monopolization.  Plaintiffs alleged that a company operated
store was wrongfully closed at Howell Plaza and reopened at a nearby competing
shopping center.  In March 1997, plaintiffs supplied the company with an
analysis of damages alleging actual damages, after trebling but excluding any
punitive damages, of approximately $18 million.  In July 1997, the trial court
granted plaintiffs' motion for summary judgment with respect to their breach
of contract claim against Fleming (as to liability only, not as to damages).

In October 1998, the case was settled and the court entered a judgemnt
ordering Fleming's insurance company to pay the full amount of the settlement.
The company does not believe the matter will have a material adverse effect on
the company.

Tru Discount Foods.
Fleming brought suit on a note and an open account against its former
customer, Tru Discount Foods.  The case was referred to arbitration but later
the court vacated its referral and restored the case to its docket.  This
action was appealed by Fleming.  In December 1997, the defendant amended its
counter claim against the company alleging fraud, overcharges for products and
violations of the Oklahoma Deceptive Trade Practices Act.  Although Tru
Discount Foods has not quantified damages, it has made demand in the amount of
$8 million.  In October 1998, the appellate court reversed the trial court's
vacation order and directed that the matter be sent again to arbitration. 
Management is unable to predict the ultimate outcome of this matter.  However,
an unfavorable outcome could have a material adverse effect on the company.

Don's United Super (and related cases).
On March 18, 1998 the company and two retired executives were named in a suit
filed in the United States District Court for the Western District of Missouri
by approximately 20 current and former customers of the company (Don's United
Super, et al. v. Fleming, et al.).  Plaintiffs operate retail grocery stores
in the St. Joseph and Kansas City metropolitan areas.  Six plaintiffs who were
parties to supply contracts containing arbitration clauses were subsequently
permitted to withdraw from the case.

Previously, two cases had been filed in the same court (R&D Foods, Inc. et al.
v. Fleming, et al. and Robandee United Super, Inc. et al. v. Fleming, et al.)
by 10 customers, some of whom are plaintiffs in the Don's case.  The earlier
two cases, which principally seek an accounting of the company's expenditure
of certain joint advertising funds, have been consolidated. All causes of
action in these cases have been stayed pending the arbitration of the causes
of action relating to supply contracts containing arbitration clauses.

The Don's suit alleges product overcharges, breach of contract,
misrepresentation, fraud, and RICO violations and seeks recovery of actual,
punitive and treble damages and a declaration that certain contracts are
voidable at the option of the plaintiffs.  Damages have not been quantified. 
However, the time period during which the alleged overcharges took place
exceeds 25 years with respect to some plaintiffs, and the company anticipates
that the plaintiffs will allege substantial monetary damages.

In October 1998, a group of 14 retailers (ten of whom had been or are
currently plaintiffs in the Don's case and/or Robandee case whose claims were
sent to arbitration or stayed pending arbitration) filed a new action against
the company and two former officers, one of whom was a director, in the
Western District of Missouri (Coddington Enterprises, Inc. et al. v. Dean
Werries, et al.).  The plaintiffs assert claims virtually identical to those
set forth in the Don's complaint, but have not quantified damages.

The company intends to vigorously defend its interests in these related cases.
Although management is currently unable to predict the ultimate outcome of
this litigation, based upon the plaintiffs' allegations, an unfavorable
outcome could have a material adverse effect on the company.

Storehouse Markets.
In October 1998, the company and one of its associates were named in a suit
filed in the United States District for the District of Utah by three current
and former customers of the company (Storehouse Markets, Inc., et al. v.
Fleming Companies, Inc., et al.).  The plaintiffs' allege product overcharges,
fraudulent misrepresentation, fraudulent nondisclosure and concealment, breach
of contract, breach of duty of good faith and fair dealing and RICO violations
and seek recovery of actual, punitive and treble damages and class action
status.  Damages have not been quantified.  However, the company anticipates
that the plaintiffs will seek substantial monetary damages.  The company
intends to vigorously defend its interests in this case but is currently 
unable to predict the ultimate outcome.  Based upon the plaintiffs'
allegations, an unfavorable outcome could have a material adverse effect on
the company.

Y2K.
The company utilizes numerous computer systems which were developed employing
six digit date structures (i.e., two digits each for the month, day and year).
Where date logic requires the year 2000 or beyond, such date structures may
produce inaccurate results.  Management has implemented a program to comply
with year-2000 requirements on a system-by-system basis.  Fleming's plan
includes extensive systems testing and is expected to be substantially
completed by mid-1999.  Code for the company's largest and most compre-
hensive system, FOODS, has been completely remediated and bench
tested and is being reinstalled throughout the company for final testing. 
Although the company is developing greater levels of confidence regarding its
internal systems, ultimate success must still be verified through extensive
testing.  Failure to ensure that the company's computer systems are year-2000
compliant could have a material adverse effect on the company's operations.

Program costs to comply with year-2000 requirements are being expensed as
incurred.  Total third party expenditures in 1997 through completion in 1999
are not expected to exceed $10 million, none of which is incremental.  Through
the end of the third quarter of 1998, these third party expenditures totaled
over $5 million.

Other.
The company's facilities and operations are subject to various laws,
regulations and judicial and administrative orders concerning protection of
the environment and human health, including provisions regarding the
transportation, storage, distribution, disposal or discharge of certain
materials.  In conformity with these provisions, the company has a
comprehensive program for testing, removal, replacement or repair of its
underground fuel storage tanks and for site remediation where necessary.  The
company has established reserves that it believes will be sufficient to
satisfy the anticipated costs of all known remediation requirements.

The company and others have been designated by the U.S. Environmental
Protection Agency ("EPA") and by similar state agencies as potentially
responsible parties under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") or similar state laws, as
applicable, with respect to EPA-designated Superfund sites.  While liability
under CERCLA for remediation at such sites is generally joint and several with
other responsible parties, the company believes that, to the extent it is
ultimately determined to be liable for the expense of remediation at any site,
such liability will not result in a material adverse effect on its
consolidated financial position or results of operations.  The company is
committed to maintaining the environment and protecting natural resources and
human health and to achieving full compliance with all applicable laws,
regulations and orders.

The company is a party to various other litigation and contingent loss
situations arising in the ordinary course of its business including: disputes
with customers and former customers; disputes with owners and former owners of
financially troubled or failed customers; disputes with employees and former
employees regarding labor conditions, wages, workers' compensation matters and
alleged discriminatory practices; disputes with insurance carriers; tax
assessments and other matters, some of which are for substantial amounts. 
However, the company does not believe any such action will result in a
material adverse effect on the company.

7. Certain indebtedness is guaranteed by all direct and indirect subsidiaries
of the company (except for certain inconsequential subsidiaries), all of which
are wholly owned.  The guarantees are joint and several, full, complete and
unconditional.  There are no restrictions on the ability of the subsidiary
guarantors to transfer funds to the company in the form of cash dividends,
loans or advances.  Full financial statements for the subsidiary guarantors
are not presented herein because management does not believe such information
would be material.

The following summarized financial information, which includes allocations of
material corporate-related expenses, for the combined subsidiary guarantors
may not necessarily be indicative of the results of operations or financial
position had the subsidiary guarantors been operated as independent entities.
    
<TABLE>
<CAPTION>
                                        Oct. 3,          Oct. 4,
           (In millions)                 1998             1997
           -----------------------------------------------------
           <S>                        <C>              <C>
           Current assets               $34              $23             
           Noncurrent assets            $70              $53
           Current liabilities          $12              $16
           Noncurrent liabilities       $ 7              $ 7

                                          40 weeks ended
                                      Oct. 3,          Oct. 4,
          (In millions)                1998             1997                 
          -----------------------------------------------------
           
          Net sales                    $269             $256
          Costs and expenses           $277             $256              
          Net earnings (loss)          $ (4)               -
          </TABLE>

8. The accompanying operating statements include the following:                 

<TABLE>
<CAPTION>
                                              12 weeks
                                              --------
          (In thousands)                1998           1997 
          ------------------------------------------------------
         <S>                      <C>              <C> 
         Depreciation and 
            amortization (includes
            amortized costs in
            interest expense)      $42,509          $41,113                    
         Amortized costs in
            interest expense        $1,083           $1,668                    

                                              40 weeks
                                              --------
          (In thousands)                1998           1997        
         --------------------------------------------------------
         Depreciation and 
            amortization (includes
            amortized costs in
            interest expense)     $140,735         $139,738            
         Amortized costs in
            interest expense        $4,058           $7,165                     
</TABLE>


Item 2. Management's Discussion and Analysis of Financial Condition And
Results of Operations

Results of Operations

Management believes that the company's ultimate success will depend on its
ability to expand profitable operations while continuing to cut costs. The
company has revised its marketing plans and is taking other steps to reverse
sales declines.  These initiatives include increased marketing emphasis and
expanded offerings of Fleming Retail Services, streamlining and expanding
Fleming Brands, developing and marketing additional foodservice products and
growing retail food operations through remodels, new store development and
selective acquisitions. While the company believes considerable progress has
been made to date, no assurance can be given that the company will be
successful in continuing to cut costs, in reversing sales declines or in
increasing higher margin activities. 

Set forth in the following table is information for the 12-weeks ended October
3, 1998 and October 4, 1997 and the 40-weeks ended October 3, 1998 and October
4, 1997 regarding components of the company's earnings expressed as a
percentage of net sales.                                          

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
                                                      October 3,   October 4,
For the 12-weeks ended                                    1998         1997  
------------------------------------------------------------------------------
<S>                                                   <C>          <C>

Net sales                                             100.00 %     100.00 %
      
Gross margin                                            9.59         9.33
Less:
Selling and administrative                              8.64         7.90
Interest expense                                        1.09         1.13
Interest income                                         (.25)        (.32)
Equity investment results                                .08          .11
Litigation charge                                        .06            -
-----------------------------------------------------------------------------
Total expenses                                          9.62         8.82 
-----------------------------------------------------------------------------

Earnings (loss) before taxes                            (.03)         .51
Taxes on income                                          .04          .23 
-----------------------------------------------------------------------------

Earnings (loss) before extraordinary charge             (.07)         .28
Extraordinary charge from early retirement
  of debt (net of taxes)                                  -           .39  
-----------------------------------------------------------------------------
Net loss                                                (.07)%       (.11)%
-----------------------------------------------------------------------------

                                                      October 3,   October 4,
For the 40-weeks ended                                    1998         1997  
-----------------------------------------------------------------------------

Net sales                                             100.00 %     100.00 %

Gross margin                                            9.79         9.23
Less:
Selling and administrative                              8.34         7.76
Interest expense                                        1.08         1.06
Interest income                                         (.24)        (.31)
Equity investment results                                .08          .09
Litigation charge                                        .06          .16 
-----------------------------------------------------------------------------

Total expenses                                          9.32         8.76 
-----------------------------------------------------------------------------

Earnings before taxes                                    .47          .47
Taxes on income                                          .24          .24 
-----------------------------------------------------------------------------

Earnings before extraordinary charge                     .23          .23
Extraordinary charge from early retirement
  of debt (net of taxes)                                  -           .11  
-----------------------------------------------------------------------------

Net earnings                                             .23 %        .12 %
-----------------------------------------------------------------------------
</TABLE>

Net sales. 
Sales for the third quarter (12 weeks) of 1998 decreased by $14 million, or
 .4%, to $3.4 billion from the same period in 1997.  Year to date, sales
decreased by $244 million, or 2.1%, to $11.5 billion from the same period in
1997.  Several factors, none of which are individually material, adversely
affected net sales including: lower sales to continuing customers due to
competitive pressures, lower sales at certain company-owned retail stores and
the closing or sale of certain other company-owned retail stores, offset in
part by new business added primarily in the second quarter.  Although the
company expects to continue to add new business, the loss of sales for the
near term from Furr's (in the fourth quarter of 1998) and Randall's (by August
of 1999) move to self-distribution will result in sales comparisons to prior
periods being negative for some time.

Retail sales generated by the same stores for the third quarter and year-to-
date periods in 1998 compared to the same periods in 1997 decreased 2.1% and
3.9%, respectively.  The decrease was attributable, in part, to new stores
opened by competitors in some markets and aggressive marketing initiatives by
certain competitors.  Although the same store comparison is a negative 2.1% in
the third quarter of 1998, it is an improvement from the negative 5.2%
reported in the third quarter of 1997.
 
Fleming measures inflation using data derived from the average cost of a ton
of product sold by the company.  Food price inflation year-to-date was 1.8%
compared to 1.4% for the same period in 1997.

Gross margin. 
Gross margin for the third quarter of 1998 increased by $8 million, or 2%, to
$330 million from $322 million for the same period in 1997, and also increased
as a percentage of net sales to 9.59% from 9.33% for the same period in 1997.
Year to date, gross margin increased by $41 million, or 4%, to $1.13 billion
from $1.09 billion for the same period in 1997, and also increased as a
percentage of net sales to 9.79% from 9.23% for the same period in 1997.  The
increase was due, in part, to an overall increase in the retail food segment,
which has the better margins of the two segments, and the unfavorable impact
of gains from dispositions that occurred in 1997, but not in 1998.  Year to
date, gross margin also reflects favorable adjustments for closed stores due
to better-than-expected lease buyouts. In addition, product handling expenses,
consisting of warehouse, transportation and building expenses, were lower as a
percentage of net sales in 1998 compared to 1997, reflecting productivity
improvements.

Selling and administrative expenses.  
Selling and administrative expenses for the third quarter of 1998 increased by
$24 million, or 9%, to $297 million from $273 million for the same period in
1997 and increased as a percentage of net sales to 8.64% for 1998 from 7.90%
in 1997.  Year to date, selling and administrative expenses increased by $48
million, or 5%, to $959 million from $911 million in 1997 and increased as a
percentage of net sales to 8.34% for 1998 from 7.76% in 1997.  The increase
was partly due to increased operating expense in the retail food segment.
Selling expense was higher than the previous year as the company continues to
work at reversing recent sales declines.  Other non-recurring costs reflected
in the third quarter of 1998 were severance expense related to executive
retirements and impairment costs related to the sale of the Portland division.
A charge for $4 million related to the sale of the El Paso warehouse to Furr's
was recorded in the first quarter of 1998.  The sale closed on October 19,
1998 and the final accounting will be reflected in the fourth quarter.  A $3.7
million facility consolidation reversal was also recorded during the first
quarter. 

As more fully described in the 1997 Annual Report on Form 10-K, the company
has a significant amount of credit extended to its customers through various
methods.  These methods include customary and extended credit terms for
inventory purchases and equity investments in and secured and unsecured loans
to certain customers. Secured loans generally have terms up to ten years.

Credit loss expense is included in selling and administrative expenses and was
$4 million for the third quarter of 1998 which was unchanged from the
comparable period in 1997.  Year to date, credit loss expense was $12 million
in 1998 compared to $15 million in 1997.  Credit loss expense has consistently
improved over the last few years due to tighter credit practices and reduced
emphasis on credit extensions to and investments in customers.  Although the
company plans to continue these ongoing credit practices, it is not expected
that the credit loss expense will remain at current low levels.

Interest expense. 
Interest expense was $37 million for the third quarter of 1998 compared to $39
million in the same period in 1997.  Year-to-date interest expense of $124
million was unchanged from the same period in 1997. Interest expense was lower
for the quarter due to lower average interest rates.  Year-to-date interest
expense included a reduction of interest accruals relating to the favorable
settlement of tax assessments.  Without this reduction, interest expense would
have been $2 million higher due primarily to higher average balances. 

The company's derivative agreements have consisted of simple "floating-to-
fixed rate" interest rate caps and swaps.  For the third quarter of 1998,
interest rate hedge agreements contributed $0.8 million of net interest
expense compared to $1.4 million in the same period of 1997.  Year to date,
interest rate hedge agreements contributed $3.2 million of net interest
expense compared to $5.9 million of net interest expense in 1997.  In 1998,
hedge agreements covered a lower amount of floating rate debt versus 1997.

Interest income. 
Interest income for the third quarter of 1998 decreased by approximately $2
million to $9 million from $11 million for the same period in 1997.  Year to
date, interest income decreased by $8 million to $28 million from $36 million
in 1997.  The decrease is partly due to the sale of notes receivable in the
fourth quarter of 1997 when the company sold $29 million of notes receivable
with limited recourse and a reduced amount of notes receivable funded.  The
decrease is also due to a lower balance of investments in direct financing
leases.  These items reduced the amount available to produce interest income.  

Equity investment results. 
The company's portion of operating losses from equity investments for the
third quarter of 1998 decreased by $1 million to $3 million from $4 million in
1997.  Year to date, operating losses from equity investments decreased by
approximately $1 million to $10 million from $11 million in 1997.  The
reduction in losses is due to improved results of operations in certain of the
underlying investments.

Litigation charge.  
In October 1997, the company began paying Furr's $800,000 per month as part of
a settlement agreement.  In 1998, the $2 million charge in the third quarter
and the $7 million charge year-to-date represent this payment.  The payments
ceased upon the closing of the sale of the El Paso product supply center to
Furr's on October 19, 1998.  In the first quarter of 1997, the company
expensed $19.2 million in settlement of the David's litigation. See Note 6 in
the notes to the consolidated condensed financial statements.

Taxes on income.  
The effective tax rate for 1998 is presently estimated at 51.0% which was used
to calculate the 1998 year-to-date income tax amount.  The effective tax rate
was estimated at 47.5% at the end of the second quarter.  The tax expense in
the third quarter of 1998 includes additional expense to adjust for the first
and second quarter's lower rate.  The increase in the estimated year-to-date
rates from 47.5% to 51.0% was due to lower earnings expectations in 1998 with
basically no change in nondeductible dollar amounts.  The year-to-date tax
rate used for 1997 was 58.0%.  Like the 1998 third quarter, the third quarter
of 1997 included adjustments for the first two quarters of 1997 to get to the
year-to-date rate of 58.0%. The tax rate was estimated at 53.0% at the end of
the second quarter of 1997.  The lower rates in 1998 compared to 1997 were
primarily due to the favorable settlement of a tax assessment in the second
quarter and anticipated higher earnings in 1998 compared to 1997 with
basically no change in nondeductible dollar amounts.  The presentation of the
tax in 1997 is split by reflecting a tax benefit at the statutory rate of 40%
for the extraordinary charge and reflecting the balance of the tax amount on
the taxes on income line. 

Litigation and contingencies.
From time to time the company faces litigation or other contingent loss
situations resulting from owning and operating its assets, conducting its
business or complying (or allegedly failing to comply) with federal, state and
local laws, rules and regulations which may subject the company to material
contingent liabilities.  In accordance with applicable accounting standards,
the company records as a liability amounts reflecting such exposure when a
material loss is deemed by management to be both "probable" and "quantifiable"
or "reasonably estimable."  Furthermore, the company discloses material loss
contingencies in the notes to its financial statements when the likelihood of
a material loss has been determined to be greater than "remote" but less than
"probable."  Such contingent matters are discussed in Note 6 in the notes to
the consolidated condensed financial statements.  An adverse outcome
experienced in one or more of such matters, or an increase in the likelihood
of such an outcome, could have a material adverse effect on the company.  Also
see "Legal Proceedings."

Fleming has numerous computer systems which were developed employing six digit
date structures (i.e., two digits each for month, day and year).  Where date
logic requires the year 2000 or beyond, such date structures may produce
inaccurate results.  Management has implemented a program to comply with year-
2000 requirements on a system-by-system basis including both information
technology (IT) and non-IT systems, e.g., microcontrollers.  Fleming's plan
includes extensive systems testing and is expected to be substantially
completed by mid-1999.  Code for the company's largest and most comprehensive
system, FOODS, has been completely remediated and bench tested and is being
reinstalled throughout the company for final testing.  Although the company
believes contingency plans will not be necessary based on progress to date,
contingency plans have been developed for each critical system.  The content
of the contingency plans varies depending on the system and the assessed
probability of failure and such plans are modified periodically based on
remediation and testing.  The plans are comprised of activities such as
reallocating internal resources, obtaining additional outside resources,
implementing temporary manual processes or temporarily rolling back the
internal clocks.  Although the company is developing greater levels of
confidence regarding its internal systems, ultimate success must still be
verified through extensive testing.  Failure to ensure that the company's
computer systems are year-2000 compliant could have a material adverse effect
on the company's operations.

The company is also assessing the status of its vendors' and customers' 
year-2000 readiness through meetings, discussions, notices and questionnaires. 
Vendor and customer responses and feedback are encouraging, but not
conclusive.  Failure of the company's suppliers or its customers to become
year-2000 compliant might also have a material adverse impact on the company's
operations.

Program costs to comply with year-2000 requirements are being expensed as
incurred.  Total third party expenditures in 1997 through completion in 1999
are not expected to exceed $10 million, none of which is incremental.  Through
the end of the third quarter of 1998, these third party expenditures totaled
over $5 million.  To compensate for the dilutive effect on results of
operations, the company has delayed other non-critical development and support
initiatives.  Accordingly, the company expects that annual information
technology expenses will not differ significantly from prior years.

Other.
Several factors negatively affecting earnings in the first 40-weeks of 1998
are likely to continue for the near term.  Management believes that these
factors include lower sales, operating losses in certain company-owned retail
stores and legal fees and expenses related to litigation.  

The company is continuing the process of strategic planning with the
assistance of an outside consulting firm to identify the best strategies for
the future.  The basic economics of the wholesaling operations are being
looked at on a location-by-location basis.  This includes examining the
current market position of each product supply center and its potential to
grow relative to the competitive challenges in its market.  Similar overall
assessments are being done to the retail operations.  Additionally, the total
overhead cost structure, both at corporate and in the field, are being looked
at to reduce expenses and bring them more in line with sales.  The strategic
planning process is expected to be finalized and submitted to the Board of
Directors for consideration before the end of 1998.  If the Board approves the
plan, future cash flows of certain business units are likely to be altered
such that long-lived asset impairments or dispositions are required. 
Management is unable to predict the ultimate outcome of the planning process
or any related impairments or dispositions, although such impairments or
dispositions could be material.

Segment information.  
Sales and operating earnings for the company's food distribution and retail
food segments are presented below.  

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
                                         For  the  12  weeks  ended
                                          Oct. 3,          Oct. 4,
      ($ in millions)                      1998             1997
-----------------------------------------------------------------------------
<S>                                      <C>               <C>     
     Sales: 
       Food distribution                 $2,631            $2,678  
       Retail food                          808               775  
-----------------------------------------------------------------------------

     Total sales                         $3,439            $3,453  
-----------------------------------------------------------------------------

     Operating earnings:
       Food distribution                    $50               $64  
       Retail food                           11                11  
       Corporate                            (29)              (26)
-----------------------------------------------------------------------------

     Total operating earnings               $32               $49  
-----------------------------------------------------------------------------

                                         For  the  40  weeks  ended
                                          Oct. 3,           Oct. 4,
      ($ in millions)                      1998              1997
-----------------------------------------------------------------------------
     
     Sales: 
       Food distribution                $ 8,805           $ 9,127    
       Retail food                        2,707             2,629  
-----------------------------------------------------------------------------

     Total sales                        $11,512           $11,756  
-----------------------------------------------------------------------------

     Operating earnings:
       Food distribution                   $204              $215  
       Retail food                           51                60  
       Corporate                            (88)             (101)
-----------------------------------------------------------------------------

     Total operating earnings              $167              $174  
-----------------------------------------------------------------------------
</TABLE>

Operating earnings for industry segments consist of net sales less related
operating expenses.  Operating expenses exclude interest expense, interest
income, equity investment results, litigation charge and taxes on income. 
General corporate expenses are not allocated to food distribution and retail
food segments.  The transfer pricing between segments is at cost.  Operating
earnings for 1997 have been restated as of year-end 1997 due to adopting SFAS
No. 131 - Disclosures about Segments of an Enterprise and Related Information.


Liquidity and Capital Resources

Set forth below is certain information regarding the company's capital
structure at the end of the third quarter of 1998 and at the end of fiscal
1997:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
     Capital Structure (In millions)    October 3, 1998     December 27, 1997 
-----------------------------------------------------------------------------
<S>                                     <C>      <C>        <C>         <C>
     Long-term debt                      $1,172    43.6%    $1,175      44.3%
     Capital lease obligations              386    14.4        388      14.6  
-----------------------------------------------------------------------------

     Total debt                           1,558    58.0      1,563      58.9  
     Shareholders' equity                 1,126    42.0      1,090      41.1  
-----------------------------------------------------------------------------

     Total capital                       $2,684   100.0%    $2,653     100.0%
-----------------------------------------------------------------------------
</TABLE>

Note: The above table includes current maturities of long-term debt and
current obligations under capital leases.

The total of net cash provided from operations plus net collections on notes
receivable plus cash proceeds from the sale of assets and investments plus a
reduction in cash balances exceeded net cash required for investing activities
and scheduled payments on funded debt and capital leases.  As a consequence,
long-term debt was $3 million lower at the end of the third quarter of 1998
compared to year-end 1997.  Capital lease obligations also decreased $2
million in 1998 because repayments exceeded leases added for new retail
stores.

The debt-to-capital ratio at third quarter-end 1998 was 58.0%, down from 58.9%
at year-end 1997. The company's long-term target ratio is between 50% and 55%. 

Operating activities generated $127 million of net cash flows for the first
three quarters of 1998 compared to $82 million in the same period of 1997. The
difference was principally due to changes in working capital and higher
deferred taxes, offset by lower cash earnings. Working capital was
$354 million at the end of the third quarter of 1998, an increase from
$340 million at year-end 1997. The current ratio of 1.29 to 1 was unchanged
from year-end 1997. 

Capital expenditures were $146 million for the first three quarters in 1998
compared to $82 million for the same period in 1997. Total capital
expenditures for 1998 (excluding acquisitions, if any) are expected to be
approximately $200 million to $210 million. The company intends to increase
its retail operations by increasing investments in stores through acquisition,
construction and remodeling in the company's existing retail chains.

The company's principal sources of liquidity for the first three quarters of
1998 have been cash flows from operating activities, the sale of certain
assets and investments and, as needed, borrowings under its credit facility. 
The company's principal sources of capital, excluding shareholders' equity,
are banks and other lenders and lessors.

The company's credit agreement and the indentures under which other company
debt instruments were issued contain customary covenants associated with
similar facilities. The credit agreement currently contains the following more
significant financial covenants: maintenance of a fixed charge coverage ratio
of at least 1.7 to 1, based on earnings before interest, taxes, depreciation
and amortization and net rent expense; maintenance of a ratio of
inventory-plus-accounts receivable to funded bank debt (including letters of
credit) of at least 1.4 to 1; and a limitation on restricted payments,
including dividends. Covenants contained in the company's indentures under
which other company debt instruments were issued are generally less
restrictive than those of the credit agreement. The company is in compliance
with all financial covenants under the credit agreement and its indentures. 

In addition, the credit facility may be terminated in the event of a defined
change of control. Under the company's indentures, noteholders may require the
company to repurchase notes in the event of a defined change of control
coupled with a defined decline in credit ratings. 

At the end of the third quarter 1998, borrowings under the credit facility
totaled $224 million in term loans and $75 million of revolver borrowings, and
$80 million of letters of credit had been issued. Letters of credit are needed
primarily for insurance reserves associated with the company's normal risk
management activities. To the extent that any of these letters of credit would
be drawn, payments would be financed by borrowings under the credit agreement. 

At the end of the third quarter 1998, the company would have been allowed to
borrow an additional $445 million under the revolving credit facility
contained in the credit agreement based on the actual borrowings and letters
of credit outstanding. Under the company's most restrictive borrowing
covenant, which is the fixed charges coverage ratio contained in the credit
agreement, $45 million of additional fixed charges could have been incurred. 
 
The average interest rate for total debt (including capital lease obligations)
before the effect of interest rate hedges was 10.1% for the third quarter of
1998, versus 10.6% for the same period in 1997. Including the effect of
interest rate hedges, the average interest rate of debt was 10.4% and 10.8%
for the third quarter of 1998 and the same period in 1997, respectively. 

At the end of the third quarter of 1998, the company employed interest rate
swaps covering a total of $250 million of floating rate indebtedness with
three counterparty banks possessing investment grade credit ratings. The swaps
have an average fixed interest rate of 7.22% and an average remaining term of
1.6 years. Net interest payments made or received under interest rate swaps
are included in interest expense. See "-Results of Operations-Interest
Expense" above.

Dividend payments in the third quarter of 1998 were $.02 per share. The credit
agreement and the indentures for the $500 million of senior subordinated notes
limit restricted payments, including dividends, to $70 million at the end of
the third quarter of 1998 based on a formula tied to net earnings and equity
issuances. 

For the foreseeable future, cash flows from operating activities and the
company's ability to borrow under its credit agreement are expected to be the
company's principal sources of liquidity and capital. In addition, lease
financing may be employed for new stores and certain equipment. Management
believes these sources will be adequate to meet working capital needs, capital
expenditures (including expenditures for acquisitions, if any) and other
capital needs for the next 12 months. 

Forward-Looking Information

This report includes statements that (a) predict or forecast future events or
results, (b) depend on future events for their accuracy, or (c) embody
assumptions which may prove to have been inaccurate, including the company's
ability to reverse sales declines, cut costs and improve earnings; the
company's assessment of the probability and materiality of losses associated
with litigation and other contingent liabilities; the company's ability to
develop and implement year-2000 systems solutions; the company's ability to
expand portions of its business or enter new facets of its business which it
believes will be more profitable than its food distribution business; and the
company's expectations regarding the adequacy of capital and liquidity.  These
forward-looking statements and the company's business and prospects are
subject to a number of factors which could cause actual results to differ
materially including the:  finalization and implementation of the company's
strategic business plan; adverse effects of the changing industry environment
and increased competition; continuing sales declines and loss of customers;
exposure to litigation and other contingent losses; failure of the company to
achieve necessary cost savings; failure of the company, its vendors or its
customers to develop and implement year-2000 system solutions; and the
negative effects of the company's substantial indebtedness and the limitations
imposed by restrictive covenants contained in the company's debt instruments.
These and other factors are described in the company's periodic reports
available from the Securities and Exchange Commission including the company's
1997 annual report on Form 10-K and the company's 1998 quarterly reports on
Form 10-Q.


                  PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Set forth below is information regarding litigation which became reportable or
as to which a material development has occurred since the date of the
company's Quarterly Report on Form 10-Q for the fiscal quarter ended October
3, 1998:

(1)  Century.  (See earlier discussions in the 1997 Form 10-K).  In October
1998, the case was settled without any material effect on the company.

(2)  Tobacco Cases.  (See earlier discussions in the 1997 Form 10-K and in the
first and second quarter 1998 Form 10-Q).  Four cases have been dismissed
(Joseph Aezen, Najiyya El-Haddi, Carla Boyce and Florence Ferguson) and twelve
cases have been dismissed without prejudice (Ella Daly, Janet Anes, Kym
Glasser, Welton Lee Upshur, Donald G. Teti, George Thompson, Ronald Folkman,
Sandy and Howard Greenfield, Francis Ryziw, Charles Simmons Sr. and Patricia
Simmons, Joseph Pennetti and Mable A. Tiscavitch) in the Court of Common
Pleas, Philadelphia, Pennsylvania; one case has been dismissed without
prejudice in the Court of Common Pleas, Dauphin County, Pennsylvania (Doyle
Smith); and one case has been dismissed in East Baton Rouge Parish, Louisiana
(Kathy Landry).  Additionally, one new case (John H. Harley v. The American
Tobacco Company) has been filed in the Court of Common Pleas, Philadelphia
County, Pennsylvania.  The new case is being defended, and the company is
being indemnified, by a substantial defendant.


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

Exhibit                                                                Page 
Number    Description                                                 Number
-------   -----------                                                 ------

4.8       First Amendment (dated October 5, 1998) to Credit Agreement 
          dated July 25, 1997

10.30*    Form of Amended and Restated Agreement for Fleming
          Companies, Inc. Executive Past Service Benefit Plan 

10.31*    Form of Amended and Restated Agreement for Fleming
          Companies, Inc. Executive Deferred Compensation Plan 

10.32*    Amended and Restated Supplemental Retirement Income
          Agreement between William J. Dowd and Fleming Companies,
          Inc. dated August 18, 1998

10.33*    Form of Amended and Restated Restricted Stock Award
          Agreement under Fleming Companies, Inc. 1996 Stock
          Incentive Plan 

10.34*    Form of Amended and Restated Non-Qualified Stock Option
          Agreement under the Fleming Companies, Inc. 1996 Stock
          Incentive Plan 

10.35*    Amendment No. 1 to Fleming Companies, Inc. 1990 Stock
          Incentive Plan

10.36*    First Amendment to Economic Value Added Incentive Bonus
          Plan for Fleming Companies, Inc. and Its Subsidiaries

10.37*    Amendment No. 2 to Economic Value Added Incentive Bonus
          Plan for Fleming Companies, Inc. and Its Subsidiaries

10.38*    Form of Amendment to Certain Employment Agreements 

10.39*    Form of First Amendment to Restricted Stock Award
          Agreement for Fleming Companies, Inc. 1996 Stock
          Incentive Plan

10.40     Settlement and Severance Agreement by and between Fleming
          Companies, Inc. and Robert E. Stauth dated as of August
          28, 1998

12        Computation of Ratio of Earnings to Fixed Charges

27        Financial Data Schedule
__________

*  Management contract, compensatory plan or arrangement.

(b)  Reports on Form 8-K:

     None

<PAGE>
                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   FLEMING COMPANIES, INC.
                                       (Registrant)

Date:  November 5, 1998            KEVIN TWOMEY
                                   Kevin Twomey
                                   Vice President-Controller
                                   (Principal Accounting Officer)

<PAGE>
                            EXHIBIT INDEX

Exhibit
No.         Description                                       Method of Filing
----------  ----------------------------------------------    ----------------

4.8         First Amendment (dated October 5, 1998) to the        Filed 
            Credit Agreement dated July 25, 1997                  herewith
                                                                  electronically

10.30*      Form of Amended and Restated Agreement for            Filed
            Fleming Companies, Inc. Executive Past Service        herewith
            Benefit Plan                                          electronically

10.31*      Form of Amended and Restated Agreement for            Filed
            Fleming Companies, Inc. Executive Deferred            herewith
            Compensation Plan                                     electronically

10.32*      Amended and Restated Supplemental Retirement          Filed
            Income Agreement between William J. Dowd and          herewith
            Fleming Companies, Inc. dated August 18, 1998         electronically

10.33*      Form of Amended and Restated Restricted Stock         Filed
            Award Agreement under Fleming Companies, Inc.         herewith
            1996 Stock Incentive Plan                             electronically

10.34*      Form of Amended and Restated Non-Qualified Stock      Filed
            Option Agreement under the Fleming Companies,         herewith
            Inc. 1996 Stock Incentive Plan                        electronically

10.35*      Amendment No. 1 to Fleming Companies, Inc. 1990       Filed
            Stock Incentive Plan                                  herewith
                                                                  electronically

10.36*      First Amendment to Economic Value Added               Filed
            Incentive Bonus Plan for Fleming Companies, Inc.      herewith
            and Its Subsidiaries                                  electronically

10.37*      Amendment No. 2 to Economic Value Added               Filed
            Incentive Bonus Plan for Fleming Companies, Inc.      herewith
            and Its Subsidiaries                                  electronically

10.38*      Form of Amendment to Certain Employment Agreements    Filed
                                                                  herewith
                                                                  electronically

10.39*      Form of First Amendment to Restricted Stock           Filed
            Award Agreement for Fleming Companies, Inc. 1996      herewith
            Stock Incentive Plan

10.40       Settlement and Severance Agreement by and             Filed
            between Fleming Companies, Inc. and Robert E.         herewith
            Stauth dated as of August 28, 1998                    electronically

12          Computation of Ratio of Earnings to Fixed             Filed
            Charges                                               herewith
                                                                  electronically

27          Financial Data Schedule                               Filed
                                                                  herewith
                                                                  electronically

_________

*  Management contract, compensatory plan or arrangement.