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 September 30, 2000

                                  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.)

   1945 Lakepointe Drive, Box 299013
         Lewisville, Texas                                  75029
  (Address of principal executive offices)               (Zip Code)

                         (972) 906-8000
      (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 required to
file such reports), and (2) has been subject to such filing
requirements 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 27, 2000 is as follows:


               Class                              Shares Outstanding
     Common stock, $2.50 par value                    39,601,000

<PAGE>
                                INDEX


Part I.  FINANCIAL INFORMATION:

Item 1.  Financial Statements

            Consolidated Condensed Statements of Operations -
              12 Weeks Ended September 30, 2000,
              and October 2, 1999

            Consolidated Condensed Statements of Operations -
              40 Weeks Ended September 30, 2000,
              and October 2, 1999

            Consolidated Condensed Balance Sheets -
              September 30, 2000, and December 25, 1999

            Consolidated Condensed Statements of Cash Flows -
              40 Weeks Ended September 30, 2000,
              and October 2, 1999

            Notes to Consolidated Condensed Financial Statements

            Independent Accountants' Review Report

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

  Item 3.  Quantitative and Qualitative Disclosures
            about Market Risk

Part II.  OTHER INFORMATION:

  Item 1.  Legal Proceedings

  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 September 30, 2000, and October 2, 1999
(In thousands, except per share amounts)
<CAPTION>
==============================================================================
                                         2000           1999
------------------------------------------------------------------------------
<S>                                   <C>            <C>
Net sales                             $3,288,102     $3,243,192

Costs and expenses:
  Cost of sales                        2,984,788      2,906,749
  Selling and administrative             258,103        291,990
  Interest expense                        40,111         36,987
  Interest income                         (6,322)        (7,075)
  Equity investment results                2,097          2,431
  Impairment/restructuring charge         83,356         36,151
------------------------------------------------------------------------------
    Total costs and expenses           3,362,133      3,267,233
------------------------------------------------------------------------------
Loss before taxes                        (74,031)       (24,041)
Taxes on loss                            (28,472)        (9,695)
------------------------------------------------------------------------------
Net loss                              $  (45,559)    $  (14,346)
==============================================================================

Basic and diluted net loss per share      $(1.17)         $(.37)
Dividends paid per share                    $.02           $.02
Weighted average shares outstanding:
 Basic                                    38,902         38,459
 Diluted                                  38,902         38,459
==============================================================================
</TABLE>
Fleming Companies, Inc.   See notes to consolidated condensed
financial statements and independent accountants' review report.

<PAGE>
<TABLE>
Consolidated Condensed Statements of Operations
For the 40 weeks ended September 30, 2000, and October 2, 1999
(In thousands, except per share amounts)
<CAPTION>
==============================================================================
                                         2000           1999
------------------------------------------------------------------------------
<S>                                  <C>            <C>
Net sales                            $11,118,959    $11,057,800

Costs and expenses:
  Cost of sales                       10,107,717      9,965,771
  Selling and administrative             891,784        955,550
  Interest expense                       131,659        127,240
  Interest income                        (25,167)       (23,319)
  Equity investment results                5,682          8,402
  Impairment/restructuring charge        146,514         79,356
------------------------------------------------------------------------------
    Total costs and expenses          11,258,189     11,113,000
------------------------------------------------------------------------------
Loss before taxes                       (139,230)       (55,200)
Taxes on loss                            (54,449)       (14,275)
------------------------------------------------------------------------------
Net loss                              $  (84,781)    $  (40,925)
==============================================================================

Basic and diluted net loss per share      $(2.19)        $(1.07)
Dividends paid per share                    $.06           $.06
Weighted average shares outstanding:
  Basic                                   38,651         38,256
  Diluted                                 38,651         38,256
==============================================================================
</TABLE>
Fleming Companies, Inc.  See notes to consolidated condensed
financial statements and independent accountants' review report.

<PAGE>
<TABLE>
Consolidated Condensed Balance Sheets
(In thousands)
<CAPTION>
==============================================================================
                                        September 30,    December 25,
Assets                                      2000            1999
------------------------------------------------------------------------------
<S>                                       <C>           <C>
Current assets:
  Cash and cash equivalents               $   49,673    $    6,683
  Receivables                                467,995       496,159
  Inventories                                867,145       997,805
  Assets held for sale                       120,928        68,615
  Other current assets                       126,380       159,488
------------------------------------------------------------------------------
    Total current assets                   1,632,121     1,728,750
Investments and notes receivable             101,448       108,895
Investment in direct financing leases        109,572       126,309

Property and equipment                     1,404,824     1,539,465
  Less accumulated depreciation
   and amortization                         (681,633)     (701,289)
------------------------------------------------------------------------------
Net property and equipment                   723,191       838,176
Deferred income taxes                         71,390        54,754
Other assets                                 163,452       150,214
Goodwill                                     548,638       566,120
------------------------------------------------------------------------------
Total assets                              $3,349,812    $3,573,218
==============================================================================

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

Current liabilities:
  Accounts payable                        $  846,851    $  981,219
  Current maturities of long-term debt        36,915        70,905
  Current obligations under capital leases    21,747        21,375
  Other current liabilities                  175,146       210,220
------------------------------------------------------------------------------
    Total current liabilities              1,080,659     1,283,719
Long-term debt                             1,304,468     1,234,185
Long-term obligations under
 capital leases                              372,998       367,960
Other liabilities                            111,847       126,652

Commitments and contingencies

Shareholders' equity:
  Common stock, $2.50 par value per share     99,039        97,141
  Capital in excess of par value             513,469       511,447
  Accumulated deficit                       (107,108)      (22,326)
  Accumulated other comprehensive income:
    Additional minimum pension liability     (25,560)      (25,560)
------------------------------------------------------------------------------
      Accumulated other comprehensive income (25,560)      (25,560)
------------------------------------------------------------------------------
    Total shareholders' equity               479,840       560,702
------------------------------------------------------------------------------

Total liabilities and shareholders'
 equity                                   $3,349,812    $3,573,218
==============================================================================
</TABLE>
Fleming Companies, Inc.  See notes to consolidated condensed
financial statements and independent accountants' review report.

<PAGE>
<TABLE>
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
For the 40 weeks ended September 30, 2000, and October 2, 1999
(In thousands)
<CAPTION>
==============================================================================
                                              2000          1999
------------------------------------------------------------------------------
<S>                                      <C>           <C>
Cash flows from operating activities:
 Net loss                                  $(84,781)     $(40,925)
 Adjustments to reconcile net loss to
   net cash provided by operating activities:
   Depreciation and amortization            133,808       123,545
   Credit losses                             19,380        18,213
   Deferred income taxes                     (9,328)      (31,047)
   Equity investment results                  5,682         8,402
   Impairment/restructuring and related charges
     (not classified elsewhere)             202,932       106,763
   Cash payments on impairment/restructuring
     and related charges                   (107,227)      (42,096)
   Change in assets and liabilities, excluding
     effect of acquisitions:
     Receivables                             24,461        30,682
     Inventories                            105,329        82,540
     Accounts payable                      (134,368)      (34,944)
     Other assets and liabilities          (128,220)      (52,942)
   Other adjustments, net                      (260)       (7,644)
------------------------------------------------------------------------------
    Net cash provided by operating
     activities                              27,408       160,547
------------------------------------------------------------------------------

Cash flows from investing activities:
 Collections on notes receivable             25,367        24,399
 Notes receivable funded                    (20,923)      (34,476)
 Purchase of property and equipment        (107,623)     (123,102)
 Proceeds from sale of property and
  equipment                                  39,071        24,831
 Investments in customers                      (969)       (8,006)
 Proceeds from sale of investment             3,293         2,203
 Businesses acquired                         (2,279)      (78,075)
 Proceeds from sale of businesses            45,280        14,165
 Other investing activities                  11,928         3,928
------------------------------------------------------------------------------
    Net cash used in investing activities    (6,855)     (174,133)
------------------------------------------------------------------------------

Cash flows from financing activities:
 Proceeds from long-term borrowings         107,000       126,000
 Principal payments on long-term debt       (70,707)      (57,630)
 Principal payments on capital lease
  obligations                               (15,175)      (22,030)
 Sale of common stock under incentive
  stock and stock ownership plans             3,653         3,236
 Dividends paid                              (2,334)       (2,322)
 Other financing activities                       -           (31)
------------------------------------------------------------------------------
    Net cash provided by financing
     activities                              22,437        47,223
------------------------------------------------------------------------------

Net increase in cash and cash equivalents    42,990        33,637
Cash and cash equivalents, beginning of
 period                                       6,683         5,967
------------------------------------------------------------------------------

Cash and cash equivalents, end of period   $ 49,673      $ 39,604
==============================================================================

Supplemental information:
 Cash paid for interest                    $124,813      $122,449
 Cash paid (refunded) for taxes            $(63,872)      $15,521
==============================================================================
</TABLE>
Fleming Companies, Inc.  See notes to consolidated condensed
financial statements and independent accountants' review report.

<PAGE>
Notes to Consolidated Condensed Financial Statements
(See independent accountants' review report)

1. The consolidated condensed balance sheet as of September 30,
2000, the consolidated condensed statements of operations for the
12 weeks ended September 30, 2000 and October 2, 1999, and the
consolidated condensed statements of operations and cash flows
for the 40 weeks ended September 30, 2000 and October 2, 1999
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 September 30, 2000 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 loss per
share are computed based on net loss divided by weighted average
shares as appropriate for each calculation.

The preparation of the consolidated condensed financial
statements in conformity with accounting principles generally
accepted in the United States of America 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.

Certain reclassifications have been made to prior year amounts to
conform to current year classifications.

2. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
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 1999 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 $60 million at September 30, 2000 (none of which was
recorded in assets held for sale which is included in other
current assets) and $54 million at December 25, 1999 ($4 million
of which was recorded in assets held for sale which is included
in other current assets).

4. Sales and operating earnings as reported (including strategic
plan charges and one-time items) for the company's distribution
and retail segments are presented below.

<TABLE>
<CAPTION>
==============================================================================
                                       For the 12 weeks ended
                                          Sept 30,  Oct 2,
      ($ in millions)                      2000      1999
------------------------------------------------------------------------------
     <S>                                <C>          <C>
     Sales:
       Distribution                     $2,977       $2,896
       Intersegment elimination           (383)        (489)
------------------------------------------------------------------------------
       Net distribution                  2,594        2,407
       Retail                              694          836
------------------------------------------------------------------------------
     Total sales                        $3,288       $3,243
==============================================================================

     Operating earnings:
       Distribution                        $ 79        $ 69
       Retail                                 6           4
       Support services                     (40)        (28)
------------------------------------------------------------------------------
     Total operating earnings                45          45
     Interest expense                       (40)        (37)
     Interest income                          6           7
     Equity investment results               (2)         (3)
     Impairment/restructuring charge        (83)        (36)
------------------------------------------------------------------------------
     Loss before taxes                     $(74)       $(24)
==============================================================================
</TABLE>

<TABLE>
<CAPTION>
==============================================================================
                                       For the 40 weeks ended
                                         Sept 30,     Oct 2,
      ($ in millions)                      2000        1999
------------------------------------------------------------------------------
     <S>                                <C>          <C>
     Sales:
       Distribution                      $9,970       $9,881
       Intersegment elimination          (1,367)      (1,671)
------------------------------------------------------------------------------
       Net distribution                   8,603        8,210
       Retail                             2,516        2,848
------------------------------------------------------------------------------
     Total sales                        $11,119      $11,058
==============================================================================

     Operating earnings:
       Distribution                        $224         $214
       Retail                                35           21
       Support services                    (140)         (98)
------------------------------------------------------------------------------
     Total operating earnings               119          137
     Interest expense                      (131)        (127)
     Interest income                         25           23
     Equity investment results               (6)          (9)
     Impairment/restructuring charge       (146)         (79)
------------------------------------------------------------------------------
     Loss before taxes                    $(139)        $(55)
==============================================================================
</TABLE>

General support services expenses are not allocated to
distribution and retail segments.  The transfer pricing between
segments is at cost.

5. The comprehensive loss in both years was comprised only of the
reported net loss.

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:

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 two
noteholders.  All cases were filed in the United States District
Court for the Western District of Oklahoma.  In 1997, the court
consolidated the stockholder cases (the noteholder case was also
consolidated, but only for pre-trial purposes).  The plaintiffs
in the consolidated cases sought undetermined but significant
damages, and asserted 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 claimed that these
alleged 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.

During 1998 the complaint in the noteholder case was dismissed,
and during 1999 the complaint in the consolidated stockholder
case was also dismissed, each without prejudice.  The court gave
the plaintiffs the opportunity to restate their claims in each
case, and they did so in amended complaints.  The company again
filed motions to dismiss all claims in both cases.  On February
4, 2000 the court dismissed the amended complaint in the
stockholder case with prejudice. The stockholder plaintiffs filed
a notice of appeal on March 3, 2000, and briefing is presently
under way in the Court of Appeals for the Tenth Circuit.  On
August 1, 2000, the court dismissed the claims in the noteholder
complaint alleging violations of the Securities Exchange Act of
1934, but the court determined that the noteholder plaintiffs
have stated a claim under Section 11 of the Securities Act of
1933.  On September 15, 2000, defendants filed a motion to allow
an immediate appeal of the court's denial of their motion to
dismiss plaintiffs' claim under Section 11.

In 1997, the company won a declaratory judgment against certain
of its insurance carriers regarding policies issued to Fleming
for the benefit of its officers and directors ("D&O policies").
On motion for summary judgment, the court ruled that the
company's exposure, if any, under the class action suits is
covered by D&O policies written by the insurance carriers
(aggregating $60 million in coverage) 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
appealed.   In 1999, the appellate court affirmed the decision
that the class actions were covered by D&O policies aggregating
$60 million in coverage but reversed the trial court's decision
as to allocation as being premature.

The company intends to vigorously defend against the claims in
these class action suits and pursue the issue of insurance
discussed above, but is currently unable to predict the outcome
of the cases.  An unfavorable outcome could have a material
adverse effect on the financial condition and prospects of the
company.

Don's United Super (and related cases).  The company and two
retired executives have been named in a suit filed in 1998 in the
United States District Court for the Western District of Missouri
by several current and former customers of the company (Don's
United Super, et al. v. Fleming, et al.).  The eighteen
plaintiffs operate retail grocery stores in the St. Joseph and
Kansas City metropolitan areas.  The plaintiffs in this suit
allege product overcharges, breach of contract, breach of
fiduciary duty, misrepresentation, fraud, and RICO violations,
and they are seeking actual, punitive and treble damages, as well
as a declaration that certain contracts are voidable at the
option of the plaintiffs.

During the fourth quarter of 1999, plaintiffs produced reports of
their expert witnesses calculating alleged actual damages of
approximately $112 million. During the first quarter of 2000,
plaintiffs revised a portion of these damage calculations, and
although it is not clear what the precise damage claim will be,
it appears that plaintiffs will claim approximately $120 million,
exclusive of any punitive or treble damages.

On May 2, 2000, the court granted partial summary judgment to the
defendants, holding that plaintiffs' breach of contract claims
that relate to events that occurred more than four (4) years
before the filing of the litigation are barred by limitations,
and that plaintiffs' fraud claims based upon fraudulent
inducement that occurred more than fifteen (15) years before the
filing of the lawsuit likewise are barred.  It is unclear what
impact, if any, these rulings may have on the damage calculations
of the plaintiffs' expert witnesses.

The court has set August 13, 2001 as the date on which trial of
the Don's case will commence.

In October 1998, the company and the same two retired executives
were named in a suit filed by another group of retailers in the
same court as the Don's suit (Coddington Enterprises, Inc., et
al. v. Fleming, et al.).  Currently, sixteen plaintiffs are
asserting claims in the Coddington suit, all but one of which
have arbitration agreements with Fleming.  The plaintiffs assert
claims virtually identical to those set forth in the Don's suit,
and although plaintiffs have not yet quantified the damages in
their pleadings, it is anticipated that they will claim actual
damages approximating the damages claimed in the Don's suit.

In July 1999, the court ordered two of the plaintiffs in the
Coddington case to arbitration, and otherwise denied arbitration
as to the remaining plaintiffs. The company has appealed the
district court's denial of arbitration to the Eighth Circuit
Court of Appeals.  The two plaintiffs that were ordered to
arbitration have filed motions asking the district court to
reconsider the arbitration ruling.

Two other cases had been filed before the Don's case in the same
district court (R&D Foods, Inc., et al. v. Fleming, et al.; and
Robandee United Super, Inc., et al. v. Fleming, et al.) by ten
customers, some of whom are also 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 proceedings in these cases have been
stayed pending the arbitration of the claims of those plaintiffs
who have arbitration agreements with the company.

In March 2000, the company and one former executive were named in
a suit filed in the United States District Court for the Eastern
District of Missouri by current and former customers that
operated five retail grocery stores in and around Kansas City,
Missouri, and four retail grocery stores in and around Phoenix,
Arizona (J&A Foods, Inc., et al. v. Dean Werries and Fleming
Companies, Inc.). The plaintiffs have alleged product
overcharges, fraudulent misrepresentation, fraudulent
nondisclosure and concealment, breach of contract, breach of duty
of good faith and fair dealing, and RICO violations, and they are
seeking actual, punitive and treble damages, as well as other
relief.  The damages have not been quantified by the plaintiffs;
however, the company anticipates that substantial damages will be
claimed.

On August 8, 2000, the Judicial Panel on Multidistrict Litigation
granted the company's motion and ordered the related Missouri
cases (described above) and the Storehouse Markets case
(described below) transferred to the Western District of Missouri
for coordinated or consolidated pre-trial proceedings.

The company intends to vigorously defend against the claims in
these related cases but is currently unable to predict the
outcome of the cases. An unfavorable outcome could have a
material adverse effect on the financial condition and prospects
of the company.

Storehouse Markets.  In 1998, the company and one of its former
division officers were named in a suit filed in the United States
District Court for the District of Utah by several current and
former customers of the company (Storehouse Markets, Inc., et al.
v. Fleming Companies, Inc., et al.).  The plaintiffs have alleged
product overcharges, fraudulent misrepresentation, fraudulent
nondisclosure and concealment, breach of contract, breach of duty
of good faith and fair dealing, and RICO violations, and they are
seeking actual, punitive and treble damages. The plaintiffs have
made these claims on behalf of a class that would purportedly
include current and former customers of Fleming's Salt Lake City
division covering a four state region.  On June 12, 2000, the
court entered an order certifying the case as a class action.  On
July 11, 2000, the United States Court of Appeals for the Tenth
Circuit granted the company's request for permission to appeal
the class certification order, and the company is pursuing that
appeal on an expedited basis.

On August 8, 2000, the Judicial Panel on Multidistrict Litigation
granted the company's motion and ordered the Storehouse Markets
case and the Missouri cases (described above) transferred to the
Western District of Missouri for coordinated or consolidated pre-
trial proceedings.

Damages have not been quantified by the plaintiffs; however, the
company anticipates that substantial damages will be claimed.
The company intends to vigorously defend against these claims but
is currently unable to predict the outcome of the case.  An
unfavorable outcome could have a material adverse effect on the
financial condition and prospects of the company.

Allen's IGA. On August 1, 2000, the United States District Court
for the Eastern District of Oklahoma entered an order dismissing
with prejudice Allen's IGA, Inc., et al. v. Fleming Companies,
Inc., et al.

That lawsuit had been filed by several former customers against
the company and two of its former executives, alleging product
overcharges, fraud, breach of contract, negligence, RICO
violations, and seeking actual, punitive and treble damages, an
accounting, and other equitable relief.  Damages had not been
quantified by the plaintiffs; however, the company anticipated
that substantial damages would be claimed and had previously
disclosed that an unfavorable outcome in that case could have had
a material adverse effect on the financial condition and prospects
of the company.

The case was dismissed pursuant to a settlement agreement that
contains a confidentiality provision.  In connection with the
settlement, the company accrued an amount in the second quarter
of 2000 that was not material to its financial condition or
results of operations.  Subsequent to the end of the second
quarter the plaintiffs were paid.

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 have a material adverse effect on the
company.

From time to time, the company is a party to or threatened with
litigation in which claims against the company are made, or are
threatened to be made, by present and former customers, sometimes
in situations involving financially troubled or failed customers.
Except as noted in this report, the company does not believe that
any such claim will have 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>
                                  September 30,       October 2,
           (In millions)             2000                1999
           -----------------------------------------------------
           <S>                     <C>                   <C>
           Current assets          $311                   $39
           Noncurrent assets       $477                  $122
           Current liabilities     $159                   $26
           Noncurrent liabilities  $160                   $32
</TABLE>

<TABLE>
<CAPTION>
                                            40 weeks ended
                                  ------------------------------
                                  September 30,       October 2,
           (In millions)             2000                1999
           -----------------------------------------------------
           <S>                    <C>                    <C>
           Net sales              $2,812                 $416
           Costs and expenses     $2,837                 $420
           Net loss               $  (15)                $ (2)
</TABLE>

8. The accompanying operating statements include the following:

<TABLE>
<CAPTION>
                                            12 weeks ended
                                  ------------------------------
                                      September 30,   October 2,
          (In thousands)                  2000          1999
          ------------------------------------------------------
          <S>                              <C>         <C>
          Depreciation and amortization
            (includes amounts below)       $39,186     $39,669
          Amortized costs in interest
            expense                         $1,116      $1,123
          Excess depreciation and
            amortization due to the
            strategic plan                    $350          $-
</TABLE>

<TABLE>
<CAPTION>
                                            40 weeks ended
                                  ------------------------------
                                    September 30,     October 2,
          (In thousands)                2000            1999
          ------------------------------------------------------
          <S>                          <C>             <C>
          Depreciation and amortization
            (includes amounts below)   $133,808        $123,545
          Amortized costs in interest
            expense                      $3,734          $3,746
          Excess depreciation and
            amortization due to the
            strategic plan               $6,662              $-
</TABLE>

9. In December 1998, the company announced the implementation of
a strategic plan designed to improve the competitiveness of the
retailers the company serves and improve the company's
performance by building stronger operations that can better
support long-term growth. The four major initiatives of the
strategic plan are to consolidate wholesale operations, grow
wholesale sales, improve retail performance, and reduce overhead
and operating expenses. On April 25, 2000, the company announced
the evaluation of strategic alternatives for the remaining
conventional retail chains which was substantially completed in
the third quarter with the decision to reposition certain retail
operations into the Food 4 Less(registered mark) type value
retail format.  The Rainbow Foods(registered mark) division has
shown significant improvements in sales and earnings.
Consequently, 40 of these stores will be retained and three
stores sold or closed. The Minneapolis distribution center will
be dedicated to supply the Rainbow Foods(registered mark)
operation, with the supply of the division's independent
retailers moved to the LaCrosse and Superior divisions. The
company is in discussions to sell 53 ABCO Foods(trademark) stores
to other retailers and expects that three will be converted to
the value retail format.  The company also plans to convert ten
company-owned Sentry(registered mark) Foods stores to the value
retail format and steps are being taken to sell the remaining 24
to existing and new distribution customers.  The company is
continuing to explore alternatives for the 16 Baker's(trademark)
Nebraska stores. The substantial completion of the evaluation of
the company's conventional retail was the primary factor in a $72
million non-cash increase in the strategic plan charge during the
third quarter of 2000.

The total pre-tax charge of the strategic plan is presently esti-
mated through 2000 at $1,031 million ($255 million cash and $776 mil-
lion non-cash). The plan originally announced in December 1998 had
an estimated pre-tax charge totaling $782 million. The result is an
increase in the estimate of the strategic plan of $249 million
($106 million cash and $143 million non-cash).  The net increase
is due primarily to closing the Peoria, York and Philadelphia
divisions ($88 million); updating impairment amounts on the five
retail chains in the original plan ($18 million); the divestiture
or closing of the two chains not in the original plan ($38
million); decreasing costs related to a scheduled closing no
longer planned ($18 million); impairment amounts relating to the
recent evaluation of conventional retail ($76 million); and other
costs including those related to the company's low cost pursuit
program and centralization of administrative functions ($47
million). Updating the impairment amounts was necessary as
decisions to sell, close or convert additional operating units
were made. Additionally, sales negotiations provided more current
information regarding the fair value on certain chains. There
were changes in the list of operating units to be divested or
closed since they no longer fit into the current business
strategy. Also, the cost of severance, relocation and other
periodic expenses related to the company's low cost pursuit
program and centralization of administrative functions has been
accrued as incurred. The pre-tax charge recorded to-date is
$1,016 million ($101 million in the third quarter of 2000, $46
million in the second quarter of 2000, $64 million in the first
quarter of 2000, $137 million in 1999, and $668 million recorded
in 1998). After tax, the expense for the first three quarters of
2000 was $125 million or $3.22 per share ($60 million or $1.53
per share for quarter three, $27 million or $.71 per share for
quarter two, and $38 million or $.98 per share for quarter one).
The $15 million of costs relating to the strategic plan not yet
charged against income will primarily be recorded during the
remainder of 2000 at the time such costs are accruable.

The $101 million charge in the third quarter of 2000 was included
on several lines of the Consolidated Condensed Statements of
Operations as follows: $1 million was included in net sales
related to rent income impairment due to division closings; $11
million was included in cost of sales and was primarily related
to inventory valuation adjustments and moving and training costs;
$6 million was included in selling and administrative expense and
equity investment results as disposition related costs recognized
on a periodic basis; and the remaining $83 million was included
in the Impairment/restructuring charge line. The third quarter
charge consisted of the following components:

- Impairment of assets of $81 million. The impairment
  components were $3 million for goodwill and $78 million for other
  long-lived assets. All of the goodwill charge was related to a
  conventional retail store acquisition in May of 1999.

- Restructuring charges of $2 million.  The restructuring
  charges consisted primarily of severance related expenses due to
  the consolidation of certain administrative departments.  The
  restructuring charges also consisted of operating lease
  liabilities and professional fees incurred related to the
  restructuring process.

- Other disposition and related costs of $18 million. These
  costs consisted primarily of inventory valuation adjustments,
  disposition related costs recognized on a periodic basis and
  other costs.

The charge for the third quarter of 2000 relates to the company's
segments as follows: $8 million relates to the distribution
segment and $77 million relates to the retail segment with the
balance relating to support services expenses.

The $211 million charge in the first three quarters of 2000 was
included on several lines of the Consolidated Condensed
Statements of Operations as follows: $2 million was included in
net sales related primarily to rent income impairment due to
division closings; $46 million was included in cost of sales and
was primarily related to inventory valuation adjustments, moving
and training costs relating to procurement and product handling
associates, and additional depreciation and amortization on
assets to be disposed of but not yet held for sale; $16 million
was included in selling and administrative expense and equity
investment results as disposition related costs recognized on a
periodic basis (such as moving and training costs related to the
consolidation of certain administrative functions); and the
remaining $146 million was included in the Impairment/restructuring
charge line. The charge for the first three quarters consisted
of the following components:

- Impairment of assets of $84 million. The impairment
  components were $3 million for goodwill and $81 million for other
  long-lived assets. All of the goodwill charge was related to an
  acquisition in May of 1999.

- Restructuring charges of $63 million.  The restructuring
  charges consisted of severance related expenses and pension
  withdrawal liabilities for the closings of York and Philadelphia
  which were announced during the first quarter of 2000 as part of
  an effort to grow in the northeast by consolidating distribution
  operations and expanding the Maryland facility. Additionally, the
  charge consisted of severance related expenses due to the
  consolidation of certain administrative departments announced
  during the second quarter of 2000. The restructuring charges also
  consisted of operating lease liabilities and professional fees
  incurred related to the restructuring process.

- Other disposition and related costs of $64 million. These
  costs consisted primarily of inventory valuation adjustments,
  additional depreciation and amortization on assets to be disposed
  of but not yet held for sale, disposition related costs
  recognized on a periodic basis and other costs.

The charge for the first three quarters of 2000 relates to the
company's segments as follows: $66 million relates to the
distribution segment and $104 million relates to the retail
segment with the balance relating to support services expenses.

The charges related to workforce reductions are as follows:

<TABLE>
<CAPTION>
     ($'s in thousands)          Amount         Headcount
     ------------------         -------         ---------
     <S>                        <C>             <C>
     1998 Ending Liability      $21,983            1,260

     1999 Activity:
       Charge                    12,029            1,350
       Terminations             (24,410)          (1,950)
                                -------          -------
       Ending Liability           9,602              660

     2000 Quarter 1 Activity:
       Charge                    25,509            1,020
       Terminations              (4,250)            (560)
                                -------          -------
       Ending Liability          30,861            1,120

     2000 Quarter 2 Activity:
       Charge                     3,799              130
       Terminations              (7,807)            (670)
                                -------          -------
       Ending Liability          26,853              580

     2000 Quarter 3 Activity:
       Charge                     1,964               90
       Terminations              (8,838)            (350)
                                -------          -------
       Ending Liability         $19,979              320
                                =======          =======
</TABLE>

The ending liability of approximately $20 million represents
payments over time to associates already severed as well as union
pension withdrawal liabilities. The breakdown of the 1,240
headcount reduction recorded for the first three quarters of
2000 is: 1,100 from the distribution segment; 120 from the retail
segment; and 20 from support services.

Additionally, the strategic plan includes charges related to
lease obligations which will be utilized as operating units or
retail stores close, but ultimately reduced over remaining lease
terms ranging from 1 to 20 years.  The charges and utilization
have been recorded to-date as follows:

<TABLE>
<CAPTION>
     ($'s in thousands)           Amount
     ------------------          -------
     <S>                         <C>
     1998 Ending Liability       $27,716

     1999 Activity:
       Charge                    15,074
       Utilized                 (10,281)
                                -------
       Ending Liability          32,509

     2000 Quarter 1 Activity:
       Charge                     9,062
       Utilized                  (9,957)
                                -------
       Ending Liability          31,614

     2000 Quarter 2 Activity:
       Charge                     1,903
       Utilized                  (6,376)
                                -------
       Ending Liability          27,141

     2000 Quarter 3 Activity:
       Charge                     3,025
       Utilized                  (2,141)
                                -------
       Ending Liability         $28,025
                                =======
</TABLE>

Assets held for sale included in other current assets at the end
of the third quarter of 2000 were approximately $121 million,
consisting of $25 million of distribution operating units and $96
million of retail stores.

The pre-tax charge of the strategic plan in the third quarter of
1999 totaled $45 million.  After tax, the expense for the third
quarter of 1999 was $28 million or $.73 per share. The $45
million charge was included on several lines of the Consolidated
Condensed Statements of Operations for the third quarter of 1999
as follows: $3 million was included in cost of sales and was
primarily related to inventory valuation adjustments; $6 million
was included in selling and administrative expense as disposition
related costs recognized on a periodic basis; and the remaining
$36 million was included in the Impairment/restructuring charge
line. The $45 million charge consisted of the following
components:

     - Impairment of assets of $30 million. The impairment
       components were $14 million for goodwill and $16 million for
       other long-lived assets.  The goodwill charge of $14 million
       related to two retail acquisitions.

     - Restructuring charges of $6 million.  The restructuring
       charges consisted of severance related expenses to sell or close
       the New York and Pennsylvania retail chains. The restructuring
       charges also consisted of operating lease liabilities and
       professional fees incurred related to the restructuring process.

     - Other disposition and related costs of $9 million.  These
       costs consisted primarily of inventory valuation adjustments,
       impairment of an investment, disposition related costs recognized
       on a periodic basis and other costs.

The $45 million charge relates to the company's segments as
follows: $7 million relates to the distribution segment and $34
million relates to the retail segment with the balance relating
to support services expenses.

The pre-tax charge of the strategic plan for the first three
quarters of 1999 totaled $107 million.  After tax, the expense
for the first three quarters of 1999 was $72 million or $1.88 per
share. The $107 million charge was included on several lines of
the Consolidated Condensed Statements of Operations for the third
quarter of 1999 as follows: $16 million was included in cost of
sales and was primarily related to inventory valuation
adjustments; $12 million was included in selling and
administrative expense as disposition related costs recognized on
a periodic basis; and the remaining $79 million was included in
the Impairment/restructuring charge line. The $107 million charge
consisted of the following components:

     - Impairment of assets of $55 million.  The impairment
       components were $36 million for goodwill and $19 million for
       other long-lived assets. Of the goodwill charge of $36 million,
       $22 million related to the 1994 "Scrivner" acquisition with the
       remaining amount related to two retail acquisitions.

     - Restructuring charges of $24 million.  The restructuring
       charges consisted of severance related expenses and pension
       withdrawal liabilities for the Peoria distribution operating unit
       and Consumers, Boogaarts, New York and Pennsylvania retail
       chains.  The restructuring charges also consisted of operating
       lease liabilities and professional fees incurred related to the
       restructuring process.

     - Other disposition and related costs of $28 million.  These
       costs consist primarily of inventory valuation adjustments,
       impairment of an investment, disposition related costs recognized
       on a periodic basis and other costs.

The $107 million charge relates to the company's segments as
follows: $43 million relates to the distribution segment and $49
million relates to the retail segment with the balance relating
to support services expenses.

Asset impairments were recognized in accordance with SFAS No. 121
- Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of, and such assets were written down
to their estimated fair values based on estimated proceeds of
operating units to be sold or discounted cash flow projections.
The operating costs of operating units to be sold or closed are
treated as normal operations during the period they remain in
use.  Salaries, wages and benefits of employees at these
operating units are charged to operations during the time such
employees are actively employed.  Depreciation expense is
continued for assets that the company is unable to remove from
operations.

<PAGE>

Independent Accountants' Review Report


TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
FLEMING COMPANIES, INC.

We have reviewed the accompanying condensed consolidated balance
sheet of Fleming Companies, Inc. and subsidiaries as of September
30, 2000, and the related condensed consolidated statements of
operations for the 12 and 40 weeks ended September 30, 2000 and
October 2, 1999 and condensed consolidated statements of cash
flows for the 40 weeks ended September 30, 2000 and October 2,
1999.  These financial statements are the responsibility of the
company's management.

We conducted our reviews in accordance with standards established
by the American Institute of Certified Public Accountants.  A
review of interim financial information consists principally of
applying analytical procedures to financial data and of making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit
conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which
is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such
an opinion.

Based on our reviews, we are not aware of any material
modifications that should be made to such condensed consolidated
financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the
consolidated balance sheet of Fleming Companies Inc. and
subsidiaries as of December 25, 1999, and the related
consolidated statements of operations, shareholders' equity, and
cash flows for the year then ended (not presented herein); and in
our report dated February 18, 2000, we expressed an unqualified
opinion on those consolidated financial statements.  In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 25, 1999 is fairly
stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.


DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
October 18, 2000

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

General

In early 1998, the Board of Directors and senior management began
an extensive strategic planning process that evaluated all
aspects of Fleming's business.  With the help of a consulting
firm, the evaluation and planning process was completed late in
1998.  In December 1998, the strategic plan was approved and
implementation efforts began.

The strategic plan consists of the following four major initiatives:

- Consolidate distribution operations. The strategic plan
  initially included closing eleven operating units (El Paso, TX;
  Portland, OR; Houston, TX; Huntingdon, PA; Laurens, IA; Johnson
  City, TN; Sikeston, MO; San Antonio, TX; Buffalo, NY; an
  unannounced operating unit still to be closed; and an unannounced
  operating unit scheduled for 1999 closure, but due to increased
  cash flows from new business it will not be closed). Of the nine
  closings announced, all have been completed. Three additional
  closings were announced which were not originally part of the
  strategic plan bringing the total operating units to be closed to
  thirteen.  The closing of Peoria was added to the plan in the
  first quarter of 1999 when costs associated with continuing to
  service customers during a strike coupled with costs of reopening
  the operating unit made closing the operating unit an
  economically sound decision.  During the first quarter of 2000,
  the closings of York and Philadelphia were announced as part of
  an effort to grow in the northeast by consolidating distribution
  operations and expanding the Maryland facility. The York closing
  is complete, and the Philadelphia closing is in its final stages
  of closing.  The last full year of operations for the 13
  operating units closed or to be closed was in 1998 with sales
  totaling approximately $3.1 billion.  Most of these sales have
  been or are expected to be retained by transferring customer
  business to the company's higher volume, better utilized
  facilities.  The company believes that this consolidation process
  benefits customers with better product variety and improved
  buying opportunities.  The company has also benefited with better
  coverage of fixed expenses.  The closings result in savings due
  to reduced depreciation, payroll, lease and other operating
  costs, and the company begins recognizing these savings
  immediately upon closure. The capital returned from the
  divestitures and closings has been and will continue to be
  reinvested in the business.

- Grow distribution sales. Higher volume, better-utilized
  distribution operations represent an opportunity for sales
  growth. The improved efficiency and effectiveness of the
  remaining distribution operations enhances their competitiveness,
  and the company intends to capitalize on these improvements.

- Improve retail performance. This not only requires
  divestiture or closing of under-performing company-owned retail
  chains, but also requires increased investments in the retail
  concepts on which the company is focused.  As of year-end 1999,
  the strategic plan included the divestiture or closing of seven
  retail chains (Hyde Park, Consumers, Boogaarts, New York Retail,
  Pennsylvania Retail, Baker's(trademark) Oklahoma, and Thompson
  Food Basket(registered mark)). The sale of Baker's(trademark)
  Oklahoma as well as the divestiture or closing of Thompson Food
  Basket(registered mark) were not in the original strategic plan,
  but no longer fit into the current business strategy.  The last
  full year of operations for these seven chains was in 1998 with
  sales totaling approximately $844 million.  The sale or closing
  of these chains is substantially complete.

  On April 25, 2000, the company announced the evaluation of
  strategic alternatives for the remaining conventional retail
  chains (Rainbow Foods(registered mark), Baker's(trademark)
  Nebraska, Sentry(registered mark) Foods, and ABCO
  Foods(trademark)), including the potential sale of these
  operations. The evaluation was substantially completed in the
  third quarter with the decision to reposition certain retail
  operations into the Food 4 Less(registered mark) type value
  retail format.  The Rainbow Foods(registered mark) division
  has shown significant improvements in sales and earnings.
  Consequently, 40 of these stores will be retained and three
  stores sold or closed. The Minneapolis distribution center
  will be dedicated to supply the Rainbow Foods(registered mark)
  operation, with the supply of the division's independent
  retailers moved to the LaCrosse and Superior divisions. The
  company is in discussions to sell 53 ABCO Foods(trademark)
  stores to other retailers and expects that three will be
  converted to the value retail format. The company also plans
  to convert ten company-owned Sentry(registered mark) Foods
  stores to the value retail format and steps are being taken to
  sell the remaining 24 to existing and new distribution
  customers. The last full year of operations for ABCO
  Foods(trademark) and Sentry(registered mark) Foods was in 1999
  with sales totaling approximately $1,057 million. The company
  expects to retain a substantial level of the distribution
  business for the ABCO Foods(trademark) and Sentry(registered
  mark) Foods operations and expects to receive approximately
  $100 million in net cash proceeds from the sale of ABCO
  Foods(trademark) and Sentry(registered mark) Foods stores. The
  company is continuing to explore alternatives for the 16
  Baker's(trademark) Nebraska stores. The substantial completion
  of the evaluation of the company's conventional retail was the
  primary factor in a $72 million non-cash increase in the
  strategic plan charge during the third quarter of 2000.

- Reduce overhead and operating expenses. Overhead has been
  and will continue to be reduced through the company's low cost
  pursuit program which includes organization and process changes,
  such as a reduction in workforce through productivity
  improvements and elimination of work, centralization of
  administrative and procurement functions, and reduction in the
  number of management layers. The low cost pursuit program also
  includes other initiatives to reduce complexity in business
  systems and remove non-value-added costs from operations, such as
  reducing the number of SKU's, creating a single point of contact
  with customers, reducing the number of decision points within the
  company, and centralizing vendor negotiations. These initiatives
  are well underway and have resulted in reduced costs for the
  company which ultimately reflect improved profitability and
  competitiveness.

Implementation of the strategic plan is expected to continue
through 2000. This time frame accommodates the company's limited
resources and customers' seasonal marketing requirements.  The
sale or closing of certain conventional retail stores related to
the recent evaluation will continue into 2001.  Expenses relating
to the sale, closing, or conversion of these retail stores as
well as certain disposition related costs (which can only be
expensed when incurred) will continue beyond 2000.

The total pre-tax charge of the strategic plan is presently esti-
mated through 2000 at $1,031 million ($255 million cash and $776 mil-
lion non-cash). The plan originally announced in December 1998 had
an estimated pre-tax charge totaling $782 million. The result is an
increase in the estimate of the strategic plan of $249 million
($106 million cash and $143 million non-cash). The net increase
is due primarily to closing the Peoria, York and Philadelphia
divisions ($88 million); updating impairment amounts on the five
retail chains in the original plan ($18 million); the divestiture
or closing of the two chains not in the original plan ($38
million); decreasing costs related to a scheduled closing no
longer planned ($18 million); impairment amounts relating to the
recent evaluation of conventional retail ($76 million); and other
costs including those related to the company's low cost pursuit
program and centralization of administrative functions ($47
million).  Updating the impairment amounts was necessary as
decisions to sell, close, or convert additional operating units
were made.  Additionally, sales negotiations provided more
current information regarding the fair value on certain chains.
There were changes in the operating units to be divested or
closed since they no longer fit into the current business
strategy. Also, the cost of severance, relocation and other
periodic expenses related to the company's low cost pursuit
program and centralization of administrative functions has been
accrued as incurred. The pre-tax charge recorded to-date is
$1,016 million ($101 million in the third quarter of 2000, $46
million in the second quarter of 2000, $64 million in the first
quarter of 2000, $137 million in 1999, and $668 million recorded
in 1998). After tax, the expense for the first three quarters of
2000 was $125 million or $3.22 per share ($60 million or $1.53
per share for quarter three, $27 million or $.71 per share for
quarter two and $38 million or $.98 million per share for quarter
one).

Of the $101 million charge in the third quarter of 2000, $16
million will ultimately require cash expenditures.  The remaining
$85 million charge consisted of non-cash items.  The $101 million
charge consisted of the following components:

- Impairment of assets of $81 million. The impairment
  components were $3 million for goodwill and $78 million for other
  long-lived assets. All of the goodwill charge was related to an
  acquisition in May of 1999.

- Restructuring charges of $2 million.  The restructuring
  charges consisted primarily of severance related expenses due to
  the consolidation of certain administrative departments.  The
  restructuring charges also consisted of operating lease
  liabilities and professional fees incurred related to the
  restructuring process.

- Other disposition and related costs of $18 million. These
  costs consisted primarily of inventory valuation adjustments,
  disposition related costs recognized on a periodic basis and
  other costs.

The company recorded a net loss of $46 million, or $1.17 per
share, for the third quarter of 2000 and a net loss of $85
million, or $2.19 per share, for the first three quarters of
2000.  The after-tax effect of the strategic plan charge and one-
time items on the company's third quarter of 2000 was $61
million, or $1.56 per share, and $126 million, or $3.25 per share
for the first three quarters of 2000.  Excluding the strategic
plan charge and one-time items, the company would have recorded
net income of $15 million, or $.37 per share, for the third
quarter of 2000 and net income of $41 million, or $1.03 per
share, for the first three quarters of 2000.

Adjusted EBITDA.

Adjusted EBITDA for the third quarter of 2000 was $107 million
and $338 million for the first three quarters of 2000. That
represents a 10.2% increase in the third quarter and an 8.7%
increase in the first three quarters of 2000 compared to the same
time periods in 1999.  "Adjusted EBITDA" is earnings before
extraordinary items, interest expense, income taxes, depreciation
and amortization, equity investment results, LIFO provision and
one-time adjustments (e.g., strategic plan charges and specific
litigation charges).  Adjusted EBITDA should not be considered as
an alternative measure of the company's net income, operating
performance, cash flow or liquidity.  It is provided as
additional information related to the company's ability to
service debt; however, conditions may require conservation of
funds for other uses.  Although the company believes adjusted
EBITDA enhances a reader's understanding of the company's
financial condition, this measure, when viewed individually, is
not necessarily a better indicator of any trend as compared to
conventionally computed measures (e.g., net sales, net earnings,
net cash flows, etc.).  Finally, amounts presented may not be
comparable to similar measures disclosed by other companies.  The
following table sets forth the calculation of adjusted EBITDA:

<TABLE>
<CAPTION>
                        For the 12 weeks ended  For the 40 weeks ended
                           Sept 30,    Oct 2,    Sept 30,     Oct 2,
    (In millions)            2000       1999       2000        1999
  -----------------        --------    ------    --------     ------
  <S>                        <C>        <C>        <C>         <C>
  Net loss                   $(46)      $(14)      $(85)       $(41)
  Add back:
    Taxes on loss             (28)       (10)       (54)        (14)
    Depreciation/amortization  38         39        130         120
    Interest expense           40         37        131         127
    Equity investment results   2          2          6           8
    LIFO provision              1          3          6           9
                             ----       ----       ----        ----
        EBITDA                  7         57        134         209
  Add back non-cash strategic
   plan charges *              84         30         96          65
                             ----       ----       ----        ----
    EBITDA excluding non-cash
     strategic plan charges    91         87        230         274
  Add back strategic plan
   charges requiring cash      16         10        108          37
                             ----       ----       ----        ----
        Adjusted EBITDA      $107       $ 97       $338        $311
                             ====       ====       ====        ====
</TABLE>

   *   Excludes amounts for depreciation/amortization and
       equity investment results already added back.

The adjusted EBITDA amount represents cash flow from operations
excluding unusual or infrequent items.  In the company's opinion,
adjusted EBITDA is the best starting point when evaluating the
company's ability to service debt.  In addition, the company
believes it is important to identify the cash flows relating to
unusual or infrequent charges and strategic plan charges, which
should also be considered in evaluating the company's ability to
service debt.

Additional pre-tax expense relating to the strategic plan of
approximately $15 million is expected throughout the rest of 2000
as implementation of the strategic plan continues.  All of the
$15 million is expected to require cash expenditures. These
future expenses will consist primarily of severance, relocation,
real estate-related expenses and other costs expensed when
incurred.

The pre-tax charges relating to the strategic plan for 1999 and
1998 totaled $137 million and $668 million, respectively, and are
described in the Form 10-K for 1999 and the Form 10-K and Form 10-
K/A for 1998.

The expected benefit of the plan is improved earnings through
sales growth, cost reduction, more efficient working capital
management, and investment focused on the most productive assets.
Net earnings for 1999 excluding strategic plan charges and one-
time items ("adjusted earnings") was $43 million or $1.12 per
share.  Adjusted earnings for the first three quarters of 2000
was $15 million or $.37 per share for quarter three, $14 million
or $.35 per share for quarter two, and $12 million or $.30 per
share for quarter one, with earnings per share of $.52 expected
for the fourth quarter and total adjusted earnings per share of
$1.54 expected for 2000.  The company continues to expect annual
earnings per share to exceed $3.00 by the year 2003. Sales in the
distribution segment are also expected to increase.  Sales in the
retail segment will decrease due to the sale or closing of
certain conventional retail stores.

Results of Operations

Set forth in the following table is information regarding certain
components of earnings expressed as a percent of sales which are
referred to in the accompanying discussion:

<TABLE>
<CAPTION>
==============================================================================
                                             Sept 30,     Oct 2,
   For the 12-weeks ended                      2000        1999
------------------------------------------------------------------------------
   <S>                                        <C>        <C>
   Net sales                                  100.00 %   100.00 %

   Gross margin                                 9.22      10.37
   Less:
   Selling and administrative                   7.85       9.00
   Interest expense                             1.22       1.14
   Interest income                              (.19)      (.22)
   Equity investment results                     .06        .07
   Impairment/restructuring charge              2.54       1.12
------------------------------------------------------------------------------
   Total expenses                              11.48      11.11
------------------------------------------------------------------------------
   Loss before taxes                           (2.26)      (.74)
   Taxes on loss                                (.87)      (.30)
------------------------------------------------------------------------------
   Net loss                                    (1.39)%     (.44)%
==============================================================================
</TABLE>

<TABLE>
<CAPTION>
==============================================================================
                                              Sept 30,    Oct 2,
   For the 40-weeks ended                       2000      1999
------------------------------------------------------------------------------
   <S>                                        <C>        <C>
   Net sales                                  100.00 %   100.00 %

   Gross margin                                 9.09       9.88
   Less:
   Selling and administrative                   8.02       8.64
   Interest expense                             1.18       1.15
   Interest income                              (.23)      (.21)
   Equity investment results                     .05        .08
   Impairment/restructuring charge              1.32        .72
------------------------------------------------------------------------------
   Total expenses                              10.34      10.38
------------------------------------------------------------------------------
   Loss before taxes                           (1.25)      (.50)
   Taxes on loss                                (.49)      (.13)
------------------------------------------------------------------------------
   Net loss                                     (.76)%     (.37)%
==============================================================================
</TABLE>

Net sales.
Net sales for the third quarter (12 weeks) of 2000 increased by
$45 million, or more than 1%, to $3.3 billion from the same
period in 1999.  Year to date, net sales increased by $61
million, or less than 1%, to $11.1 billion from the same period
in 1999.

Net sales for the distribution segment increased by 7.8% for the
third quarter of 2000 to $2.6 billion compared to $2.4 billion in
1999. Year to date, net sales increased by 4.8% to $8.6 billion
compared to $8.2 billion in 1999. The increase in sales was due
primarily to new business added from independent retailers,
convenience stores, e-tailers, and supercenter customers. This
increase was partially offset by a loss of sales previously
announced from Randall's (in 1999).  Sales have also been
impacted by the planned closing and consolidation of certain
distribution operating units. Additionally, sales comparisons
were affected by the previously announced loss of sales to
United, which began during the second quarter of 2000. In 1999,
sales to Randall's and United accounted for less than 4% of the
company's sales.  The net increase in the distribution segment
sales is the largest in five years.

The distribution segment had strategic plan charges and one-time
items (e.g., gain on sale of facilities) that affected sales for
both years with no significant effect on total distribution sales.

Retail segment sales for the third quarter of 2000 decreased $142
million, or 17%, to $694 million from the same period in 1999.
Year to date, retail segment sales decreased $332 million, or
12%, in 2000 to $2.5 billion from the same period in 1999. The
decrease in sales was primarily due to the divestiture of under-
performing and non-strategic stores.  Decreases in same-store
sales of 3.5% for the third quarter and 4.1% year to date also
contributed to the sales decline. The decrease was offset
partially by sales from new stores opened since the third quarter
of 1999. As additional conventional retail stores are sold or
closed, sales will continue to decrease in the retail segment.

The difference in food price inflation for the company's product
mix was not significant in 2000 or 1999.

Gross margin.
Gross margin for the third quarter of 2000 decreased by $33
million, or 10%, to $303 million from $336 million for the same
period in 1999, and also decreased as a percentage of net sales
to 9.22% from 10.37% for the same period in 1999. Year to date,
gross margin decreased by $81 million, or 7%, to $1,011 million
from $1,092 million for the same period in 1999, and also
decreased as a percentage of net sales to 9.09% from 9.88% for
the same period in 1999. Excluding the strategic plan charges and
one-time items, gross margin for the third quarter of 2000
decreased by $28 million, or 8%, compared to the same period in
1999, and decreased as a percentage of net sales to 9.33% from
10.30% for the same period in 1999. Year to date, gross margin,
excluding the strategic plan charges and one-time items,
decreased by $51 million, or 5%, compared to the same period in
1999, and decreased as a percentage of net sales to 9.46% from
9.97% for the same period in 1999. The decrease in percentage to
net sales was due to a change in mix.  The sales of the
distribution segment represent a larger portion of total company
sales than the retail segment and the distribution segment has
lower margins as a percentage of sales versus the retail segment.

For the distribution segment on an adjusted basis, gross margin
as a percentage of gross distribution sales was down slightly for
both the third quarter and year-to-date periods of 2000 compared
to the same periods in 1999.  This was due to competitive pricing
actions and increased transportation costs which were partially
offset by the benefits of asset rationalization and the
centralization of procurement. For the retail segment on an
adjusted basis, gross margin as a percentage of net retail sales
improved significantly for both the third quarter and year-to-
date periods of 2000 compared to the same periods in 1999 due to
the divesting or closing of under-performing stores and the
centralization of procurement. The strategic plan charges and one-
time items increased in 2000 for both the third quarter and year
to date compared to the same periods in 1999. The increased
charges were primarily due to inventory valuation adjustments,
additional depreciation and amortization on assets to be disposed
of but not yet held for sale, and periodic costs recorded as
incurred such as recruiting and training.

Selling and administrative expenses.
Selling and administrative expenses for the third quarter of 2000
decreased by approximately $34 million, or 12%, to $258 million
from $292 million for the same period in 1999 and decreased as a
percentage of net sales to 7.85% for 2000 from 9.00% in 1999.
Year to date, selling and administrative expenses decreased by
$64 million, or 7%, to $892 million in 2000 from $956 million for
the same period in 1999 and decreased as a percentage of net
sales to 8.02% for 2000 from 8.64% in 1999.  Excluding the
strategic plan charges and one-time items, selling and
administrative expenses for the third quarter of 2000 decreased
by $41 million, or 14%, compared to the same period in 1999, and
decreased as a percentage of net sales to 7.43% from 8.81% for
the same period in 1999. Year to date, selling and administrative
expenses, excluding the strategic plan charges and one-time
items, decreased in 2000 by $75 million, or 8%, compared to the
same period in 1999, and decreased as a percentage of net sales
to 7.81% from 8.53% for the same period in 1999. The decreases
were due to asset rationalization, the company's low cost pursuit
program, and centralizing administrative functions, but also due
to a reduction in the significance of the retail segment. The
sales of the distribution segment represent a larger portion of
total company sales than the retail segment and the distribution
segment has lower selling and administrative expenses as a
percentage of sales versus the retail segment.

The strategic plan charges and one-time items were significantly
higher in both the third quarter and year-to-date periods of 2000
compared to the same periods in 1999.  The strategic charges were
primarily made up of moving and training costs associated with
the consolidation of the accounting and human resource functions.
The one-time items included impairment costs primarily relating
to the Rainbow Foods(registered mark) chain partly offset by net
litigation settlements.

For the distribution segment on an adjusted basis, selling and
administrative expenses as a percentage of net sales improved for
both the third quarter and year-to-date periods of 2000 compared
to the same periods in 1999 due to asset rationalization and the
centralization of administrative functions. For the retail
segment on an adjusted basis, selling and administrative expenses
as a percentage of retail sales decreased for both the third
quarter and year-to-date periods of 2000 compared to the same
periods in 1999 due to the divestiture or closing of under-
performing stores, the centralization of administrative
functions, and operating cost reductions. This was offset by
costs associated with closing certain retail stores.

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 $7 million for the third quarter
of 2000 and $5 million for the same period of 1999. Year to date,
credit loss expense was $19 million in 2000 and $18 million in
1999.

Operating earnings.
Operating earnings remained flat for the third quarter of 2000
compared to the same period of 1999 at $45 million and decreased
year to date to $119 million in 2000 from $137 million in 1999.
Excluding the strategic plan charges and one-time items,
operating earnings for the third quarter of 2000 increased by
approximately $13 million, or 28%, to $62 million from $49
million for the same period of 1999. Year to date, operating
earnings, excluding the strategic plan charges and one-time
items, increased by $24 million, or 15%, to $183 million in 2000
from $159 million for the same period of 1999.

Operating earnings for the distribution segment increased for the
third quarter of 2000 to $79 million from $69 million for the
same period of 1999 and increased year to date to $224 million in
2000 from $214 million in 1999. Excluding the strategic plan
charges and one-time items, operating earnings for the third
quarter of 2000 increased by $9 million, or 13%, to $79 million
from $70 million for the same period of 1999. Year to date,
operating earnings, excluding the strategic plan charges and one-
time items, increased by approximately $24 million, or 11%, to
$248 million in 2000 from $224 million for the same period of
1999. Operating earnings improved primarily due to the benefits
of consolidating distribution operating units, reducing costs,
centralizing certain procurement and administrative functions in
support services and improving sales. The strategic charges and
one-time items for the third quarter were slightly lower than the
prior year, but year to date were significantly higher than the
prior year.  The strategic charges were primarily made up of
inventory valuation adjustments, moving and training costs
associated with the consolidation of the accounting and human
resource functions, and additional depreciation and amortization
on assets to be disposed of but not yet held for sale.  The one-
time items were gains on sales of facilities in both years.

Operating earnings for the retail segment increased by $2 million
to $6 million for the third quarter of 2000 from $4 million for
the same period of 1999. Year to date, operating earnings
increased $14 million to $35 million in 2000 from $21 million in
1999. Excluding the strategic plan charges and one-time items,
operating earnings increased by approximately $13 million to $19
million in the third quarter of 2000 from $6 million for the same
period of 1999 and increased by approximately $27 million year to
date to $58 million in 2000 and $31 million in 1999. Operating
earnings were improved primarily by divesting or closing under-
performing chains and centralizing certain administrative
functions in support services. The strategic charges were
primarily made up of inventory valuation adjustments and moving
costs.  The one-time items were primarily impairment costs
relating to an on-going chain.

Support services expenses increased in the third quarter of 2000
compared to the same period of 1999 by $12 million to $40 million
from $28 million. Year to date, support services expenses
increased by $42 million to $140 million in 2000 from $98 million
in 1999. Excluding the strategic plan charges and one-time items,
support services expenses increased by approximately $10 million
to $37 million in the third quarter of 2000 from $27 million for
the same period of 1999 and increased by $27 million year to date
to $123 million in 2000 from $96 million in 1999. The increase in
expense was primarily due to centralizing certain procurement and
administrative functions from the distribution and retail
segments. Strategic plan charges were higher in 2000 due to
moving and training expenses associated with the centralization
of the procurement and administrative functions.  One-time items
resulted in 2000 from net litigation settlements.

Interest expense.
Interest expense for the third quarter of 2000 of $40 million was
$3 million higher than the same period in 1999 due primarily to
higher average debt balances and higher average interest rates.
Year to date, interest expense of $132 million in 2000 was $4
million higher in 2000 compared to the same period in 1999 due
primarily to higher average debt balances.

Interest income.
Interest income of $6 million for the third quarter of 2000 was
$1 million lower than the same period of 1999 due primarily to
lower average balances of notes receivable and direct financing
lease receivables. Year to date, interest income of $25 million
in 2000 was $2 million higher than the same period in 1999 due
primarily to a tax refund receivable.

Equity investment results.
The company's portion of operating losses from equity investments
remained unchanged at $2 million for the third quarter of 2000
compared to the same period of 1999.  Year to date, equity
investment results has improved by approximately $2 million to $6
million in 2000 from $8 million in 1999.

Impairment/restructuring charge.
The pre-tax charge recorded in the Consolidated Condensed
Statements of Operations (associated with the implementation of
the company's strategic plan announced in 1998) was $101 million
for the third quarter of 2000 compared to $46 million for the
same period of 1999. The $101 million charge in 2000 was recorded
with $83 million reflected in the Impairment/restructuring charge
line and the balance reflected in other financial statement
lines. The $46 million charge in 1999 was recorded with $36
million reflected in the Impairment/restructuring charge line and
the balance reflected in other financial statement lines.

Year to date, the pre-tax charge was $211 million for 2000
compared to $107 million for the same period of 1999. The $211
million charge in 2000 was recorded with $147 million reflected
in the Impairment/restructuring charge line and the balance
reflected in other financial statement lines. The $107 million
charge in 1999 was recorded with $79 million reflected in the
Impairment/restructuring charge line and the balance reflected in
other financial statement lines.  See "General" above and Note 9
in the notes to the consolidated condensed financial statements
for further discussion regarding the strategic plan.

Taxes on income.
The effective tax rates for the 40 weeks of 2000 and 1999 were
39.1% and 25.9%, respectively. These were both blended rates
taking into account operations activity, strategic plan activity,
write-offs of non-deductible goodwill and the timing of these
items during the year.  The tax amount for the third quarter of
both years was derived using the 40 week tax amount with that
year's estimated effective tax rate compared to the tax amount
recorded for the first 28 weeks of the year.

Certain accounting matters.
The Financial Accounting Standards Board issued SFAS No. 133 -
Accounting for Derivative Instruments and Hedging Activities
("SFAS No. 133").  SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and is effective
for 2001.  The company will adopt SFAS No. 133 by the required
effective date.  The company has appointed an implementation team
to study the potential impact and review written policies
regarding hedge accounting within a set timeframe.  The company
presently believes there will not be a significant impact on its
financial statements from adopting the new standard.

In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101 - Revenue Recognition ("SAB No.
101").  SAB No. 101 provides guidance on recognition,
presentation, and disclosure of revenue in financial statements.
SAB No. 101 is effective no later than the fourth quarter of
2000. The company currently believes the implementation of SAB
No. 101 may have an impact on the classification of net sales and
cost of goods sold, but no material impact on earnings.

Other.
Costs relating to the implementation of the strategic plan have
negatively affected earnings in the first 40-weeks of 2000 and
are likely to continue for the near term at a reduced amount.
Cash expended relating to the strategic plan is currently
estimated at $129 million in 2000 and $32 million in 2001.

Liquidity and Capital Resources

In the three quarters ended September 30, 2000, the company's
principal sources of liquidity were cash flows from operating
activities, borrowings under the company's credit facility, and
the sale of certain assets.  The company's principal sources of
capital, excluding shareholders' equity, during this period were
banks and lessors.

Net cash provided by operating activities.
Operating activities generated $27 million of net cash flows for
the three quarters ended September 30, 2000 compared to $161
million for the same period in 1999.  Included in 2000 were $267
million of gross cash flows from operations, $107 million of
strategic plan related expenditures, and $5 million used for a
net increase in working capital. Also included were $128 million
of changes primarily related to other assets and other
liabilities for timing differences for certain accrued and
prepaid expenses.

Cash requirements related to the implementation and completion of
the strategic plan (on a pre-tax basis) are expected to be $22
million for the fourth quarter of 2000, or a total of $129
million for the full year.  Cash expenditures for these charges
(on a pre-tax basis) are expected to be $32 million in 2001 and
$21 million in 2002.  Cash requirements for the strategic plan
have begun to decrease significantly compared to the first three
quarters of 2000.  Management believes working capital
reductions, proceeds from asset sales, increased earnings related
to the successful implementation of the strategic plan, and tax
savings will provide more than adequate cash flows to cover all
of these costs.

Net cash used in investing activities.
Investment-related activity resulted in $7 million of net cash
investments for the three quarters ended September 30, 2000
compared to a $174 million use of funds in the same period of
1999.  In 2000, capital expenditures and investment for acquired
businesses were almost entirely offset by cash provided by asset
sales, collections on notes receivable and other investing-
related activities. Capital expenditures and investment for
acquired businesses totaled $110 million for the first three
quarters of 2000 compared to $201 million for the same period of
1999.

Net cash provided by financing activities.
Net cash provided by financing activities was $22 million for the
three quarters ended September 30, 2000 compared to $47 million
net cash provided for the same period last year.  In 2000, long-
term debt decreased by a net amount of $36 million while capital
lease obligations increased by a net amount of $5 million, which
included $15 million in principal payments for capital leases.

At the end of the third quarter of 2000, outstanding loans and
letters of credit under the credit facility totaled $163 million
in term loans, $362 million in revolver loans, and $46 million in
letters of credit.  Based on actual borrowings and letters of
credit issued, the company could have borrowed an additional $192
million under the revolver.

On April 25, 2000, the company announced the evaluation of
strategic alternatives for the remaining conventional retail
chains which was substantially completed in the third quarter
with the decision to reposition certain retail operations into
the Food 4 Less(registered mark) type value format. The company
is also in discussions to sell 53 ABCO Foods(trademark) stores
and 24 Sentry(registered mark) Foods stores to other retailers.
The company expects to retain a substantial level of the
distribution business for these operations and expects to receive
approximately $100 million in net cash proceeds from the sale of
ABCO Foods(trademark) and Sentry(registered mark) Foods stores.
Any net cash flows from such sales could be used to prepay debt
or help to finance business investment. The company is continuing
to explore alternatives for the 16 Baker's(trademark) Nebraska
stores.

For the foreseeable future, the company's principal sources of
liquidity and capital are expected to be cash flows from
operating activities, the company's ability to borrow from banks
and other lenders, and asset sale proceeds.  In addition, lease
financing may be employed for new retail stores and certain
equipment.  Management believes these sources will be adequate to
meet working capital needs, capital expenditures, expenditures
for acquisitions (if any), strategic plan implementation costs
and other capital needs for the next 12 months.  Management also
believes these sources will be adequate to provide for the
redemption of the $300 million of senior notes which mature on
December 15, 2001.

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 financial
condition or prospects of the company. Also see Legal Proceedings.

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 projections and assumptions which may
prove to have been inaccurate, including expectations for years
2000 and beyond, the company's ability to successfully achieve
the goals of its strategic plan and continue 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 expand portions of its business or enter new
facets of its business; and the company's expectations regarding
the proceeds from asset sales and adequacy of capital and
liquidity.  The management of the company has prepared the
financial projections and other forward-looking statements
included in this document on a reasonable basis, and such
projections and statements reflect the best estimates and
judgments currently available and present, to the best of
management's knowledge and belief, the expected course of action
and the expected future financial performance of the company.
However, this information is not fact and should not be relied
upon as necessarily indicative of future results, and readers of
this document are cautioned not to place undue reliance on the
projected financial information or other forward-looking
information.  The projections were not prepared with a view to
compliance with the guidelines established by the American
Institute of Certified Public Accountants regarding projections.
These projections, 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
risks associated with the successful execution of the company's
strategic business plan; adverse effects of labor disruptions;
adverse effects of the changing industry environment and
increased competition; sales declines and loss of customers;
disruption caused by exploration of strategic alternatives
regarding conventional retail; adverse results in pending or
threatened litigation and legal proceedings, and exposure to
other contingent losses; failure of the company to achieve
necessary cost savings; 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 Annual Report on Form 10-K for the fiscal year ended
December 25, 1999 and in other periodic reports available from
the Securities and Exchange Commission.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

No material change has occurred since year-end 1999.  See Item
7A. Quantitative and Qualitative Disclosures about Market Risk in
the company's Annual Report on Form 10-K for the fiscal year
ended December 25, 1999.

                  PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Set forth in Note 6 in the notes to the consolidated condensed
financial statements, which information is incorporated herein by
reference, is information regarding certain litigation involving
the company.

Welsh.  In April 2000, the operators of two grocery stores in Van Horn
and Marfa, Texas filed an amended complaint in the United States
District Court for the Western District of Texas, Pecos Division (Welsh
v. Fleming Foods of Texas, L.P.).  The amended complaint alleges product
overcharges, breach of contract, fraud, conversion, breach of fiduciary
duty, negligent misrepresentation, and breach of the Texas Deceptive
Trade Practices Act.  The amended complaint seeks unspecified actual
damages, punitive damages, attorneys' fees and prejudgment and post-
judgment interest.  Pursuant to the order of the Judicial Panel on
Multidistrict Litigation, the Welsh case has been transferred to the
Western District of Missouri for pre-trial proceedings.  No trial date
has been set in this case.

From time to time, the company is a party to litigation in which
claims against the company are made by present and former customers,
sometimes in situations involving financially troubled or failed
customers.  Except as noted in this report, the company does not
believe that any such claim will result in a material adverse
effect on the company.

ITEM 6.  Exhibits and Reports on Form 8-K

(a) Exhibits:

    Exhibit Number
    --------------
    10.74*   Form of Indemnification Agreement for Directors

    10.75*   Form of Indemnification Agreement for Executive Officers

    12       Computation of Ratio of Earnings to Fixed Charges

    15       Letter from Independent Accountants as to Unaudited
             Interim Financial Information

    27       Financial Data Schedule
---------------
     *  Management contract, compensatory plan or arrangement.

(b) Reports on Form 8-K:

     On October 18, 2000, pursuant to Item 5, the company
     announced its net earnings for the third quarter 2000, which
     included a strategic plan pre-tax charge of $101 million,
     primarily related to the completion of the recent strategic
     evaluation of the conventional retail stores.

<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 13, 2000       NEAL J. RIDER
                              Neal J. Rider
                              Executive Vice President,
                              Chief Financial Officer

<PAGE>
<TABLE>
                             EXHIBIT INDEX
<CAPTION>
Exhibit
Number   Description                        Method of Filing
-------  -----------                        ----------------
<S>      <C>                                <C>
10.74    Form of Indemnification Agreement  Filed herewith electronically
         for Directors

10.75    Form of Indemnification Agreement  Filed herewith electronically
         for Executive Officers

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

15       Letter from Independent            Filed herewith electronically
         Accountants as to Unaudited
         Interim Financial Information

27       Financial Data Schedule            Filed herewith electronically
</TABLE>