May 20, 1999



HAND DELIVERY

William J. Dowd


Dear Bill:

As we have just discussed, we have decided, with the concurrence of
the Board, to request your resignation as an associate and officer
of the Company.  We appreciate all your efforts since you came to
Fleming, but simply believe a change needs to be made.  Your
separation will be effective as of the close of business today.

This letter outlines the severance package Fleming is offering you
and, along with the attached General Release, will also reflect our
agreement if you decide to accept this package.  This is, of
course, an individualized severance package for you.  We think it
is appropriate and fair under all the circumstances.  We hope you
will agree.

The terms of your severance package are as follows:

1.    Salary Replacement.  The Company will pay you salary
replacement in the gross amount of two (2) years' base salary,
payable in equal installments without regard to whether you have
obtained new employment.  The first installment will be paid on the
Company's first regular payday after you return executed copies of
this letter agreement and the General Release referenced hereafter
or seven (7) days following that return date, whichever is later.
The remaining installments will be paid throughout the two year
period on the Company's regular paydays.

2.    Bonus Potential.  If the Company determines at the conclusion
of 1999 that you would otherwise have been eligible for a 1999
bonus under the Fleming Companies, Inc. Corporate Officer Incentive
Plan (the "Bonus Plan"), the Company will pay you a gross amount
equal to the pro rated portion of the bonus you would have earned
under the Bonus Plan between January 1, 1999 through May 20, 1999.
 This payment, if any, will be made in calendar year 2000
contemporaneously with the payment of bonuses under the Bonus Plan,
if any, to other eligible Fleming corporate officers.

3.    Accrued Vacation.  The Company will pay you for 1999 vacation
accrued as of January 1, 1999 and not used.  You will receive this
in a lump sum with the first installment of your salary
replacement.

4.    "COBRA Premium" Replacement.  You have the right pursuant to
COBRA to continued coverage under the Fleming Companies, Inc.
Health Choice Plan (the "Medical Plan").  The Company will pay you
a "COBRA premium" replacement in the amount of eighteen (18) times
the monthly COBRA premium for your current level of coverage under
the Medical Plan, plus a "gross up" to offset income taxes, FICA
and any other payroll taxes.  You will receive this payment in a
lump sum with the first installment of your salary replacement.

5.    Automobile.  The Company will transfer title to you of the
automobile which you have been driving in connection with Company
business seven (7) days after you return executed copies of the
letter agreement and General Release.

6.    Reimbursement of Relocation Costs.  The Company will
reimburse you for costs you may incur in the twelve (12) months
following your separation in connection with relocating your family
members and personal possessions from your current residence to a
residence outside a 75 mile radius of Oklahoma City, Oklahoma in
order to accept new employment, provided that your next employer
does not regularly pay for these types of relocation expenses for
new executive-level employees and provided that such relocation
costs are reasonable and would be reimbursed to Fleming associates
under the Company's reimbursement practices regarding personal
travel expenses to the new destination and household goods shipment
expenses.  This reimbursement will be paid within thirty (30) days
after you submit vouchers representing the payment of these
relocation costs to the Company.

7.    Outplacement.  The Company will provide you with a "Level
One" executive outplacement package with James Farris & Associates.
 If you prefer to use a different outplacement firm, the Company
will pay that firm a reasonable fee (up to 15% of your annual base
salary) for whatever substitute outplacement package you may
select.

8.    Taxes.  Unless otherwise noted, any payments and benefits
which are subject to federal and state income tax withholding, FICA
and other payroll taxes will be reduced by those amounts by the
Company.

9.    General Release.  You will execute the General Release which
is attached and return it, along with the executed copy of this
letter agreement, within twenty-one (21) days of the date you
receive this letter.  You will also agree not to attempt to revoke
or rescind the General Release at any time in the future or
commence any action against Fleming in regard to your prior
employment relationship.  By signing this letter, you are
representing to the Company that you fully understand the General
Release and will have had an opportunity to seek legal advice
regarding the General Release and the agreement proposed by this
letter, if you desire to do so, before signing it.  You are also
representing to the Company that between the date of this letter
and the date you sign the General Release, you have not commenced
any charge, action or complaint with any court or with the Equal
Employment Opportunity Commission, the United States or Oklahoma
Departments of Labor or with any other judicial or administrative
agency in regard to your employment relationship or any matters
arising out of that relationship. Finally, you are representing to
the Company that you fully understand that any such filing or
commencement shall constitute a rejection by you of the Company's
severance package offered in this letter.

10.    Continued Litigation Assistance.  You will continue to
cooperate with and assist the Company and its representatives and
attorneys as requested with respect to any litigation, arbitrations
or other dispute resolutions by being available for interviews,
depositions and/or testimony in regard to any matters in which you
are or have been involved or with respect to which you have
relevant information.  The Company will reimburse you for
reasonable expenses you may incur for travel in connection with
this obligation.

11.    Future Employment and Confidentiality of Information.
Except with the prior written consent of the Company, during the
period you are receiving salary replacement installments from the
Company under paragraph 1, you will not be employed by or otherwise
act on behalf of an entity which competes with the Company in the
food distribution or marketing business.  Except with the prior
written consent of the Company, you will not at any time in the
future be employed or otherwise act as an expert witness or
consultant or in any similar capacity in any litigation,
arbitration, regulatory or agency hearing or other adversarial or
investigatory proceeding involving Fleming.  Also, except with the
prior written consent of the Company, you will not at any time
hereafter make any independent use of or disclose to any other
person or organization any of the Company's confidential,
proprietary information or trade secrets.  This shall apply to any
information concerning Fleming which is of a special and unique
value and includes, without limitation, both written and unwritten
information relating to operations; business planning and
strategies; litigation strategies; finance; accounting; sales;
personnel, salaries and management; customer names, addresses and
contracts; customer requirements; costs of providing products and
service; operating and maintenance costs; and pricing matters.
This shall also apply to any trade secrets of the Company the
protection of which is of critical importance to Fleming and
includes, without limitation, techniques, methods, processes, data
and the like.  This commitment of confidentiality shall also apply
to the terms of this severance package, except for discussions with
your spouse, your personal attorney and/or accountants, or as
needed to enforce our agreement.  Any disclosure by such
individuals shall be deemed a disclosure by you and shall have the
same consequences as a breach of our agreement directly by you.

12.    Preserving Company Name.  You will not at any time in the
future defame, disparage or make statements which could embarrass
or cause harm to the Company's name and reputation or the names and
reputation of any of its officers, directors or representatives, to
the Company's current, former or prospective vendors, customers,
professional colleagues, industry organizations, associates or
contractors, to any governmental or regulatory agency or to the
press or media.

13.    Forfeiture.  The continued payment by the Company and
retention by you of any payments to be made or benefits provided
under this letter agreement shall be contingent not only on your
execution of the General Release described in paragraph 9, but also
on your on-going compliance with your other obligations under our
agreement, including your commitments in paragraphs 10, 11 and 12.
 Breach of your obligations at any time in the future shall entitle
the Company to cease all payments to be made or benefits provided
under this letter agreement and shall entitle the Company to
immediate reimbursement from you of any payments you have
previously received.

14.    Indemnification and Insurance.  The Company shall hereafter
indemnify you and hold you harmless in the same manner as it would
any other key management associate of the Company with respect to
acts or omissions occurring prior to your separation from employment.
In addition, for a period of at least five years following your
separation from employment, the Company shall cover you under any
Directors and Officers liability insurance policy which may be in
effect covering acts or omissions occurring prior to the
termination of your employment to the same extent it provides such
coverage for directors and officers of the Company at that time.

15.    Arbitration.  You and the Company agree that your employment
and this severance package relate to interstate commerce, and that
any disputes, claims or controversies between you and Fleming which
may arise out of or relate to our prior employment relationship or
this letter agreement shall be settled by arbitration.  Our
agreement to arbitrate shall survive the termination or rescission
of this letter agreement.  Any arbitration shall be in accordance
with the Rules of the American Arbitration Association and shall be
undertaken pursuant to the Federal Arbitration Act.  Arbitration
will be held in Oklahoma City, Oklahoma unless we mutually agree on
another location.  The decision of the arbitrator(s) will be
enforceable in any court of competent jurisdiction.  The
arbitrator(s) may award costs and attorneys' fees in connection
with the arbitration to the prevailing party; however, in the
arbitrator's(s') discretion, each party may be ordered to bear
its/his own costs and attorneys' fees.  We agree that punitive,
liquidated or indirect damages shall not be awarded by the
arbitrator(s).  Nothing in this agreement to arbitrate, however,
shall preclude the Company from obtaining injunctive relief from a
court of competent jurisdiction prohibiting any on-going breaches
by you of your continuing obligations under paragraphs 9, 10, 11 or
12 of this letter agreement pending arbitration.

The agreement of you and the Company, in the event you execute this
letter, will be in consideration of the mutual promises described
above.  Also, this letter and the General Release will constitute
the entire agreement between you and Fleming with respect to your
separation from employment and your severance package.

Please contact me if you have any questions about the severance
package.  I will need to know your decision no later than the close
of business twenty-one (21) days from the date you receive this
letter.

Very truly yours,


MARK S. HANSEN
Mark S. Hansen
Chairman and Chief Executive Officer

DELIVERED BY:

MARK S. HANSEN
Mark S. Hansen
Signature


Date  May 20, 1999


ACCEPTED AND AGREED TO BY:

WILLIAM J. DOWD
William J. Dowd


Date  June 17, 1999
<PAGE>

    NOTICE.  Various state and federal laws, including Title VII of
the Civil Rights Act of 1964, the Age Discrimination in Employment
Act, the Americans with Disabilities Act, the Employee Retirement
Income Security Act and the Veterans Reemployment Rights Act (all
as amended from time to time), prohibit employment discrimination
based on sex, race, color, national origin, religion, age,
disability, eligibility for covered employee benefits or veteran
status.  These laws are enforced through the Equal Opportunity
Employment Commission (EEOC), United States Department of Labor and
various state or municipal fair employment boards, human rights
commissions or similar agencies.

    This General Release is being provided to you in connection
with the special, individualized severance package outlined in a
proposed letter agreement dated May 20, 1999.  The federal Older
Worker Benefit Protection Act requires that you have at least
twenty-one (21) days, if you want it, to consider whether you wish
to sign a release such as this one in connection with a special,
individualized severance package.  You have until the close of
business twenty-one (21) days from the date you receive the May 20,
1999 letter and this General Release to make your decision.  You
may accept the special, individualized severance package at any
time during that period.  BEFORE EXECUTING THIS GENERAL RELEASE YOU
SHOULD REVIEW IT AND THE PROPOSED LETTER AGREEMENT CAREFULLY AND
CONSULT WITH YOUR ATTORNEY.

    You may revoke this General Release within seven (7) days after
you sign it and it shall not become effective or enforceable until
that revocation period has expired.  If you do not accept the
severance package and sign and return this General Release within
twenty-one (21) days, or if you exercise your right to revoke the
General Release after signing it, you will not be eligible for the
special, individualized severance package.  Any revocation must be
in writing and must be received by Fleming Companies, Inc.,
Attention: Dee Jerome, 6301 Waterford Blvd., Oklahoma City, OK
73126, within the seven-day period following your execution of this
General Release.
<PAGE>

                              GENERAL RELEASE

    In consideration of the special, individualized severance
package offered to me by Fleming Companies, Inc. and the separation
benefits I will receive as reflected in a letter dated May 20, 1999
(the "Letter Agreement"), I release and discharge Fleming
Companies, Inc. and its successors, affiliates, parent,
subsidiaries, partners, employees, officers, directors and agents
(hereinafter referred to collectively as the "Company") from all
claims, liabilities, demands and causes of action, known or
unknown, fixed or contingent, which I may have or claim to have
against the Company, including any claims arising out of or
relating to my past employment with the Company and the severance
of that relationship, as well as my decision to accept the
separation benefits described in the Letter Agreement, and do
hereby covenant not to file a lawsuit or commence any other legal
action to assert such claims.  This includes but is not limited to
claims arising under federal, state, or local laws prohibiting
employment discrimination (including the Age Discrimination in
Employment Act), relating to any prior written, oral or implied
contracts pertaining to employment, severance or retirement or
growing out of any legal or equitable restrictions on the Company's
rights not to continue an employment relationship with its
employees, but not to include any claims under the Employee
Retirement Income Security Act with regard to vested rights in any
of the Company's qualified retirement plans.

    I have carefully reviewed and fully understand all the
provisions of the Letter Agreement, the foregoing Notice and this
General Release, which set forth the entire agreement between me
and the Company.

    I understand that my receipt of the separation benefits under
the Letter Agreement is dependent on my execution of this General
Release, upon my return to the Company of any Company property
within my possession or control and upon my continued cooperation
in providing information necessary for transition and maintenance
of the Company's ongoing business.  I also understand that my
receipt and retention of the separation benefits are also
contingent on my continued nondisclosure of the Company's
confidential information, including the terms of my severance
package, and that prohibited disclosure of information or any
future defamation, disparaging remarks or statements by me to any
third parties, other associates or the media which could embarrass
or cause harm to the Company's name and reputation or to the name
and reputation of its officers, directors or representatives shall
entitle the Company to reimbursement or retention of any separation
benefits I have received or may receive.

    I acknowledge that the Company has given me a 21-day period to
consider this General Release and whether to accept the special,
individualized severance package, and that the Company has advised
me to seek independent legal advice as to these matters if I chose
to do so.  I further acknowledge that I have not relied upon any
representation or statement, oral or written, by the Company not
set forth in those materials and documents.

    DATED this 17th day of June, 1999.

                                             WILLIAM J. DOWD
(Print Name)                                 William J. Dowd


(Print Name)                                 Witness