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 July 11, 1998

                                         OR

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

For the transition period from ____________ to _____________

Commission file number  1-8140

                               FLEMING COMPANIES, INC.
               (Exact name of registrant as specified in its charter)
 
                OKLAHOMA                              48-0222760
         (State or other jurisdiction of          (I.R.S. Employer 
         incorporation or organization)          Identification No.)

   6301 Waterford Boulevard, Box 26647
         Oklahoma City, Oklahoma                       73126
 (Address of principal executive offices)            (Zip Code)

                                    (405) 840-7200
                (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was 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 August 7, 1998 is as follows:

                  Class                           Shares Outstanding
     Common stock, $2.50 par value                    38,409,000
<PAGE>
                                        INDEX

                                                                 Page
                                                                Number
Part I.  FINANCIAL INFORMATION:

  Item 1.  Financial Statements

             Consolidated Condensed Statements of Earnings -
               12 Weeks Ended July 11, 1998,
               and July 12, 1997

             Consolidated Condensed Statements of Earnings -
               28 Weeks Ended July 11, 1998,
               and July 12, 1997

             Consolidated Condensed Balance Sheets -
               July 11, 1998, and December 27, 1997

             Consolidated Condensed Statements of Cash Flows -
               28 Weeks Ended July 11, 1998,
               and July 12, 1997

             Notes to Consolidated Condensed Financial Statements

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

Part II. OTHER INFORMATION:

Item 1.  Legal Proceedings

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

Signatures
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
Consolidated Condensed Statements of Earnings
For the 12 weeks ended July 11, 1998, and July 12, 1997
(In thousands, except per share amounts)
<CAPTION>
                                            1998          1997
                                            ----          ----
<S>                                      <C>           <C>
Net sales                                $3,505,943    $3,550,654

Costs and expenses:
  Cost of sales                           3,158,295     3,219,989
  Selling and administrative                290,941       274,878
  Interest expense                           35,861        36,223
  Interest income                            (8,308)      (10,940)
  Equity investment results                   3,248         3,239
  Litigation charge                           2,216             -
                                         ----------    ----------
    Total costs and expenses              3,482,253     3,523,389
                                         ----------    ----------
Earnings before taxes                        23,690        27,265
Taxes on income                              10,051        14,450
                                         ----------    ----------
Net earnings                             $   13,639    $   12,815
                                         ==========    ==========

Basic and diluted net earnings per share       $.36          $.34
Dividends paid per share                       $.02          $.02
Weighted average shares outstanding:
     Basic                                   37,859        37,804
     Diluted                                 38,027        37,829
------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
Consolidated Condensed Statements of Earnings
For the 28 weeks ended July 11, 1998, and July 12, 1997
(In thousands, except per share amounts)
<CAPTION>
                                            1998            1997
                                            ----            ----
<S>                                      <C>            <C>
Net sales                                $8,073,069     $8,302,685

Costs and expenses:
  Cost of sales                           7,276,177      7,539,338
  Selling and administrative                662,370        638,594
  Interest expense                           87,063         85,045
  Interest income                           (19,613)       (25,294)
  Equity investment results                   6,837          7,317
  Litigation charge                           5,170         19,218
                                         ----------     ----------
    Total costs and expenses              8,018,004      8,264,218
                                         ----------     ----------
Earnings before taxes                        55,065         38,467
Taxes on income                              26,156         20,388
                                         ----------     ----------
Net earnings                             $   28,909     $   18,079
                                         ==========     ==========

Basic and diluted net earnings per share       $.76           $.48
Dividends paid per share                       $.04           $.04
Weighted average shares outstanding:
     Basic                                   37,828         37,802
     Diluted                                 37,996         37,818
------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
Consolidated Condensed Balance Sheets
(In thousands)
<CAPTION>
                                           July 11,       December 27,
Assets                                       1998             1997
                                             ----             ----
<S>                                     <C>               <C>
Current assets:
  Cash and cash equivalents             $   21,974        $   30,316
  Receivables                              416,607           334,278
  Inventories                              984,644         1,018,666
  Other current assets                      95,383           111,730
                                        ----------        ----------
    Total current assets                 1,518,608         1,494,990
Investments and notes receivable           136,751           150,221
Investment in direct financing leases      197,101           201,588

Property and equipment                   1,627,055         1,598,786
  Less accumulated depreciation
   and amortization                       (697,146)         (648,943)
                                        ----------        ----------
Net property and equipment                 929,909           949,843
Other assets                               193,209           164,295
Goodwill                                   945,679           963,034
                                        ----------        ----------
Total assets                            $3,921,257        $3,923,971
                                        ==========        ==========

Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable                      $  860,185        $  831,339
  Current maturities of long-term debt      41,418            47,608
  Current obligations under capital leases  22,183            21,196
  Other current liabilities                240,521           254,454
                                        ----------        ----------
    Total current liabilities            1,164,307         1,154,597
Long-term debt                           1,092,473         1,127,311
Long-term obligations under
 capital leases                            366,965           367,068
Deferred income taxes                       65,646            61,425
Other liabilities                          103,384           123,898

Commitments and contingencies

Shareholders' equity:
  Common stock, $2.50 par value per share   96,313            95,660
  Capital in excess of par value           509,063           504,451
  Reinvested earnings                      564,168           536,792
  Accumulated other comprehensive income:
    Cumulative currency translation 
     adjustment                                  -            (4,922)
    Additional minimum pension liability   (37,715)          (37,715)
                                        ----------        ----------
      Accumulated other comprehensive
       income                              (37,715)          (42,637)
    Less ESOP note                          (3,347)           (4,594)
                                        ----------        ----------
Total shareholders' equity               1,128,482         1,089,672
                                        ----------        ----------
Total liabilities and shareholders'
 equity                                 $3,921,257        $3,923,971
                                        ==========        ==========
</TABLE>

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

<TABLE>
Consolidated Condensed Statements of Cash Flows
For the 28 weeks ended July 11, 1998, and July 12, 1997
(In thousands)
<CAPTION>
                                            1998            1997
                                            ----            ----
<S>                                      <C>             <C>
Cash flows from operating activities:
  Net earnings                           $ 28,909        $ 18,079
  Adjustments to reconcile net earnings
   to net cash provided by operating
   activities:
    Depreciation and amortization          98,226          98,625
    Credit losses                           7,914          11,235
    Deferred income taxes                  11,331          (8,101)
    Equity investment results               6,837           7,317
    Consolidation and restructuring 
     reserve activity                      (4,623)         (2,144)
    Change in assets and liabilities, 
     excluding effect of acquisitions:
      Receivables                         (92,934)          5,300
      Inventories                          34,022         120,583
      Accounts payable                     28,846        (192,448)
      Other assets and liabilities        (18,860)           (925)
    Other adjustments, net                 (4,310)         (2,220)
                                         --------        --------
      Net cash provided by operating
       activities                          95,358          55,301
                                         --------        --------

Cash flows from investing activities:
  Collections on notes receivable          25,845          32,536
  Notes receivable funded                 (15,280)        (24,859)
  Purchase of property and equipment      (84,474)        (49,405)
  Proceeds from sale of
   property and equipment                  14,055           8,665
  Investments in customers                 (1,009)         (1,405)
  Proceeds from sale of investment          3,483           2,196
  Businesses acquired                           -          (9,572)
  Other investing activities                4,430           6,189
                                         --------        --------
    Net cash used in investing 
     activities                           (52,950)        (35,655)
                                         --------        --------

Cash flows from financing activities:
  Proceeds from long-term borrowings       35,000         110,000
  Principal payments on long-term debt    (76,028)       (177,493)
  Principal payments on capital
   lease obligations                      (11,929)        (10,697)
  Sale of common stock under incentive
   stock and stock ownership plans          4,196             301
  Dividends paid                           (1,541)         (1,505)
  Other financing activities                 (448)            (31)
                                         --------        --------
    Net cash used in
     financing activities                 (50,750)        (79,425)
                                         --------        --------
Net decrease in cash
 and cash equivalents                      (8,342)        (59,779)
Cash and cash equivalents,
 beginning of period                       30,316          63,667
                                         --------        --------

Cash and cash equivalents, 
 end of period                           $ 21,974        $  3,888
                                         ========        ========

Supplemental information:
  Cash paid for interest                  $97,633         $82,145
  Cash paid for taxes                     $11,021         $24,817
------------------------------------------------------------------------------
</TABLE>

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


Notes to Consolidated Condensed Financial Statements

1. The consolidated condensed balance sheet as of July 11, 1998, and the
consolidated condensed statements of earnings and cash flows for the 12-week
and 28-week periods ended July 11, 1998, and for the 12-week and 28-week
periods ended July 12, 1997, have been prepared by the company, without audit.
In the opinion of management, all adjustments necessary to present fairly the
company's financial position at July 11, 1998, and the results of operations
and cash flows for the periods presented have been made.  All such adjustments
are of a normal, recurring nature except as disclosed.  Both basic and diluted
earnings per share are computed based on net earnings divided by weighted
average shares as appropriate for each calculation.

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

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

3. The LIFO method of inventory valuation is used for determining the cost of
most grocery and certain perishable inventories.  The excess of current cost of
LIFO inventories over their stated value was $40 million at July 11, 1998, and
$36 million at December 27, 1997.

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

<TABLE>
<CAPTION>
                                         For the 12 weeks ended
                                           July 11,  July 12,
      ($ in millions)                         1998    1997
                                           -------   -------
<S>                                        <C>       <C>
Sales:
  Food distribution                        $3,139    $3,180
  Intersegment elimination                   (451)     (419)
                                           ------    ------
  Net food distribution                     2,688     2,761
  Retail food                                 818       790
                                           ------    ------
Total sales                                $3,506    $3,551
                                           ======    ======

Operating earnings:
  Food distribution                           $62       $65
  Retail food                                  21        22
  Corporate expense                           (26)      (31)
                                           ------    ------
Total operating earnings                       57        56
Interest expense                              (36)      (36)
Interest income                                 8        10
Equity investment results                      (3)       (3)
Litigation charge                              (2)        -
                                           ------    ------
Earnings before taxes                         $24       $27
                                           ======    ======
</TABLE>

<TABLE>
<CAPTION>
                                         For the 28 weeks ended
                                           July 11,  July 12,
      ($ in millions)                         1998    1997
                                           -------   -------
<S>                                        <C>       <C>
Sales:
  Food distribution                         $7,235    $7,465
  Intersegment elimination                  (1,061)   (1,016)
                                            ------    ------
  Net food distribution                      6,174     6,449
  Retail food                                1,899     1,854
                                            ------    ------
Total sales                                 $8,073    $8,303
                                            ======    ======

Operating earnings:
  Food distribution                           $154      $151
  Retail food                                   40        49
  Corporate expense                            (59)      (75)
                                            ------    ------
Total operating earnings                       135       125
Interest expense                               (87)      (85)
Interest income                                 19        24
Equity investment results                       (7)       (7)
Litigation charge                               (5)      (19)
                                            ------    ------

Earnings before taxes                         $ 55      $ 38
                                            ======    ======
</TABLE>

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

5. The company's comprehensive income totaled $13.6 million and $12.8 million
for the 12 weeks ended July 11, 1998 and July 12, 1997, respectively.
Comprehensive income totaled $33.8 million and $18.1 million for the 28 weeks
ended July 11, 1998 and July 12, 1997, respectively.  Other comprehensive
income is comprised of foreign currency translation and minimum pension
liability adjustments.

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

David's.
The company was sued by David's Supermarkets, Inc. ("David's") in 1993 for
allegedly overcharging for products during a three-year period.  In April 1996,
judgment of $211 million was entered against the company and the company
recorded a $7.1 million liability.  During the second quarter of 1996, the
judgment was vacated, a new trial was granted and the accrual was reduced to
$650,000.  Although the company denied the allegations, in order to
eliminate the uncertainty and expense of protracted litigation, the company
paid $19.9 million to the plaintiff in April 1997 in exchange for dismissal,
with prejudice, of all plaintiff's claims against the company.  This settlement
resulted in a charge to first quarter 1997 earnings of $19.2 million ($9
million after-tax or $.24 per share).

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

In October 1997, Fleming and Furr's reached an agreement dismissing all
litigation between the parties.  Furr's has agreed to purchase Fleming's El
Paso product supply center, together with related inventory and equipment.  The
sale is currently scheduled to close in mid-October 1998.  Under the terms of
the settlement agreement, Fleming is paying Furr's $800,000 per month as a
refund of fees and charges.  The payments will cease upon the closing of the
sale.

During the first quarter of 1998, Fleming recorded a charge of $4 million ($2
million after-tax or $.05 per share) relating to this matter.  Fleming does not
expect to incur any additional impairment resulting from Furr's.

Randall's.
In July 1997, Randall's Food Markets, Inc. ("Randall's"), initiated arbitration
proceedings against Fleming claiming it had been overcharged for products by
approximately $54 million during a 4 1/2 year period.  In 1997, Randall's
purchased approximately $490 million of products from Fleming under an
eight-year supply contract entered into in 1993.

On July 9, 1998, the arbitration panel resolved the dispute, denied Randall's
claim for significant damages and terminated the supply contract between
Fleming and Randall's.  The company continues to supply Randall's and expects
this to be the case until Randall's commences self-distribution sometime in
1999.  Although there is no expected impairment adjustment, downsizing costs
are expected but cannot yet be quantified.

Class Action Suits.
In 1996, the company and certain of its present and former officers and
directors were named as defendants in nine purported class action suits filed
by certain stockholders and one purported class action suit filed by a
noteholder.  In April 1997, the court consolidated the stockholder cases as
City of Philadelphia, et al. v. Fleming Companies, Inc., et al.; the noteholder
case was also consolidated, but only for pre-trial purposes.  A complaint has
been filed in the consolidated cases asserting liability for the company's
alleged failure to properly account for and disclose the contingent liability
created by the David's litigation and by the company's alleged "deceptive
business practices." The plaintiffs claim that these alleged failures and
practices led to the David's litigation and to other material contingent
liabilities, caused the company to change its manner of doing business at great
cost and loss of profit, and materially inflated the trading price of the
company's common stock.  The company denies each of these allegations.

During the first quarter of 1998, the noteholder case was dismissed, without
prejudice, for failure to state a cause of action.  The plaintiff has asked the
court to reconsider the matter.

The plaintiffs in the remaining case seek undetermined but significant damages
and management is unable to predict the ultimate outcome of this litigation.
However, if the court ruling described below is upheld, Fleming believes the
litigation will not have a material adverse effect on the company's liquidity
or consolidated financial position.

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

Century.
Century Shopping Center Fund I ("Century Fund I") commenced an action in
November 1988 in the Milwaukee County Circuit Court, State of Wisconsin,
seeking injunctive relief and monetary damages of an unspecified amount.  The
plaintiff originally obtained a temporary restraining order preventing the
company from closing a store at the Howell Plaza Shopping Center, for which the
plaintiff was the landlord, and from opening a new store at a competing
shopping center located nearby.  Shortly thereafter, the order was dissolved by
the court and the stores opened and closed as scheduled.  Following the closure
of the store, a number of shopping center tenants and Century Fund I
experienced financial difficulty ultimately resulting in bankruptcy.

In June 1993, three former tenants of the Howell Plaza Shopping Center filed
another case in the same court and in September 1993, the trustee in bankruptcy
for Howell Plaza, Inc. (the predecessor to Century Fund I and its successor as
company's landlord) filed a third case.  The allegations of these cases are
very similar to the allegations made in the Century Fund I case.

In November 1993, Century Fund I amended its complaint to allege breach of
contract, tortious interference with contract, tortious interference to
business, defamation, attempted monopolization, conspiracy to monopolize,
conspiracy to restrain trade and monopolization.  Plaintiffs claim that the
company and the company's new landlord conspired to force the Howell Plaza
Shopping Center out of business.  The cases have been consolidated and are set
for trial in October 1998.

Plaintiffs seek actual, consequential, treble and punitive damages, attorneys'
fees, court costs and other relief.  In March 1997, plaintiffs supplied the
company with an analysis of damages alleging actual damages, after trebling but
excluding any punitive damages, of approximately $18 million.  In July 1997,
the trial court granted plaintiffs' motion for summary judgment with respect to
their breach of contract claim against Fleming (as to liability only, not as to
damages).  During June 1998, on Fleming's motion to reconsider, the trial court
modified its earlier ruling and found Fleming had breached the contract's
implied covenant of good faith and fair dealing for failing to return the
leased premises to the shopping center for re-leasing after the new store was
opened.

Management is unable to predict the ultimate outcome of this matter.  However,
an unfavorable outcome in the litigation could have a material adverse effect
on the company.

Tru Discount Foods.
Fleming brought suit on a note and an open account against its former customer,
Tru Discount Foods.  In December 1997, the defendant amended its counter claim
against the company alleging fraud, overcharges for products and violations of
the Oklahoma Deceptive Trade Practices Act.  Although Tru Discount Foods has
not quantified damages, it has made demand in the amount of $8 million.
Management is unable to predict the ultimate outcome of this matter. However,
an unfavorable outcome in the litigation could have a material adverse effect
on the company.

Don's United Super.
On March 18, 1998 the company and two retired executives were named in a suit
filed in the United States District Court for the Western District of Missouri
by approximately 20 current and former customers of the company (Don's United
Super, et al. v. Fleming, et al.).  Plaintiffs operate 24 retail grocery stores
in the St. Joseph and Kansas City metropolitan areas.

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

The Don's suit alleges product overcharges, breach of contract,
misrepresentation, fraud, and RICO violations and seeks recovery of actual,
punitive and treble damages and a declaration that certain contracts are
voidable at the option of the plaintiffs.  Damages have not been quantified.
However, the time period during which the alleged overcharges took place
exceeds 25 years with respect to some plaintiffs, and the company anticipates
that the plaintiffs will allege substantial monetary damages.  The company
intends to vigorously defend its interests.  Management is currently unable to
predict the ultimate outcome of this litigation.  However, based upon the
plaintiffs' allegations, an unfavorable outcome in this litigation could have a
material adverse effect on the company.

Other.
The company utilizes numerous computer systems which were developed employing
six digit date structures (i.e., two digits each for the month, day and year).
Where date logic requires the year 2000 or beyond, such date structures may
produce inaccurate results.  Management has implemented a program to comply
with year 2000 requirements on a system-by-system basis.  Fleming's plan
includes extensive systems testing and is expected to be substantially
completed by the first quarter of 1999.  Program costs to comply with year
2000 requirements are being expensed as incurred.  Failure to ensure that the
company's computer systems are year 2000 compliant could have a material 
adverse effect on the company's operations.  The company is also assessing the 
status of its vendors' and customers' year 2000 readiness through meetings, 
discussions, notices and questionaires.  Vendor and customer responses and 
feedback are not conclusive.  Failure of the company's suppliers or its 
customers to become year 2000 compliant might also have a material adverse 
impact on the company's operations.

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 and 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; tax assessments and other matters, some of
which are for substantial amounts.  However, the company does not believe any
such action will result in a material adverse effect on the company.

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

The following summarized financial information, which includes allocations of
material corporate-related expenses, for the combined subsidiary guarantors may
not necessarily be indicative of the results of operations or financial
position had the subsidiary guarantors been operated as independent entities.

<TABLE>
<CAPTION>
                                    July 11,        July 12,
(In millions)                         1998            1997
------------------------------------------------------------
<S>                                 <C>             <C>
Current assets                        $29             $20
Noncurrent assets                     $70             $55
Current liabilities                   $15             $13
Noncurrent liabilities                 $7              $6
</TABLE>

<TABLE>
<CAPTION>
                                         28 weeks ended
                                    July 11,        July 12,
(In millions)                         1998            1997
------------------------------------------------------------
<S>                                 <C>             <C>
Net sales                             $191            $179
Costs and expenses                    $195            $181
Net earnings (loss)                    $(3)              -
</TABLE>

8. The accompanying earnings statements include the following:

<TABLE>
<CAPTION>
                                  12 weeks
                              ---------------
(In thousands)                1998       1997
------------------------------------------------
<S>                           <C>        <C>
Depreciation and
  amortization (includes
  amortized costs in
  interest expense)           $41,847    $42,053
Amortized costs in
  interest expense             $1,136     $2,452
</TABLE>

<TABLE>
<CAPTION>
                                  28 weeks
                              ---------------
(In thousands)                1998       1997
------------------------------------------------
<S>                           <C>        <C>
Depreciation and
  amortization (includes
  amortized costs in
  interest expense)           $98,226    $98,625
Amortized costs in
  interest expense             $2,975     $5,497
</TABLE>

9. On July 18, 1998, Robert E. Stauth retired from the positions of Chairman
and Chief Executive Officer and resigned from the Board of Directors.  The
company estimates that approximately $2.5 million pre-tax will be expensed
during the third quarter of 1998 relating to the severance package.


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

Results of Operations

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

Set forth in the following table is information for the 12-weeks ended July 11,
1998 and July 12, 1997 and the 28-weeks ended July 11, 1998 and July 12, 1997
regarding components of the company's earnings expressed as a percentage of net
sales.

<TABLE>
<CAPTION>
                                                     July 11,     July 12,
For the 12-weeks ended                                 1998         1997
-----------------------------------------------------------------------------
<S>                                                  <C>          <C>
Net sales                                            100.00%      100.00%

Gross margin                                           9.92         9.31
Less:
Selling and administrative                             8.30         7.74
Interest expense                                       1.02         1.02
Interest income                                        (.23)        (.31)
Equity investment results                               .09          .09
Litigation charge                                       .06            -
                                                     ------       ------
Total expenses                                         9.24         8.54
                                                     ------       ------

Earnings before taxes                                   .68          .77
Taxes on income                                         .29          .41
                                                     ------       ------
Net earnings                                            .39%         .36%
                                                     ======       ======
</TABLE>

<TABLE>
<CAPTION>
                                                    July 11,     July 12,
For the 28-weeks ended                                1998         1997
------------------------------------------------------------------------------
<S>                                                 <C>          <C>
Net sales                                           100.00%      100.00%

Gross margin                                          9.87         9.19
Less:
Selling and administrative                            8.21         7.69
Interest expense                                      1.08         1.02
Interest income                                       (.24)        (.30)
Equity investment results                              .08          .09
Litigation charge                                      .06          .23
                                                    ------       ------
Total expenses                                        9.19         8.73
                                                    ------       ------

Earnings before taxes                                  .68          .46
Taxes on income                                        .32          .24
                                                    ------       ------
Net earnings                                           .36%         .22%
                                                    ======       ======
</TABLE>

Net sales.
Sales for the second quarter (12 weeks) of 1998 decreased by $45 million, or
1%, to $3.5 billion from the same period in 1997.  Year to date, sales
decreased by $230 million, or 3%, to $8.1 billion from the same period in 1997.
Several factors, none of which are individually material, adversely affected
net sales including: lower sales to continuing customers due to competitive
pressures, lower sales at certain company-owned retail stores and the closing
or sale of certain other company-owned retail stores, offset in part by new
business added primarily in the second quarter.  Although the company expects
to continue to add new business, the loss of sales for the near term from
Furr's and Randall's going to self-distribution will result in sales
comparisons to prior periods being negative for some time.

Retail sales generated by the same stores for the second quarter and year-to-
date periods in 1998 compared to the same periods in 1997 decreased 3.9% and
4.4%, respectively.  The decrease was attributable, in part, to new stores
opened by competitors in some markets and aggressive marketing initiatives by
certain competitors.

Fleming measures inflation using data derived from the average cost of a ton of
product sold by the company.  Food price inflation year-to-date was 1.9%
compared to 1.2% for the same period in 1997.

Gross margin.
Gross margin for the second quarter of 1998 increased by approximately $17
million, or 5%, to $348 million from $331 million for the same period in 1997,
and also increased as a percentage of net sales to 9.92% from 9.31% for the
same period in 1997.  Year to date, gross margin increased by $34 million, or
4%, to $797 million from $763 million for the same period in 1997, and also
increased as a percentage of net sales to 9.87% from 9.19% for the same period
in 1997.  The increase was due, in part, to an overall increase in the retail
food segment, which has the better margins of the two segments, and favorable
adjustments for closed stores due to better-than-expected lease buyouts and
property dispositions.  In addition, product handling expenses, consisting of
warehouse, transportation and building expenses, were lower as a percentage of
net sales in 1998 compared to 1997, reflecting productivity improvements.

Selling and administrative expenses.
Selling and administrative expenses for the second quarter of 1998 increased by
$16 million, or 6%, to $291 million from $275 million for the same period in
1997 and increased as a percentage of net sales to 8.30% for 1998 from 7.74% in
1997.  Year to date, selling and administrative expenses increased by
approximately $23 million, or 4%, to $662 million from $639 million in 1997 and
increased as a percentage of net sales to 8.21% for 1998 from 7.69% in 1997.
The increase was principally due to increased operating expense in the retail
food segment. Selling expense was higher than the previous year as the company
continues to work at reversing recent sales declines.  A charge for $4 million
related to the expected outcome of the Furr's agreement was recorded in the
first quarter of 1998.  See Note 6 in the notes to the consolidated condensed
financial statements.  A $3.7 million facility consolidation reversal was also
recorded during the first quarter.

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

Credit loss expense is included in selling and administrative expenses and was
$5 million for the second quarter of 1998 which was unchanged from the
comparable period in 1997.  Year to date, credit loss expense was $8 million in
1998 compared to $11 million in 1997.  Credit loss expense has consistently
improved over the last few years due to tighter credit practices and reduced
emphasis on credit extensions to and investments in customers.  Although the
company plans to continue these ongoing credit practices, it is not expected
that the credit loss expense will remain at current levels.

Interest expense.
Interest expense of $36 million for the second quarter of 1998 was slightly
lower than the same period in 1997.  This resulted from a decrease associated
with the reduction of interest accruals relating to the favorable settlement of
tax assessments, offset substantially by higher average interest rates.  Year-
to-date interest expense of $87 million was $2 million higher than the same
period in 1997 as higher average interest rates were offset in part by lower
average debt balances and the reduction of interest accruals relating to the
favorable settlement of tax assessments.

The company's derivative agreements have consisted of simple "floating-to-fixed
rate" interest rate caps and swaps.  For the second quarter of 1998, interest
rate hedge agreements contributed $0.9 million of net interest expense compared
to $1.7 million in the same period of 1997.  Year to date, interest rate hedge
agreements contributed $2.4 million of net interest expense compared to $4.4
million of net interest expense in 1997.  In 1998, hedge agreements covered a
lower amount of floating rate debt versus 1997.

Interest income.
Interest income for the second quarter of 1998 decreased by $3 million to $8
million from $11 million for the same period in 1997.  Year to date, interest
income decreased by approximately $5 million to $20 million from $25 million in
1997.  The decrease is partly due to the sale of notes receivable in the fourth
quarter of 1997 when the company sold $29 million of notes receivable with
limited recourse and a reduced amount of notes receivable funded.  The decrease
is also due to a lower balance in investments in direct financing leases.
These items reduced the amount available to produce interest income.

Equity investment results.
The company's portion of operating losses from equity investments for the
second quarter of 1998 remained virtually unchanged at $3 million compared to
the same period in 1997.  Year to date, operating losses from equity
investments was also unchanged at $7 million compared to the same period in
1997.

Litigation charge.
In October 1997, the company began paying Furr's $800,000 per month as part of
a settlement agreement.  The payments will cease upon the closing of the sale
on or around October 19, 1998.  In 1998, the $2 million charge in the second
quarter and the $5 million charge year-to-date represent this payment.  In the
first quarter of 1997, the company expensed $19.2 million in settlement of the
David's litigation. See Note 6 in the notes to the consolidated condensed
financial statements.

Taxes on income.
The effective tax rate for 1998 is presently estimated at 47.5% which was used
to calculate the 1998 year-to-date income tax amount.  The tax rate used for
the second quarter of 1998 was 42.4% to adjust for the first quarter 1998 rate
used of 51.3%.  The tax rate used for the second quarter and year to date in
1997 was 53.0%.  The lower rates in 1998 were primarily due to the favorable
settlement of a tax assessment in the second quarter and anticipated higher
earnings in 1998 with basically no change in nondeductible dollar amounts.

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

Fleming has numerous computer systems which were developed employing six digit
date structures (i.e., two digits each for month, day and year).  Where date
logic requires the year 2000 or beyond, such date structures may produce
inaccurate results.  Management has implemented a program to comply with year
2000 requirements on a system-by-system basis including both information
technology (IT) and non-IT systems (e.g., microcontrollers).  Fleming's plan
includes extensive systems testing and is expected to be substantially
completed by the first quarter of 1999.  As of the date of this report, the
Company's testing and remediation efforts were on schedule. Based on progress
to date, there is no need for a contingency plan and such a plan has not been
developed.  Failure to ensure that the company's computer systems are year 
2000 compliant could have a material adverse effect on the company's operations.

The company is also assessing the status of its vendors' and customers' year
2000 readiness through meetings, discussions, and questionnaires.  Although
responses have not been conclusive, they have been encouraging.  Based
partially upon these efforts, and the number and diversity of the company's
vendors and customers, no contingency plans will be developed regarding the
purchase of products from vendors or the sale and delivery of products to
customers.  Management believes the company's greatest exposure lies in
potential transaction disruptions at the consumer level.  While the company
offers various services and technological products to assist retailers in
complying with year 2000 issues, no contingency plans are being developed to
deal with lost sales due to problems arising from retailer and consumer
interactions.  Failure of the company's suppliers or its customers to become
year 2000 compliant could have a material adverse impact on the company's 
operations, sales and earnings.

Program costs to comply with year 2000 requirements are being expensed as
incurred.  Expenditures with third parties are not expected to exceed
$10 million.  To compensate for the dilutive effect on results of operations,
the company has delayed other non-critical development and support initiatives.
Accordingly, the company expects that annual information technology expenses
will not differ significantly from prior years.

Other.
Several factors negatively affecting earnings in the first 28-weeks of 1998 are
likely to continue for the near term.  Management believes that these factors
include lower sales, operating losses in certain company-owned retail stores,
continuing commitments under the Furr's settlement agreement and legal fees and
expenses related to litigation.

The company is in the process of strategic planning and has engaged a
consulting firm to assist it in identifying the best strategies for the future.
The strategic planning process is expected to be complete late this year or
early next year.  The final plan upon implementation could alter the future
cash flows of certain business units such that long-lived asset impairment or
dispositions are possible.  Management is unable to predict the ultimate
outcome of the planning process or any related impairments or dispositions,
although such impairments or dispositions could be material.

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

<TABLE>
<CAPTION>
                                          For the 12 weeks ended
                                            July 11,  July 12,
($ in millions)                               1998      1997
-----------------------------------------------------------------------------
<S>                                         <C>       <C>
Sales:
  Food distribution                         $2,688    $2,761
  Retail food                                  818       790
                                            ------    ------
Total sales                                 $3,506    $3,551
                                            ======    ======
Operating earnings:
  Food distribution                            $62       $65
  Retail food                                   21        22
  Corporate expense                            (26)      (31)
                                            ------    ------
Total operating earnings                       $57       $56
                                            ======    ======
</TABLE>

<TABLE>
<CAPTION>
                                         For the 28 weeks ended
                                            July 11,  July 12,
      ($ in millions)                         1998      1997
------------------------------------------------------------------------------
<S>                                         <C>       <C>
Sales:
  Food distribution                         $6,174    $6,449
  Retail food                                1,899     1,854
                                            ------    ------
Total sales                                 $8,073    $8,303
                                            ======    ======
Operating earnings:
  Food distribution                           $154      $151
  Retail food                                   40        49
  Corporate expense                            (59)      (75)
                                            ------    ------
Total operating earnings                      $135      $125
                                            ======    ======
</TABLE>

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


Liquidity and Capital Resources

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

<TABLE>
<CAPTION>
Capital Structure (In millions)    July 11, 1998     December 27, 1997
-----------------------------------------------------------------------------
<S>                                <C>     <C>       <C>     <C>
Long-term debt                     $1,134   42.8%    $1,175   44.3%
Capital lease obligations             389   14.7        388   14.6
                                   ------   ----     ------   ----
Total debt                          1,523   57.5      1,563   58.9
Shareholders' equity                1,128   42.5      1,090   41.1
                                   ------   ----     ------   ----
Total capital                      $2,651  100.0%    $2,653  100.0%
                                   ======  =====     ======  =====
</TABLE>

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

Long-term debt was $41 million lower at the end of the second quarter of 1998
compared to year-end 1997 primarily because net cash provided from operations
plus cash proceeds from the sale of assets and investments exceeded net cash
required for investing activities and scheduled payments on funded debt and
capital leases. Capital lease obligations increased $1 million in 1998 because
leases added for new retail stores exceeded repayments.

The debt-to-capital ratio at quarter-end 1998 was 57.5%, down from 58.9% at
year-end 1997. The company's long-term target ratio is between 50% and 55%.

Operating activities generated $95 million of net cash flows for the first half
of 1998 compared to $55 million in the same period of 1997. The difference was
principally due to changes in working capital, higher deferred taxes and higher
net earnings. Working capital was $354 million at the end of the second quarter
of 1998, an increase from $340 million at year-end 1997. The current ratio
increased to 1.30 to 1, from 1.29 to 1 at year-end 1997.

Capital expenditures were $84 million for the first half of 1998 compared to
$49 million for the same period in 1997. Total capital expenditures for 1998
(excluding acquisitions, if any) are expected to be approximately $200 million
to $230 million. The company intends to increase its retail operations by
increasing investments in new and remodeled stores in the company's existing
retail chains and by making selective acquisitions of supermarket chains or
groups as opportunities arise.

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

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

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

At the end of the second quarter 1998, borrowings under the credit facility
totaled $230 million in term loans and $23 million of revolver borrowings, and
$88 million of letters of credit had been issued. Letters of credit are needed
primarily for insurance reserves associated with the company's normal risk
management activities. To the extent that any of these letters of credit would
be drawn, payments would be financed by borrowings under the credit agreement.

At the end of the second quarter 1998, the company would have been allowed to
borrow an additional $489 million under the revolving credit facility contained
in the credit agreement based on the actual borrowings and letters of credit
outstanding. Under the company's most restrictive borrowing covenant, which is
the fixed charges coverage ratio contained in the credit agreement, $51 million
of additional fixed charges could have been incurred.

The average interest rate for total debt (including capital lease obligations)
before the effect of interest rate hedges was 10.3% for the second quarter of
1998, versus 9.5% for the same period in 1997. Including the effect of interest
rate hedges, the average interest rate of debt was 10.6% and 10.0% for the
second quarter of 1998 and the same period in 1997, respectively.

At the end of the second quarter of 1998, the company employed interest rate
swaps covering a total of $250 million of floating rate indebtedness with three
counterparty banks possessing investment grade credit ratings. The swaps have
an average fixed interest rate of 7.22% and an average remaining term of
1.9 years. Net interest payments made or received under interest rate swaps are
included in interest expense. See "-Results of Operations-Interest Expense"
above and Note 6 in the notes to the consolidated condensed financial
statements.

Dividend payments in the second quarter of 1998 were $.02 per share. The credit
agreement and the indentures for the $500 million of senior subordinated notes
limit restricted payments, including dividends, to $74 million at the end of
the second quarter of 1998 based on a formula tied to net earnings and equity
issuances.

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


Forward-Looking Information

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



PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Set forth below is information regarding litigation which became reportable or
as to which a material development has occurred since the date of the company's
Quarterly Report on Form 10-Q for the fiscal quarter ended April 18, 1998:

(1) Randall's.  (See earlier discussions in the 1997 Form 10-K and the first
quarter 1998 Form 10-Q).  On July 9, 1998, the arbitration panel resolved the
dispute, denied Randall's claim for significant damages and terminated the 
supply contract between Fleming and Randall's.

(2) Tobacco Cases.  (See earlier discussions in the 1997 Form 10-K and in the
first quarter 1998 Form 10-Q)  In May 1998, two additional cases were filed:
Kathy and Michael Landry, et al. v. Louisiana Health Services and Indemnity
Co., Inc. d/b/a Blue Cross Blue Shield of LA, et al. (including a former
Fleming subsidiary subsequently merged into the company) (19th Judicial
District Court, East Baton Rouge Parish, LA) and Mabel A. Tiscavitch and
Francis Tiscavitch v. RJ Reynolds Tobacco Company, et al. (Court of Common
Pleas, Philadelphia, PA).  Each of these cases alleges substantial monetary
liability for Fleming's participation in the distribution of tobacco products.
The company is being indemnified and defended by substantial third party
co-defendants with respect to the Landry case and expects to be so indemnified
in the Tiscavitch case.  The indemnifications are and will be unconditional and
unlimited.


Item 5.  Other Information

Discretionary Voting of Proxies at Annual Meeting.  The company will exercise
discretionary authority to vote proxies at the company's next annual meeting of
shareholders on any shareholder proposal for which the shareholder has not
requested inclusion in the company's proxy statement unless the shareholder
notifies the company of the proposal and the shareholder's intention to present
the proposal from the floor of the meeting not later than February 7, 1999.

On July 18, 1998, Robert E. Stauth retired from the positions of Chairman and
Chief Executive Officer and resigned from the Board of Directors.  Edward C.
Joullian III, a director, has assumed the role of interim Chairman of the Board
of Directors.  The Board, with the assistance of outside consultants, intends
to conduct a nationwide search for a new Chief Executive Officer.


Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit                                                         Page Number
Number

12      Computation of Ratio of Earnings
          to Fixed Charges

27      Financial Data Schedule


(b) Reports on Form 8-K:

None
<PAGE>
                                  SIGNATURES


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


                                     FLEMING COMPANIES, INC.
                                          (Registrant)

Date: August 18, 1998                KEVIN J. TWOMEY
                                     Kevin J. Twomey
                                     Vice President-Controller
                                     (Principal Accounting Officer)

<PAGE>
                              EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit 
Number       Description                     Method of Filing
-------  -------------------                 ----------------
<S>      <C>                                 <C>
12       Computation of Ratio of Earnings    Filed herewith electronically
           to Fixed Charges

27       Financial Data Schedule             Filed herewith electronically
</TABLE>