FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated as of
August 18, 1998 (the "Amendment"), is made by and between Fleming
Companies, Inc., an Oklahoma corporation (the "Company"), and _____
__________, an individual (the "Executive").

                       W I T N E S S E T H:

          WHEREAS, the Company and the Executive entered into that
certain Employment Agreement dated as of March 2, 1998 (the
"Employment Agreement"); and 

          WHEREAS, the Company and the Executive mutually desire to
amend the Employment Agreement, and it is to the mutual benefit of
the Company and the Executive to amend the Employment Agreement.

          NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the Company and
the Executive hereby amend the Employment Agreement as follows:  

     1.   The Amendment.  Section 2 of the Employment Agreement is
amended by deleting it in its entirety and replacing it with the
following:

          2.   For purposes of this Agreement, a "Change of
     Control" shall mean:

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

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

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

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

     2.   The Agreement.  The term "Agreement" as used in the
Employment Agreement and in this Amendment shall hereafter mean the
Employment Agreement as amended by this Amendment.  The Employment
Agreement, as amended hereby, shall continue in full force and
effect in accordance with the terms thereof.

     3.   Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of Oklahoma.

     4.   Counterparts.  This Amendment may be executed in one or
more counterparts, all of which shall be considered one and the
same instrument and shall become effective when one or more of the
counterparts have been signed by each of the parties and delivered
to the other parties.

          IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed on the date first written above.


                                FLEMING COMPANIES, INC., an
                                Oklahoma corporation


                                By                               
                                  William J. Dowd, President and
                                    Chief Operating Officer

                                         "COMPANY"


                                                                 
                                _______________, an individual

                                               "EXECUTIVE"