AMENDMENT NO.  6 TO CREDIT AGREEMENT
  
         AMENDMENT dated as of October 21, 1996, to the $2,200,000,000 Credit
  Agreement dated as of July 19, 1994 (as heretofore amended, the "Credit 
  Agreement") among FLEMING COMPANIES, INC., the BANKS party thereto, the 
  AGENTS party thereto and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as 
  Managing Agent.
  
                     W I T N E S S E T H:
  
         WHEREAS, the Borrower has requested that certain adjustments be made 
  in the calculation of its compliance with certain financial covenants under 
  the Credit Agreement and, subject to the terms and conditions hereof, the 
  Banks party hereto are willing to agree to such adjustments;
  
         NOW, THEREFORE, the parties hereto agree as follows:
  
         SECTION 1.  Definitions; References.  Unless otherwise specifically 
  defined herein, each term used herein that is defined in the Credit Agreement 
  shall have the meaning assigned to such term in the Credit Agreement.  Each 
  reference to "hereof," "hereunder," "herein" and "hereby" and each other 
  similar reference and each reference to "this Agreement" and each other 
  similar reference contained in the Credit Agreement shall from and after the 
  date hereof refer to the Credit Agreement as amended hereby.
  
         SECTION 2.  Calculation of Certain Covenants.  The Banks hereby agree 
  that for purposes of calculating compliance with the covenants contained in 
  Sections 5.07, 5.08 and 5.09 of the Credit Agreement, Consolidated Net Worth 
  as at any date and Consolidated Net Income for any period shall be calculated 
  on a pro-forma basis excluding (i) up to $20,000,000 of any charges taken 
  with respect to the "Premium Sales" litigation matters, which are described 
  under (4) in Item 3 (Legal Proceedings) of the Company's Annual Report on 
  Form 10-K for fiscal year 1995 plus up to an additional $2,500,000 with 
  respect to fees and expenses of the Borrower's counsel in connection with 
  such litigation matters and (ii) up to $50,000,000 of non-cash charges
  taken after October 5, 1996 with respect to (A) write-downs of the carrying 
  value in the Borrower's financial statements of certain retail and 
  distribution facilities and related assets in connection with the proposed 
  disposition of such facilities or discontinuance of operations at
  such facilities or (B) other consolidation and restructuring of facilities 
  and operations.
  
         SECTION 3.  Representations Correct; No Default.  The Borrower 
  represents and warrants that on and as of the date hereof (i) the 
  representations and warranties contained in the Credit Agreement and 
  each other Operative Agreement are true as though made on and as the
  date hereof and (ii) assuming the giving effect to this Amendment, no Default 
  has occurred and is continuing.

         SECTION 4.  Counterparts; Effectiveness; Etc.  (a)  This Amendment 
  may be signed in any number of counterparts, each of which shall be an 
  original, with the same effect as if the signatures thereto and hereto 
  were upon the same instrument.
  
         (b)  This Amendment shall become effective as of the date hereof 
  when the Managing Agent shall have received duly executed counterparts hereof 
  signed by the Borrower and the Required Banks (or, in the case of any Bank as 
  to which an executed counterpart shall not have been received, the Managing 
  Agent shall have received telegraphic, telex or other written confirmation 
  from such party of execution of a counterpart hereof by such Bank).
  
         (c) Promptly after this Amendment has become effective, the Borrower 
  shall pay (i) to the Managing Agent for the account of each Bank in 
  immediately available funds, an amendment fee in an amount equal to .10% of 
  the sum (as at the opening of business on the date hereof) of (A) the 
  Tranche A Commitment of such Bank and (B) the aggregate outstanding
  principal amount of the Tranche C Loans of such Bank, and (ii) to the 
  Managing Agent for its own account in immediately available funds, an agent 
  fee in the amount previously agreed to between the Borrower and the 
  Managing Agent.
  
         (d)  Except as expressly set forth herein, the provisions shall not 
  constitute a waiver or amendment of any term or condition of the Credit 
  Agreement or any other Operative Agreement, and all such terms and conditions 
  shall remain in full force and effect and are hereby ratified and 
  confirmed in all respects.
  
         SECTION 5.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED
  BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
  YORK.
  
           IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
  to be duly executed by their respective authorized officers as of the day 
  and year first above written.
  
                        FLEMING COMPANIES, INC.
  
  
                        By                                
                          Title:  
  
  
                        BANKS
  
                        MORGAN GUARANTY TRUST COMPANY
                          OF NEW YORK
  
  
                        By                         
                          Title: 
  
  
                        BANK OF AMERICA NATIONAL TRUST
                          AND SAVINGS ASSOCIATION
  
  
                        By
                          Title: 
  
  
                        THE BANK OF NOVA SCOTIA
  
  
                        By                      
                          Title: 
  
  
                        CANADIAN IMPERIAL BANK OF COMMERCE 
  
  
                        By 
                          Title: 
  
                        CREDIT SUISSE
  
  
                        By                             
                          Title: 
  
                        By 
                          Title: 
  
  
                        THE FUJI BANK, LIMITED
  
  
                        By                            
                          Title:
                                                                
  
                        NATIONSBANK OF TEXAS, N.A.
  
  
                        By                            
                          Title: 
  
  
                        SOCIETE GENERALE, SOUTHWEST AGENCY

  
                        By                            
                          Title: 
  
  
  
                        THE SUMITOMO BANK LIMITED
                        HOUSTON AGENCY
  
  
                        By
                          Title: 
  
  
                        THE SUMITOMO BANK, LIMITED
                        NEW YORK BRANCH
  
  
                        By                             
                          Title: 
  
  
                        TEXAS COMMERCE BANK
                        NATIONAL ASSOCIATION
  
  
                        By                            
                          Title: 
  
  
                        THE TORONTO-DOMINION BANK
  
  
                        By                            
                          Title: 
  
  
                        UNION BANK OF SWITZERLAND,
                        NEW YORK BRANCH
   
  
                        By                            
                          Title: 
  
  
                        By                            
                          Title:
  
  
  
                        FIRST INTERSTATE BANK OF CALIFORNIA
  
  
                        By                            
                          Title:
  
  
                        By                            
                          Title: 
  
  
                        WACHOVIA BANK OF GEORGIA,
                        NATIONAL ASSOCIATION
  
  
                        By                             
                          Title: 
  
  
                        CREDIT LYONNAIS NEW YORK BRANCH
  
  
                        By                             
                          Title:
  
  
                        COOPERATIEVE CENTRALE
                        RAIFFEISEN-BOERENLEENBANK B.A.,
                        "RABOBANK NEDERLAND",
                        NEW YORK BRANCH
  
  
                        By                            
                          Title: 
  
  
                        By                            
                          Title:
  
  
                         THE SANWA BANK LIMITED,
                         DALLAS AGENCY
  
  
                         By                            
                           Title:
  
  
                         BANQUE NATIONALE DE PARIS
  
  
                         By                            
                           Title:
  
  
                         CITIBANK N.A.
  
  
                         By                           
                           Title: 
  
                         DAI-ICHI KANGYO BANK, LTD.
                         NEW YORK BRANCH
  
  
                         By                            
                           Title: 
  
  
                         THE INDUSTRIAL BANK OF JAPAN 
                         TRUST COMPANY
  
  
                         By                            
                           Title: 
  
  
                         LTCB TRUST COMPANY
  
  
                         By                            
                           Title: 
  
  
                         THE BANK OF TOKYO-MITSUBISHI LIMITED,
                         HOUSTON AGENCY                                         
  
                         By                            
                           Title: 
  
  
                         NATIONAL WESTMINSTER BANK Plc
                         NASSAU BRANCH
  
  
                         By                             
                           Title: 
  
  
                         NATIONAL WESTMINSTER BANK Plc
                         NEW YORK BRANCH
  
  
                         By                            
                           Title: 
  
  
                         UNITED STATES NATIONAL BANK
                         OF OREGON
  
  
                         By                            
                           Title:
  
  
                         BANK OF AMERICA ILLINOIS
  
  
                         By                            
                           Title: 
  
  
                         PNC BANK, NATIONAL ASSOCIATION
  
  
                         By                            
                           Title: 
  
  
                         BANK OF HAWAII
  
  
                         By                            
                           Title: 
  
  
                         BANQUE PARIBAS
  
  
                         By                             
                           Title: 
  
  
                         By                             
                           Title:
  
  
                         BANQUE FRANCAISE DU COMMERCE
                         EXTERIEUR
  
  
                         By                            
                           Title:
  
  
                         By                            
                           Title: 
  
  
                         BAYERISCHE VEREINSBANK AG,
                         LOS ANGELES AGENCY
  
  
                         By                            
                           Title: 
  
  
                         By                            
                           Title: 
  
  
                         BHF-BANK AKTIENGESELLSCHAFT, 
                         NEW YORK BRANCH
  
  
                         By                            
                           Title: 
  
  
                         By                            
                           Title:
  
  
                         DG BANK
                         DEUTSCHE GENOSSENSCHAFTSBANK
  
  
                         By                            
                           Title:
  
  
                         By                            
                           Title: 
  
  
                         FIRST HAWAIIAN BANK
  
  
                         By                            
                           Title: 
  
  
                         FIRST UNION NATIONAL BANK
                         OF NORTH CAROLINA
  
  
                         By                            
                           Title: 
  
  
                         LIBERTY BANK AND TRUST COMPANY
                         OF OKLAHOMA CITY, N.A.
  
  
                         By                            
                           Title: 
  
  
                         MANUFACTURERS AND TRADERS
                         TRUST COMPANY
  
  
                         By                             
                           Title: 
  
  
                         THE MITSUBISHI TRUST AND BANKING
                         CORPORATION
  
  
                         By                            
                           Title: 
  
  
                         THE MITSUI TRUST AND BANKING
                         COMPANY, LIMITED
  
  
                         By                             
                           Title: 
  
                         NORWEST BANK MINNESOTA,
                         NATIONAL ASSOCIATION
  
  
                         By                             
                           Title: 
  
  
                         WESTDEUTSCHE LANDESBANK 
                         GIROZENTRALE, New York Branch
  
  
                         By                            
                           Title: 
  
  
                         By                            
                           Title: 
  
  
                         WESTDEUTSCHE LANDESBANK 
                         GIROZENTRALE, Cayman Islands
                         Branch
  
  
                         By                           
                           Title: 
  
  
                         By                             
                           Title:
  
  
                         THE YASUDA TRUST AND BANKING
                         COMPANY, LTD.
  
  
                         By                            
                           Title: 
  
  
                         BANK HAPOALIM B.M., 
                         LOS ANGELES BRANCH
  
  
                         By                             
                           Title:
  
  
                         By                            
                           Title: 
  
  
                         KREDIETBANK N.V.
 
 
                         By                            
                           Title: 
  
  
                         By                            
                           Title:
  
  
                         MERCANTILE BANK OF ST. LOUIS
                         NATIONAL ASSOCIATION
  
  
                         By                             
                           Title:
  
  
                         THE SUMITOMO BANK OF CALIFORNIA
  
  
                         By                             
                           Title:                            
  
  
                         THE SUMITOMO TRUST & BANKING CO., LTD.
                         NEW YORK BRANCH
  
  
                         By                             
                           Title:                       
  
  
                         BANK OF IRELAND, 
                         CAYMAN ISLANDS BRANCH
  
  
                         By                             
                           Title:                       
  
  
                         BANK AUSTRIA AKTIENGESELLSCHAFT
  
  
                         By                                                   
                           Title:
  
  
                         By                                                   
                           Title:

                         SENIOR DEBT PORTFOLIO
  
  
                         By                                                   
                           Title: