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  October 5, 1996    

                          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 November 2, 1996 is as follows:

     Common stock, $2.50 par value                    37,792,000
              Class                              Shares Outstanding
<PAGE>
                                 INDEX

                                                             Page
                                                             Number
Part I.  FINANCIAL INFORMATION:

  Item 1. Financial Statements

            Consolidated Condensed Statements of Earnings -
              12 Weeks Ended October 5, 1996, and October 7, 1995         

            Consolidated Condensed Statements of Earnings -
              40 Weeks Ended October 5, 1996, and October 7, 1995

            Consolidated Condensed Balance Sheets -
              October 5, 1996, and December 30, 1995                  

            Consolidated Condensed Statements of Cash Flows -
              40 Weeks Ended October 5, 1996, and October 7, 1995

            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 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 October 5, 1996, and October 7, 1995
(In thousands, except per share amounts)
<CAPTION>

Third Interim Period                             1996           1995    
--------------------                          ----------     ----------
<S>                                           <C>            <C>
Net sales                                     $3,705,970     $3,898,361 

Costs and expenses:
 Cost of sales                                 3,373,525      3,599,252 
 Selling and administrative                      281,316        258,020 
 Interest expense                                 34,955         38,603 
 Interest income                                 (11,610)       (11,673)
 Equity investment results                         5,708          6,658 
 Litigation settlement                            20,000              - 
                                              ----------     ----------

   Total costs and expenses                    3,703,894      3,890,860 
                                              ----------     ----------

Earnings before taxes                              2,076          7,501 
Taxes on income                                    1,061          3,833 
                                              ----------     ----------

Net earnings                                  $    1,015     $    3,668 
                                              ==========     ==========

Net earnings per share                              $.03           $.10 
Dividends paid per share                            $.02           $.30 
Weighted average shares outstanding               37,788         37,619 
                                              ==========     ==========
</TABLE>
Fleming Companies, Inc.  See notes to consolidated condensed financial 
statements.

<PAGE>
<TABLE>
Consolidated Condensed Statements of Earnings
For the 40 weeks ended October 5, 1996, and October 7, 1995
(In thousands, except per share amounts)
<CAPTION>
Year to Date                                     1996           1995    
------------                                 -----------    -----------
<S>                                          <C>            <C>
Net sales                                    $12,616,535    $13,357,413 

Costs and expenses:
 Cost of sales                                11,482,148     12,296,161 
 Selling and administrative                      981,241        886,918 
 Interest expense                                125,045        135,046 
 Interest income                                 (38,335)       (45,547)
 Equity investment results                        12,972         16,205 
 Litigation settlement                            20,000              - 
 Facilities consolidation                              -         (8,982)
                                             -----------    -----------
   Total costs and expenses                   12,583,071     13,279,801 
                                             -----------    -----------

Earnings before taxes                             33,464         77,612 
Taxes on income                                   17,100         39,660 
                                             -----------    -----------

Net earnings                                 $    16,364    $    37,952 
                                             ===========    ===========

Net earnings per share                              $.43          $1.01 
Dividends paid per share                            $.34           $.90 
Weighted average shares outstanding               37,768         37,548 
                                             ===========    ===========
</TABLE>
Fleming Companies, Inc.  See notes to consolidated condensed financial 
statements.

<PAGE>
<TABLE>
Consolidated Condensed Balance Sheets
(In thousands)
<CAPTION>
                                                   October 5,  December 30,
Assets                                                1996         1995    
------                                            ----------    ----------
<S>                                               <C>           <C>
Current assets:
 Cash and cash equivalents                        $    5,146    $    4,426 
 Receivables                                         335,514       340,215 
 Inventories                                       1,086,918     1,207,329 
 Other current assets                                103,377        98,801 
                                                  ----------    ----------
   Total current assets                            1,530,955     1,650,771 
Investments and notes receivable                     236,225       271,763 
Investment in direct financing leases                216,514       225,552 

Property and equipment                             1,558,966     1,527,526 
 Less accumulated depreciation 
   and amortization                                 (616,262)     (532,364)
                                                  ----------    ----------
Net property and equipment                           942,704       995,162 
Other assets                                         155,396       132,338 
Goodwill                                             997,898     1,021,099 
                                                  ----------    ----------

Total assets                                      $4,079,692    $4,296,685 
                                                  ==========    ==========

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

Current liabilities:
 Accounts payable                                 $  955,919    $1,001,123 
 Current maturities of long-term debt                109,677        53,917 
 Current obligations under capital leases             20,214        19,452 
 Other current liabilities                           213,086       211,863 
                                                  ----------    ----------
   Total current liabilities                       1,298,896     1,286,355 
Long-term debt                                     1,140,683     1,347,987 
Long-term obligations under 
 capital leases                                      357,905       368,876 
Deferred income taxes                                 30,457        40,179 
Other liabilities                                    161,195       169,966 

Commitments and contingencies

Shareholders' equity: 
 Common stock, $2.50 par value per share              94,470        94,291 
 Capital in excess of par value                      503,398       501,474 
 Reinvested earnings                                 504,838       501,214 
 Cumulative currency 
   translation adjustment                             (4,650)       (4,549)
                                                  ----------    ----------
                                                   1,098,056     1,092,430
  Less ESOP note                                      (7,500)       (9,108)
                                                  ----------    ----------
   Total shareholders' equity                      1,090,556     1,083,322 
                                                  ----------    ----------

Total liabilities and shareholders' equity        $4,079,692    $4,296,685 
                                                  ==========    ==========
</TABLE>
Fleming Companies, Inc.  See notes to consolidated condensed financial 
statements.

<PAGE>
<TABLE>
Consolidated Condensed Statements of Cash Flows
For the 40 weeks ended October 5, 1996, and October 7, 1995
(In thousands)
<CAPTION>
                                                       1996          1995  
                                                    --------      --------
<S>                                                 <C>           <C>
Cash flows from operating activities:
 Net earnings                                       $ 16,364      $ 37,952 
 Adjustments to reconcile net earnings to net
   cash provided by operating activities:
   Depreciation and amortization                     145,082       140,543 
   Credit losses                                      21,550        24,344 
   Deferred income taxes                              (7,574)          833 
   Equity investment results                          12,973        16,205 
   Gain on sale of businesses                         (3,666)            - 
   Litigation settlement                              20,000             - 
   Consolidation and reserve activities, net         (13,684)      (35,493)
   Change in assets and liabilities, excluding
     effect of acquisitions:
     Receivables                                     (22,698)       (2,007)
     Inventories                                     120,411       146,339 
     Accounts payable                                (45,204)       20,620 
     Other assets and liabilities                    (20,440)       24,311 
   Other adjustments, net                                 77        (3,877)
                                                    --------      --------
     Net cash provided by   
       operating activities                          223,191       369,770 
                                                    --------      --------

Cash flows from investing activities:
 Collections on notes receivable                      45,480        74,861 
 Notes receivable funded                             (48,876)      (67,742)
 Notes receivable sold                                34,980        77,063 
 Purchase of property and equipment                 (100,602)      (80,864)
 Proceeds from sale of 
   property and equipment                             12,283        30,009 
 Investments in customers                               (356)       (8,867)
 Proceeds from sale of investment                      3,506        17,873 
 Businesses acquired                                       -        (6,989)
 Proceeds from sale of businesses                      9,244             - 
 Other investing activities                           (3,501)       (3,083)
                                                    --------      --------
   Net cash provided by (used in)
     investing activities                            (47,842)       32,261 
                                                    --------      --------

Cash flows from financing activities:
 Proceeds from long-term borrowings                  128,000             - 
 Principal payments on long-term debt               (279,544)     (393,598)
 Principal payments on capital 
   lease obligations                                 (16,342)      (13,872)
 Sale of common stock under incentive
   stock and stock ownership plans                     2,002         5,795 
 Dividends paid                                      (12,700)      (33,530)
 Other financing activities                            3,955         9,572 
                                                    --------      --------
   Net cash used in 
     financing activities                           (174,629)     (425,633)
                                                    --------      --------

Net increase (decrease)in cash 
 and cash equivalents                                    720       (23,602)
Cash and cash equivalents, 
 beginning of period                                   4,426        28,352 
                                                    --------      --------

Cash and cash equivalents, end of period            $  5,146      $  4,750 
                                                    ========      ========

Supplemental information:
 Cash paid for interest                             $114,172      $125,796 
 Cash paid (refunded) for taxes                      $32,118       $(7,231)
                                                    ========      ======== 
</TABLE>

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

Notes to Consolidated Condensed Financial Statements

1. The consolidated condensed balance sheet as of October 5, 1996, and the
consolidated condensed statements of earnings and cash flows for the 12-week
and 40-week periods ended October 5, 1996, and October 7, 1995, 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
October 5, 1996, and the results of operations and cash flows for the periods
presented have been made.  All such adjustments are of a normal, recurring
nature.  Earnings per share are computed based on net earnings divided by the
weighted average shares outstanding.  The impact of common stock options on
earnings per share is immaterial.  Certain reclassifications have been made to
the prior year amounts to conform to the current year's classification.

2. The statements of earnings for the 12-week and 40-week periods ended
October 5, 1996 reflect an agreement to settle the Premium Sales Corporation
("Premium") litigation, two related lawsuits pending against the company, for
a $19.5 million payment plus $500,000 for costs and expenses.  See note 5 for
further discussion.

The statement of earnings for the 40 weeks ended October 7, 1995 reflects the
effect of the change in management's estimate of the cost associated with the
general merchandising portion of the facilities consolidation plan.  The
estimate reflects reduced expense and cash outflow.  Accordingly, the company
reversed $9 million of the provision for restructuring during the first
quarter of 1995.  The reversal is shown as a credit to the facilities
consolidation expense line in the accompanying financial statements.

3. 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 1995 annual
report on Form 10-K.

4. 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 $24 million at October 5, 1996
and $22 million at December 30, 1995.

5.  Premium:  The company and several other defendants have been named in two
suits filed in U.S. District Court in Miami, Florida.  The plaintiffs
predicate liability on the part of the company as a consequence of an
allegedly fraudulent scheme conducted by Premium, a failed grocery diverter,
and others in which large losses in the Premium-related entities occurred to
the detriment of a purported class of investors which brought one of the
suits.  This case was certified by the court as a class action in June 1996. 
The other suit is by the receiver/trustee of the estates of Premium and
certain of its affiliated entities (the "Trustee").  Plaintiffs sought actual
damages of approximately $300 million, treble damages, punitive damages,
attorneys' fees, costs, expenses and other appropriate relief.

The company announced in September 1996 it had reached an agreement to settle
the Premium cases.  Under the agreement, the Trustee, the class of investors
(excluding opt-outs and non-releasing Canadian investors, if any) and all
other claimants will dismiss their actions against the company in exchange for
a $19.5 million payment plus $500,000 for costs and expenses, and all related
claims involving the company will be dismissed.

The settlement is subject to, among other things, execution of a definitive
agreement by all parties or their representatives, court approval and receipt
by the company of releases from Canadian investors holding significant claims. 
Following full execution of the agreement, the company will be required to
deposit the $20 million into an escrow account pending finalization of the
settlement.  The company recorded a charge of $20 million during the third
quarter in anticipation of the settlement.

On August 22, 1996, four former employees of the company and numerous others
were variously indicted by a U.S. grand jury sitting in the Southern District
of Florida for multiple counts of fraud, conspiracy and other crimes,
including wire fraud, tax fraud and money laundering, allegedly committed in
furtherance of Premium's fraudulent scheme.  Neither the company nor any of
its current employees were indicted.

David's:  The company, a former subsidiary subsequently merged with the
company, and a retired executive officer were named in a lawsuit filed in the
District Court in Johnson County, Texas (David's Supermarkets, Inc. v. Fleming
Companies, Inc. ("David's")) which was tried before a jury in February and
March 1996.  Plaintiff sought substantial actual damages, treble damages,
exemplary damages, attorney's fees, interest and costs against the company for
allegedly overcharging the plaintiff for products over a three-year period. 
The company considered the claims to be without merit.  However, following a
four-week trial the jury found against the company in the amount of $72.5
million for breach of contract, $201 million for fraud and $207.5 million for
violation of the Texas Deceptive Trade Practices Act ("DTPA"), and against the
executive in the amount of $51 million for fraud and $72.6 million for
violation of the DTPA.  On April 12, 1996, judgment was entered against the
company in the amount of $207.5 million for violation of the DTPA plus pre-
judgment interest of $3.7 million and post-judgment interest at the rate of
10% per annum.  Judgment jointly and severally against the executive was
entered for $72.6 million plus pre-judgment and post-judgment interest.  The
company and the executive announced their intentions to appeal and the company
bonded the judgments with a $230 million supersedeas bond partially secured by
letters of credit in the amount of $135 million.

In May 1996 the company filed a motion for a new trial on grounds, among
others, that both the trial judge and the plaintiff had failed to disclose
certain financial relationships between the judge and the plaintiff and others
associated with the plaintiff.  The trial judge recused himself citing the
failed disclosure and another judge was assigned to the case.  In June the
plaintiff's judgments were vacated, the defendants and their sureties were
discharged from all liability on the supersedeas bond and a new trial was
granted.  As a result, the letters of credit for $135 million were canceled,
thereby restoring that amount to the company's available bank credit.  The new
trial is scheduled for January 1997.  The court has withheld its ruling on
defendants' motion for a change of venue from Johnson County pending an
attempt to impanel an impartial jury.  Defendants' motions for summary
judgment were denied in early November 1996.

Based on the vacation of the judgment against the company, the approximately
$7 million charge recorded in the first quarter was reversed during the second
quarter.  Although the company denies any liability or wrongdoing, the company
has been unable to locate certain documents evidencing that prices paid by the
plaintiff for a small amount of product during the three years in question
conformed to the terms of plaintiff's agreement with the company. 
Accordingly, during the second quarter the company recorded a charge of
approximately $650 thousand, which includes approximately $200 thousand of
disputed overcharges and approximately $450 thousand of interest, fees and
other sums.  

Plaintiff continues to allege liability on the part of the company (and its
co-defendant) as the result of breach of contract, fraud, conspiracy and
violation of the DTPA, and seeks substantial actual damages, treble damages,
exemplary damages, attorneys' fees, interest and costs, totaling hundreds of
millions of dollars.  Management is unable to predict the potential range of
additional monetary exposure, if any, to the company.  However, an unfavorable
outcome resulting from the retrial could have a material adverse effect on the
company.

Allegations similar to those made in the David's case have been made by former
customers in three other pending cases (including the Megafoods case described
below) and could occur in future litigation.  Management is unable to predict
the potential range of monetary exposure, if any, to the company in such
cases.  However, if the plaintiff in any such case were to be successful, the
outcome could have a material adverse effect on the company.

Class Action Suits:  The company and certain of its present and former
officers, including the chief executive officer, have been named as defendants
in nine purported class action lawsuits filed by certain of its stockholders
and one purported class action lawsuit filed by a noteholder, each in the U.S.
District Court for the Western District of Oklahoma, alleging the company
failed to properly disclose and account for the risk associated with the
David's litigation.  The plaintiffs in five of the stockholder cases also
claim the company failed to disclose that it was engaged in a deceptive course
of business with its customers that exposed it to substantial liability which
would severely impair the financial condition, performance and value of the
company.  The plaintiffs seek undetermined but significant damages.  Motions
to consolidate some or all of the cases are pending before the court.  The
defendants deny the allegations and will vigorously oppose the litigation. 
Management is unable to predict the ultimate outcome or a potential range of
monetary exposure, if any, to the company from these actions.  However, an
unfavorable outcome in any of them could have a material adverse effect on the
company.

Megafoods:  In August 1994 Megafoods Stores, Inc. ("Megafoods") and certain of
its affiliates filed Chapter 11 bankruptcy proceedings in Arizona.  The
company filed claims, including a claim for indebtedness for goods sold on
open account, equipment leases and secured loans, totaling approximately $28
million.  The debtor is also liable or contingently liable to the company
under store subleases and lease guarantees extended by the company for the
debtor's benefit.  The debtor filed an adversary proceeding against the
company seeking subordination of the company's claims, return of an
approximate $12 million deposit and affirmative relief for damages which was
subsequently amended to include allegations similar to those made in the
David's litigation.
 
In August 1996 the court approved a settlement of the debtor's adversary
proceeding against the company, subject to approval by the creditors of a
revised reorganization plan which will encompass the settlement.  Under the
terms of the settlement, the company will retain its $12 million working
capital deposit, relinquish its secured and unsecured claims in exchange for
the right to receive 10% of any distribution made to the unsecured creditors
and pay the debtor $2.5 million in exchange for the furniture, fixtures and
equipment from seventeen Megafoods stores (located primarily in Texas) and two
Texas warehouses.  The company agreed to lease back the furniture, fixtures
and equipment in fourteen of the stores to the reorganized debtor for nine
years (or until the expiration of the store lease) at an annual rental of $18
thousand per store.  In addition, the company will enter into a voting trust
agreement with the reorganized debtor which will provide that any shares of
the reorganized debtor held by the company will be voted in the same
proportion as the reorganized debtor's other shares are voted.

Although the company anticipated a vote on the reorganization plan sometime
during the third quarter of 1996, prior to the vote Megafoods began exploring
the sale of some or all of its assets.  On October 7, 1996, the debtor
announced an agreement in principle to sell its 16 Phoenix stores to a local
grocer for an undisclosed amount.  To date, the company has not received any
communication from the court regarding any sale.  Although the company
anticipates that any sale will be made subject to the settlement agreement,
the company can offer no assurances that a sale will be consummated or that
Megafoods can or will be successfully reorganized.

The company took charges of $6.5 million in 1994, approximately $3.5 million
in 1995 and $5.8 million year-to-date in 1996.  The company will remain
exposed to contingent liabilities for stores subleased by the company to
Megafoods and for certain leasehold guarantees extended to third parties on
Megafoods' behalf and has approximately $8 million of net assets remaining on
the company's books.

6. The senior notes issued in 1994 are 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>
                                    October 5,   December 30,
           (In millions)                1996             1995                 
           -------------            ----------   ------------
           <S>                      <C>          <C>
           Current assets                $22             $251                 
           Noncurrent assets             $58             $487                 
           Current liabilities           $10             $104                 
           Noncurrent liabilities         $1             $1                 
</TABLE>

<TABLE>
<CAPTION>
                                           40 weeks ended
                                       October 5,    October 7,
           (In millions)                1996             1995                 
           -------------              -----------    ----------
           <S>                        <C>            <C>
           Net sales                    $249             $3,575                 
           Costs and expenses           $260             $3,565                 
           Net earnings (loss)           $(6)            $5                 
</TABLE>

During 1996 and 1995, a significant number of subsidiaries were merged into
the parent company, resulting in a substantial reduction in the amounts
appearing in the summarized financial information.

7. The accompanying earnings statements include the following:

<TABLE>
<CAPTION>
                                              40 weeks               12 weeks
         (In thousands)                    1996      1995        1996        1995
    -----------------------------       --------    --------    -------    -------
    <S>                                 <C>         <C>         <C>        <C>
    Depreciation and amortization
      (includes amortized costs  
      in interest expense)              $145,082    $140,543    $47,401    $42,151

    Amortized costs in interest
      expense                             $9,986      $8,911     $3,040     $2,901
</TABLE>

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

General

In 1994, the company embarked upon a plan to restructure its organizational
alignment, reengineer its operations and consolidate its distribution
facilities.  The company's objective is to lower the net acquisition cost of
product to retail customers while providing the company with a fair and
adequate return for its products and services.  To achieve this objective,
management has made major organizational changes, implemented the Fleming
Flexible Marketing Plan ("FFMP") in approximately 40% of its food distribution
sales base, or 17 of its 35 food distribution operating units, and increased
its investment in technology.  The actions of the reengineering plan have had
and will continue to have an effect on the company's food and general
merchandise wholesaling operations as well as certain retail operations. 
Although a significant number of reengineering initiatives have been
completed, more are planned.  The period of time required to complete these
remaining initiatives has been lengthened while the company refocuses on
financial performance and refines FFMP, as a consequence of responses from
customers and vendors.  Accordingly, completion dates are not known.

Results of Operations

Set forth in the following table is information for the third interim and
year-to-date periods of 1996 and 1995 regarding components of the company's
earnings expressed as a percentage of net sales.                              
 
<TABLE>
<CAPTION>
Third Interim Period                               1996                1995
---------------------                             -------             -------
<S>                                               <C>                 <C>
Net sales                                         100.00%             100.00%

Gross margin                                        8.97                7.67
Less selling and administrative expense             7.59                6.62
                                                  ------              ------
Operating margin                                    1.38                1.05

Less:
Interest expense                                     .94                 .99
Interest income                                     (.31)               (.30)
Equity investment results                            .15                 .17
Litigation settlement                                .54                   -
                                                  ------              ------

Total expenses                                      8.91                7.48 
                                                  ------              ------

Earnings before taxes                                .06                 .19
Taxes on income                                      .03                 .10 
                                                  ------              ------

Net earnings                                         .03%                .09%
                                                  ======              ======
</TABLE>

<TABLE>
<CAPTION>
Year to Date                                        1996               1995  
------------                                      ------              ------
<S>                                               <C>                 <C>
Net sales                                         100.00%             100.00%

Gross margin                                        8.99                7.95
Less selling and administrative expense             7.78                6.64
                                                  ------              ------
Operating margin                                    1.21                1.31

Less:
Interest expense                                     .99                1.01
Interest income                                     (.30)               (.34)
Equity investment results                            .10                 .12
Litigation settlement                                .16                   -
Facilities consolidation                               -                (.07) 
                                                  ------              ------

Total expenses                                      8.73                7.36 
                                                  ------              ------

Earnings before taxes                                .27                 .58
Taxes on income                                      .14                 .30 
                                                  ------              ------

Net earnings                                         .13%                .28%
                                                  ======              ======
</TABLE>

Net sales.  Sales for the third quarter (12 weeks) of 1996 decreased by $.2
billion, or 5%, to $3.7 billion from $3.9 billion for the same period in 1995. 
Year to date, sales decreased by $.7 billion, or 6%, to $12.6 billion from
$13.4 billion for the 40 weeks in 1995.  Sales from the supermarkets acquired
from ABCO Markets, Inc. ("ABCO") through foreclosure in January 1996, reduced
from 71 to 58 supermarkets through closures or sale in early 1996, were
present during all of 1996, but not 1995 as ABCO was not consolidated until
late 1995.  Several factors, none of which are individually material,
adversely affected sales in both the quarter and year-to-date periods,
including: sales lost through normal attrition which were not replaced; the
sale or closing of certain corporate stores; loss of business from Megafoods;
stricter credit policies; certain customers making selective purchases from
competitors or directly from food manufacturers; sales lost through service
charge increases; and adverse publicity surrounding the David's litigation.

Net sales have trended downwards since 1994 adversely affecting earnings.  The
company organized a national sales force in the first quarter of 1996 which is
focusing on developing prospects for new business.  In addition, modifications
to FFMP are being developed and implemented to mitigate several of the
concerns of prospective and existing customers and thereby improve the
potential for increased sales.  For example, a simplified version of FFMP is
currently under development in response to certain customers' requests.
 
In June 1995 Megafoods moved the majority of its business in the Arizona
market (approximately $150 million of annualized sales) to another supplier. 
In November 1995, at the company's request, Megafoods moved the balance of its
business.  See note 5 to consolidated condensed financial statements for
further discussion of Megafoods.

Retail sales generated by the same corporate stores for the third quarter in
1996 compared to the third quarter in 1995 decreased 1.2%.  Same corporate
store sales for 1996 year to date compared to 1995 year to date were flat.

Fleming measures inflation using data derived from the average cost of a ton
of product sold by the company.  Year to date in 1996, food price inflation
was 2.3%, compared to 0.7% in 1995.

Gross margin. Gross margin for the third quarter of 1996 increased by $33
million, or 11%, to $332 million from $299 million for the same period of 1995
and increased as a percentage of net sales to 8.97% from 7.67% for the same
period in 1995. Year to date, gross margin increased by $73 million, or 7%, to
$1.13 billion from $1.06 billion for the same period of 1995.  As a percentage
of net sales, gross margin was 8.99% versus 7.95% in 1995.  The increase in
gross margin was principally due to the addition of retail operations,
including ABCO.  Retail operations typically have a higher gross margin and
higher selling expenses than food distribution operations.  During the first 
quarter of 1996, the company also implemented increases in certain charges to
its customers and vendors, increasing gross margin comparisons for both the
second and third quarters, as well as year to date. Product handling expenses,
consisting of warehouse, transportation and building expenses, were lower as a
percentage of net sales in 1996 compared to 1995, reflecting the cost controls
and the benefits of the company's consolidations occurring in 1995.  The
company also achieved productivity increases during 1996.  Food price
inflation resulted in a LIFO charge in 1996 of $.5 million for the quarter and
$2.0 million year to date compared to a charge of $1.8 million for the quarter
and $.9 million year to date in 1995.
     
Selling and administrative expenses.  Selling and administrative expenses for
the third quarter of 1996 increased by $23 million, or 9%, to $281 million
from $258 million for the same period in 1995 and increased as a percentage of
net sales to 7.59% for 1996 from 6.62% in 1995.  Year to date, selling and
administrative expenses increased by $94 million, or 11%, to $981 million from
$887 million in 1995 and increased as a percentage of net sales to 7.78% for
1996 from 6.64% in 1995.  The increase was principally due to higher retail
expenses resulting from additional retail operations, primarily ABCO.  The
year-to-date increase was also due to a provision for the divestiture of
certain retail stores in 1996 which provision was reduced by $6 million in the
third quarter.  During the third quarter of 1996, a $1.6 million gain for the
sale of certain notes receivable was recorded; a similar gain of $3.9 million
was recorded in the second quarter of 1995.  Higher legal expenses compared to
the 1995 period also contributed to the increase.

As more fully described in the 1995 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, secured loans with terms generally up to ten years, and
equity investments in and secured and unsecured loans to certain customers. 
In addition, the company guarantees debt and lease obligations of certain
qualified customers.  Usually, these capital investments are made in and
guarantees extended to customers with whom the company enjoys long-term supply
agreements.

Credit loss expense is included in selling and administrative expenses and for
the third quarter of 1996 decreased by $2 million to $7 million from $9
million for the comparable period in 1995.  Year to date, credit losses
decreased by $3 million to $22 million from $24 million in 1995.  Tight credit
practices and reduced emphasis on credit extensions to and investments in
customers have resulted in less exposure and a decrease in credit loss
expense.  While there can be no assurance that credit losses from existing or
future investments or commitments will not have a material adverse effect on
results of operations or financial position, the results thus far from these
practices and emphasis have been positive when compared to prior years'
experience.  Offsetting the decreases in the third quarter of 1996 from 1995
was $1.4 million of credit losses related to Megafoods reflecting the
estimated deterioration in the company's collateral.  Year to date, credit
losses related to Megafoods were $3.8 million.  An additional $2 million was
recorded to selling and administrative expense, but not credit loss, in the
third quarter of 1996 for the expected loss on the proposed settlement.  See
note 5 to the notes to consolidated condensed financial statements for further
discussion related to Megafoods.

Interest expense. Interest expense for the third quarter of 1996 decreased $4
million to $35 million from $39 million for the same period in 1995. Year to
date, interest expense decreased $10 million to $125 million from $135 million
for the comparable period in 1995.  Lower average borrowing levels in the 1996
periods compared to the same periods in 1995 primarily accounted for the
improvement.  

In August 1996 Moody's Investors Service ("Moody's") lowered its credit
ratings on the company's senior unsecured debt to Ba3 from Ba1.  The downgrade
resulted in a .25% increase in the company's bank debt borrowing margin which
increased interest expense on borrowings under the bank credit agreement at an
estimated annualized cost of $2 million.  Moody's rating on the company's bank
debt is Ba2.

In September 1996 Standard & Poor's Ratings Group ("Standard & Poor's")
lowered its credit ratings on the company to BB from BB+, and on the company's
senior unsecured debt to B+ from BB-.  The downgrade did not result in an
additional increase in the company's bank debt borrowing margin.
 
The company enters into interest rate hedge agreements to manage interest
costs and exposure to changing interest rates.  The credit agreement with the
company's bank group requires the company to provide interest rate protection
on a substantial portion of the indebtedness outstanding thereunder.  The
company has entered into interest rate swaps and caps covering $850 million
aggregate principal amount of floating rate indebtedness.  The company's
hedged position exceeds the hedge requirements set forth in the company's bank
credit agreement.

The interest rate on the company's floating rate indebtedness is equal to the
London interbank offered interest rate ("LIBOR") plus a margin.  The average
fixed interest rate paid by the company on the interest rate swaps is 6.95%,
covering $600 million of floating rate indebtedness.  The interest rate swap
agreements, which were implemented through seven counterparty banks and have
an average remaining life of 2.0 years, provide for the company to receive
substantially the same LIBOR that the company pays on its floating rate
indebtedness.  For the remaining $250 million, the company has purchased
interest rate cap agreements from two counterparty banks.  The agreements cap
LIBOR at 7.33% over the next 2.2 years.  Payments made or received are
accounted for as interest expense.  For the third quarter and year to date in
1996, the interest rate hedge agreements added $2 million and $7 million,
respectively, to interest expense. 

With respect to the interest rate hedging agreements, the company believes its
exposure to potential loss due to counterparty nonperformance is minimized
primarily due to the relatively strong credit ratings of the counterparty
banks for their unsecured long-term debt (A- or higher from Standard & Poor's
and A1 or higher from Moody's) and the size and diversity of the counterparty
banks.  The hedge agreements are subject to market risk to the extent that
market interest rates for similar instruments decrease and the company
terminates the hedges prior to maturity.

Interest income. Interest income for the third quarter of 1996 was $12 million
which was the same as 1995.  Year to date, interest income decreased by $7
million to $38 million from $46 million in 1995.  Late in the second quarter
of 1995, $77 million of notes receivable with limited recourse were sold.  An
additional sale of notes receivable with limited recourse occurred late in the
third quarter of 1996 for $35 million.  Both of these sales reduced the amount
of notes receivable available to produce interest income, but the sale in 1996
has had little impact on interest income because it occurred late in the
quarter.

Equity investment results. The company's portion of operating losses from
equity investments for the third quarter of 1996 decreased by $1 million to $6
million from $7 million for the same period in 1995.  Year to date, losses
generated by equity investments have decreased by $3 million to $13 million
from $16 million in 1995.  The results of operations of ABCO, accounted for
under the equity method during most of 1995, are not included in the 1996
equity investment results line due to the acquisition described above,
resulting in an improvement in equity investment results in both 1996 periods
compared to 1995. 

Litigation settlement.  In the third quarter of 1996, an agreement was reached
to settle two related lawsuits pending against the company, and others, in the
U.S. District Court in Miami.  Under the agreement, all claims will be
dismissed in exchange for a $19.5 million payment plus $500,000 for costs and
expenses.  The settlement is subject to, among other things, execution of a
definitive agreement by all parties or their representatives, court approval
and receipt by the company of releases from Canadian investors holding
significant claims.  Following full execution of the agreement, the company
will be required to deposit the $20 million into an escrow account pending
finalization of the settlement.  The company recorded a charge of $20 million
during the third quarter in anticipation of the settlement.  See notes 2 and 5
to consolidated condensed financial statements and Part II., Item 1. Legal
Proceedings for further discussion.

Facilities consolidation.  In the first quarter of 1995, management changed
its restructuring estimates with respect to the general merchandising
operations portion of the restructuring plan.  The revised estimate reflects
reduced expense and cash outflow.  Accordingly, during the first quarter of
1995, the company reversed $9 million of the provision for restructuring. 

Taxes on income.  The estimated effective tax rate for both periods in 1996
and 1995 was 51.1%.

Other.  Several factors negatively affecting cash flows from operations and
earnings in 1996 are likely to continue for the near term.  Management
believes that these factors include lower sales, operating losses in certain
company-owned retail stores and litigation-related costs.  See also Litigation
and Contingencies.

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

<TABLE>
<CAPTION>
                                                      Third Interim Period
    (In millions)                                     1996             1995
    -------------                                    ------           ------
    <S>                                              <C>              <C>
    Sales: 
      Food distribution                              $2,907           $3,175 
      Retail food                                       799              723 
                                                     ------           ------

    Total sales                                      $3,706           $3,898 
                                                     ======           ======

    Operating earnings:
      Food distribution                                 $64              $62 
      Retail food                                        15                8 
      Corporate                                         (28)             (29)
                                                     ------           ------

    Total operating earnings                            $51              $41 
                                                     ======           ======
</TABLE>

<TABLE>
<CAPTION>
                                                           Year to Date  
    (In millions)                                     1996            1995  
    -------------                                   -------          -------
    <S>                                             <C>              <C>
    Sales: 
      Food distribution                             $ 9,780          $10,873 
      Retail food                                     2,837            2,484 
                                                    -------          -------

    Total sales                                     $12,617          $13,357 
                                                    =======          =======

    Operating earnings:
      Food distribution                                $226             $227 
      Retail food                                        35               39 
      Corporate                                        (108)             (92)
                                                    -------          -------

    Total operating earnings                           $153             $174 
                                                    =======          =======
</TABLE>

Operating earnings for segments consist of net sales less related cost of
sales and selling and administrative expenses.  General corporate expenses are
not allocated to food distribution and retail food segments.  Transfer pricing
between segments is at cost. 

Liquidity and Capital Resources

Set forth below is certain information regarding the company's capital
position at the end of the third quarter of 1996 and at the end of fiscal
1995:

<TABLE>
<CAPTION>
     Capital Structure 
     (In millions)                 October 5, 1996         December 30, 1995
     -----------------             ---------------         -----------------
     <S>                          <C>        <C>           <C>        <C>
     Long-term debt               $1,250      46.0%        $1,402      48.8%
     Capital lease obligations       378      13.9            388      13.5
                                  ------     -----         ------     -----

     Total debt                    1,628      59.9          1,790      62.3 
     Shareholders' equity          1,091      40.1          1,083      37.7 
                                  ------     -----         ------     -----

     Total capital                $2,719     100.0%        $2,873     100.0%
                                  ======     =====         ======     =====
</TABLE>

Includes current maturities of long-term debt and current obligations under
capital leases.

The company's current capital structure includes the company's bank credit
agreement (consisting of an $800 million six-year amortizing term loan with
final maturity in June 2000 and a $596 million five-year revolving credit
facility with final maturity in July 1999), $300 million of 10.625% seven-year
senior notes, $200 million of floating rate seven-year senior notes, each of
which matures December 2001, $99 million of medium-term notes, $7 million of
9.5% debentures and $8 million of other debt.

The company's senior unsecured debt is rated Ba3 by Moody's and B+ by Standard
& Poor's.  In addition, the company has a corporate rating of BB by Standard &
Poor's and the company's bank debt is rated Ba2 by Moody's.  The rating by
Moody's reflects a downgrade announced in August 1996.  Moody's action
resulted from their announced concerns over structural changes in the industry
and lower sales, earnings and cash flow reported by the company.  The rating
by Standard & Poor's reflects a downgrade announced in September, 1996. 
Standard & Poor's action resulted from its announced concerns over lower than
anticipated operating results and continuing difficulties with the
implementation of the company's reengineering program.  Pricing under the bank
credit agreement automatically increases or decreases with respect to certain
credit rating declines or improvements, respectively, based upon Moody's and
Standard & Poor's ratings of the company's senior unsecured debt.

The company's principal sources of liquidity are cash flows from operating
activities and borrowings under its bank credit agreement.  At third quarter
end 1996, $591 million was borrowed on the six-year amortizing term loan
facility, $89 million of letters of credit had been issued (reducing bank
credit capacity on a dollar-for-dollar basis) and $45 million was borrowed
under the $596 million five-year revolving credit facility of the bank credit
agreement.

The bank credit agreement and the indentures for the senior notes contain
customary covenants associated with similar facilities.  The bank credit
agreement currently contains the following more significant financial
covenants:  maintenance of a consolidated debt-to-net worth ratio of not more
than 2.25 to 1; maintenance of a minimum consolidated net worth of at least
$892 million; maintenance of a fixed charge coverage ratio of at least 1.1 to
1; a limitation on dividend payments of $.08 per share, per quarter; and
limitations on capital expenditures. Covenants associated with the senior
notes are generally less restrictive than those of the bank credit agreement. 

At third quarter end 1996, the company would have been allowed to borrow an
additional $461 million under the company's revolving credit facility
contained in the bank credit agreement.  Under the company's most restrictive
borrowing covenant, which is the fixed charge coverage ratio, $44 million of
additional fixed charges could have been incurred.  The company is currently
in compliance with all financial covenants under the bank credit agreement and
senior notes.  Because the David's judgment was vacated, the supersedeas bond
was canceled, and $135 million of collateral (in the form of letters of credit
issued by participants in the company's credit facility) was returned thereby
restoring that amount to the company's available credit.

In March 1996 the Board of Directors declared a quarterly cash dividend of
$.02 per share for the second quarter of 1996, a reduction of $.28 per share
from the first quarter.  In July and October of 1996, the Board of Directors
declared quarterly cash dividends of $.02 per share for the third and fourth
quarters of 1996, respectively.

Operating activities generated $223 million of net cash flows for the first 40
weeks in 1996 compared to $370 million in the comparable period in 1995. The
decrease is due to lower earnings, higher increases in accounts receivable and
lower decreases in inventory, all in 1996 as compared to the same period in
1995.  Additionally, the decrease is due to a decrease in accounts payable in
1996 compared to an increase in 1995.  Working capital was $232 million at
third-quarter end 1996, a decrease from $364 million at year-end 1995.  The
current ratio decreased to 1.18 to 1 at third-quarter end 1996, from 1.28 to 1
at year-end 1995. 

Capital expenditures year to date in 1996 were approximately $101 million. 
Management expects that 1996 capital expenditures, excluding acquisitions, if
any, will approximate $130 million.

The debt-to-capital ratio at the end of the third quarter of 1996 was 59.9%, a
decrease from year-end 1995, reflecting payments made on long-term debt ahead
of schedule.  The company's long-term target ratio is approximately 50%. 
Total capital was $2.7 billion at quarter end, lower than at year-end 1995 due
in part to debt repayments.

Management believes that the cash flow from operating activities and the
company's ability to borrow under its bank credit agreement will be adequate
to meet working capital, capital expenditure and other cash needs for the next
twelve months.  However, the company's future cash flow from operating
activities is likely to be negatively impacted by certain factors discussed in
Results of Operations - Other.  Furthermore, in the event of an unfavorable 
outcome in one or more contingent matters discussed in note 5 to consolidated
condensed financial statements which produces a material adverse effect on 
the company, or an increase in the likelihood of such an outcome, the 
company's access to capital under its bank credit agreement could be 
impeded or the company's debt obligations accelerated.  In such event, the 
company could be forced to seek replacement capital which might not be 
available on acceptable terms.

Litigation and Contingencies

The company is engaged from time to time in various litigation matters or
other contingent loss situations resulting from the ownership and operation of
its assets, the conduct of its business or the compliance (or alleged non-
compliance) with federal, state and local rules, regulations, ordinances and
laws 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 loss is deemed by management
to be both "probable" and "quantifiable" or "reasonably estimable."  In
addition, 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."

Certain contingent matters are discussed in note 5 to consolidated condensed 
financial statements and certain additional information is contained in 
Part II., Item 1. Legal Proceedings, both of which appear elsewhere and 
are incorporated by reference herein.  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's business, 
results of operations, cash flow, capital, access to capital or financial 
condition.



                 PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

(1)  Tropin v. Thenen, et al., Case No. 93-2502-CIV-Moreno, United States
District Court, Southern District of Florida.

Walco Investments, Inc., et al. v. Thenen, et al., Case No. 93-2534-CIV-Moreno, 
United States District Court, Southern District of Florida.

The company and several other defendants have been named in two suits filed in
U.S. District Court in Miami, Florida in December 1993.  The plaintiffs
predicate liability on the part of the company as a consequence of an
allegedly fraudulent scheme conducted by Premium Sales Corporation
("Premium"), a failed grocery diverter, and others in which large losses in
the Premium-related entities occurred to the detriment of a purported class of
investors which brought one of the suits.  This case was certified by the
court as a class action in June 1996.  The other suit is by the
receiver/trustee of the estates of Premium and certain of its affiliated
entities (the "Trustee").  Plaintiffs sought actual damages of approximately
$300 million, treble damages, punitive damages, attorneys' fees, costs,
expenses and other appropriate relief.  

The company announced in September 1996 it had reached an agreement to settle
the Premium cases.  Under the agreement, the Trustee, the class of investors
(excluding opt-outs and non-releasing Canadian investors, if any) and all
other claimants will dismiss their actions against the company in exchange for
a $19.5 million payment plus $500,000 for costs and expenses, and all related
claims involving the company will be dismissed.

The settlement is subject to, among other things, execution of a definitive
agreement by all parties or their representatives, court approval and receipt
by the company of releases from Canadian investors holding significant claims.

On August 22, 1996, four former employees of the company and numerous others
were variously indicted by a U.S. grand jury sitting in the Southern District
of Florida for multiple counts of fraud, conspiracy and other crimes,
including wire fraud, tax fraud and money laundering, allegedly committed in
furtherance of Premium's fraudulent scheme.  Neither the company nor any of
its current employees were indicted.

(2)  David's Supermarkets, Inc. vs. Fleming Companies, Inc., et al., Case No.
246-93, in the District Court of Johnson County, Texas.

The company, a former subsidiary subsequently merged with the company, and a
retired executive officer were named in a lawsuit filed in the District Court
in Johnson County, Texas (David's Supermarkets, Inc. v. Fleming Companies,
Inc. ("David's")) in August 1993 which was tried before a jury in February and
March 1996.  Plaintiff sought substantial actual damages, treble damages,
exemplary damages, attorney's fees, interest and costs against the company for
allegedly overcharging the plaintiff for products over a three-year period. 
The company considered the claims to be without merit.  However, following a
four-week trial the jury found against the company in the amount of $72.5
million for breach of contract, $201 million for fraud and $207.5 million for
violation of the Texas Deceptive Trade Practices Act ("DTPA"), and against the
executive in the amount of $51 million for fraud and $72.6 million for
violation of the DTPA.  On April 12, 1996, judgment was entered against the
company in the amount of $207.5 million for violation of the DTPA plus
prejudgment interest of $3.7 million and post-judgment interest at the rate of
10% per annum.  Judgment jointly and severally against the executive was
entered for $72.6 million plus pre-judgment and post-judgment interest.  The
company posted a supersedeas bond, commenced appeal of the judgment and filed
a motion for a new trial and the recusal of the trial judge on the grounds,
among others, that both the judge and the plaintiff failed to disclose
previous financial relationships between the judge and the plaintiff and
others connected with the plaintiff.

Subsequently, a new judge was assigned to the case, the court vacated the
judgment and granted the company a new trial, set to begin in January 1997. 
The court has withheld its ruling on defendants' motion for a change of venue
from Johnson County pending an attempt to impanel an impartial jury. 
Defendants' motions for summary judgment were denied in early November 1996.

Plaintiff continues to allege liability on the part of the company (and its
co-defendant) as the result of breach of contract, fraud, conspiracy and
violation of the DTPA, and seeks substantial actual damages, treble damages,
exemplary damages, attorneys' fees, interest and costs, totaling hundreds of
millions of dollars.

(3)  Steiner, et al. v. Fleming Companies, Inc., et al., Case No. CIV-96-480-M, 
United States District Court, Western District of Oklahoma.

Hollin, et al. v. Fleming Companies, Inc., et al., Case No. CIV-96-484-M,
United States District Court, Western District of Oklahoma.

Goldstein, et al. v. Fleming Companies, Inc., et al., Case No. CIV-96-510-M,
United States District Court, Western District of Oklahoma.

General Telecom Money Purchase Pension Plan & Trust, et al. v. Fleming
Companies, Inc., et al., Case No. CIV-96-593-M, United States District Court,
Western District of Oklahoma.

Bright Trading, Inc., et al. v. Fleming Companies, Inc., et al., Case No. 
CIV-96-830-M, United States District Court, Western District of Oklahoma.

City of Philadelphia, et al. v. Fleming Companies, Inc., et al., Case No. 
96-853-M, United States District Court, Western District of Oklahoma.

Pindus, et al. v. Fleming Companies, Inc., et al., Case No. CIV-96-869-M,
United States District Court, Western District of Oklahoma.

Hinton, et al. v. Fleming Companies, Inc., et al., Case No. CIV-96-942-C,
United States District Court, Western District of Oklahoma.

Wells, et al. v. Fleming Companies, Inc., et al., Case No. CIV-96-993-L,
United States District Court, Western District of Oklahoma.

Mark, et al. v. Fleming Companies, Inc., et al., Case No. CIV-96-506-M, United
States District Court, Western District of Oklahoma.

In March and April 1996 the company and certain of its present and former
officers, including the chief executive officer, were named as defendants in
nine purported class action lawsuits filed by certain of its stockholders and
one purported class action lawsuit filed by a noteholder, each in the U.S.
District Court for the Western District of Oklahoma, alleging the company
failed to properly disclose and account for the risk associated with the
David's litigation.  The plaintiffs in five of the stockholder cases also
claim the company failed to disclose that it was engaged in a deceptive course
of business with its customers that exposed it to substantial liability which
would severely impair the financial condition, performance and value of the
company.  The plaintiffs seek undetermined but significant damages.  Motions
to consolidate some or all of the cases are pending before the court.  

(4)  In re:  Megafoods Stores, Inc. and related proceedings, Case No. 
B-94-07411-P8X-RTB, U.S. Bankruptcy Court for the district of Arizona.

Megafoods Stores, Inc. ("Megafoods") and certain of its affiliates filed
Chapter 11 bankruptcy proceedings in Arizona in August 1994.  The company
filed claims, including a claim for indebtedness for goods sold on open
account, equipment leases and secured loans, totaling approximately $28
million.  The debtor is also liable or contingently liable to the company
under store subleases and lease guarantees extended by the company for the
debtor's benefit.  The debtor filed an adversary proceeding against the
company seeking subordination of the company's claims, return of an
approximate $12 million deposit and affirmative relief for damages which was
subsequently amended to include allegations similar to those in the David's
litigation.

In August 1996, the court approved a settlement of the debtor's adversary
proceeding against the company, subject to approval by the creditors of a
revised reorganization plan which will encompass the settlement.  Under the
terms of the settlement, the company will retain its $12 million working
capital deposit, relinquish its secured and unsecured claims in exchange for
the right to receive 10% of any distribution made to the unsecured creditors
and pay the debtor $2.5 million in exchange for the furniture, fixtures and
equipment from seventeen Megafoods stores (located primarily in Texas) and two
Texas warehouses.  The company agreed to lease back the furniture, fixtures
and equipment in fourteen of the stores to the reorganized debtor for nine
years (or until the expiration of the store lease) at an annual rental of $18
thousand per store.  In addition, the company will enter into a voting trust
agreement with the reorganized debtor which will provide that any shares of
the reorganized debtor held by the company will be voted in the same
proportion as the reorganized debtor's other shares are voted.  The company
will remain exposed to contingent liabilities for stores subleased by the
company to Megafoods and for certain leasehold guarantees extended to third
parties on Megafoods' behalf.

Although the company anticipated a vote on the reorganization plan sometime
during the third quarter of 1996, prior to the vote Megafoods began exploring
the sale of some or all of its assets.  On October 7, 1996, the debtor
announced an agreement in principle to sell its 16 Phoenix stores to a local
grocer for an undisclosed amount.  Although the company anticipates that any
sale will be made subject to the settlement agreement, the company can offer
no assurances that a sale will be consummated or that Megafoods can or will be
successfully reorganized.  

(5)  Rocco Costa, Inc., Rocco N. Costa and Patricia A. Costa v. Fleming
Companies, Inc. and Carroll L. McLarty, Cause No. 9633539, 164th Judicial
District, District Court, Harris County, Texas.  

The individual plaintiffs, through the corporate plaintiff, were the owners of
a retail grocery store in Kingwood, Texas, acquired by the company in June
1994 in exchange for satisfaction of a portion of indebtedness to the company
(approximately $300,000) and the forgiveness of the balance of the
indebtedness to the company (approximately $700,000).  The individual
plaintiffs were guarantors of the indebtedness who, along with the corporate
plaintiff, executed a full release of the company, its officers, directors,
etc. in connection with the acquisition of the store by the company.

Notwithstanding the release, the plaintiffs sued the company and an individual
executive in July 1996 alleging that the company and the individual made
representations to the plaintiffs to induce them to enter into the
transactions which included the release.  Further, plaintiffs claim that in
connection with the operation of the store, the company overcharged the
plaintiffs for goods and services, misled and deceived them about the cost of
such goods and services and manipulated the prices charged.  Plaintiffs seek
actual damages, both economic damages and damages for mental anguish,
additional damages and punitive damages of unstated amounts.

(6)  Fleming Foods East v. Red Apple, et al., Case No. 94-131268, Supreme
Court of New York, New York County.

In November 1994 Red Apple sought declaratory relief from the payment of a $5
million note (the balance of which was $2.3 million, the "Red Apple Note") to
the company until the company agreed to release its security interest in Red
Apple's collateral.  Red Apple also filed a claim seeking in excess of
$600,000 in damages for the company's alleged wrongful failure to release the
collateral and also seeking an accounting to determine if the company failed
to provide it with promised allowances in excess of $1 million.  The company
filed a counterclaim seeking, among other things, payment of principal and
interest due under the Red Apple Note and replevin of the collateral securing
the note.  The company has also filed a third-party action against Di Giorgio
Corporation (to whom the company sold its perishable business in Woodbridge,
New Jersey in 1994) seeking indemnification for any losses it may suffer as a
result of Red Apple's claims.  

The trial court granted the company's motion for partial summary judgment and
has entered judgment for the company on its claim under the Red Apple Note,
finding that Red Apple was not entitled to withhold payment.  That ruling has
been affirmed by a lower appellate court.  Red Apple has, however, sought
leave to appeal to the State of New York's highest court.

The company and Red Apple have entered into a partial settlement, under which
the company was paid approximately $1.2 million, in exchange for releasing its
security interest in Red Apple's receivables.  As part of the settlement, Red
Apple also dismissed with prejudice its $600,000 claim for the company's
allegedly wrongful failure to release the collateral.  The amount now owed to
the company is approximately $1.3 million, plus interest and attorneys' fees,
which is reflected in the Court's judgment entered in the company's favor.

Red Apple's claim that the company failed to provide it with allowances in
excess of $1 million was dismissed on the company's motion for summary
judgment.  However, the trial court granted Red Apple leave to file an amended
complaint alleging causes of action for breach of contract for the company's
alleged failure to provide the allowances and for allegedly overcharging Red
Apple when the company was Red Apple's supplier of perishable products, citing
the David's litigation (described in paragraph (2) above) in support of such
cause of action.

For the overcharge claim, Red Apple alleges that it entered into a supply
proposal containing terms similar to those contained in the supply agreement
between the company and David's, and that based on the supply proposal, a
supply agreement, and related documents, the company was contractually
required to provide Red Apple with certain product at a price which was
represented to be the company's cost plus an agreed upon markup.  Red Apple
alleges, upon information and belief, that since 1985 (the company ceased
doing business with Red Apple in 1994), the company has overcharged it by
inflating the cost against which a markup was then applied, and that the
company has overcharged Red Apple by diverting lower cost products from one
region to another region and charging Red Apple a higher cost.  Red Apple
alleges that it has suffered damages in an amount to be determined at trial,
but believed by it to be in excess of $1 million.

The company has filed a motion to dismiss the amended complaint, which is
pending.

(7)  Richard E. Ieyoub, Attorney General ex rel., State of Louisiana v. The
American Tobacco Company, et al., Case No. 96-1209, 14th Judicial District
Court, Parish of Calcasieu, State of Louisiana.

In August 1996 the registrant was served in this case brought by the Attorney
General of the State of Louisiana against numerous named tobacco companies and
distributors (including Malone & Hyde, Inc., a former subsidiary which has
been merged into the registrant) claiming that the defendants' products and
conduct were the cause of thousands of deaths, injuries and illnesses and
millions of dollars of state health-care and related expenditures.  The
registrant has been indemnified by one of the tobacco companies and will
vigorously defend the case.

(8)  Cauley, et al. v. Stauth, et al., Case No. CIV-96-1679T, United States
District Court, Western District of Oklahoma.

In October 1996 certain of the company's present and former officers and
directors, including the chief executive officer and others (which may include
the company's outside legal advisors, independent accountants and other
management personnel) have been named as defendants in a purported
shareholder's derivative suit in the U.S. District Court for the Western
District of Oklahoma.  Plaintiff alleges the defendants breached their
respective fiduciary duties to the company and are variably responsible for
causing the company to (I) become "involved with" Premium Sales and its
illegal course of business resulting in the Premium litigation and the $20
million settlement agreement discussed above; (ii) "systematically"
misrepresent and overstate the cost of company products sold to its customers
in violation of its purchase agreements, resulting in the David's litigation
and ultimately leading to the class action suits discussed above; and (iii)
fail to meet its disclosure obligations under the Securities Exchange Act of
1934, as amended, resulting in the class action lawsuits discussed above and
increased borrowing costs, loss of customers and loss of market value.

Plaintiff seeks damages from the defendants on behalf of the company in excess
of $50,000, forfeiture by the defendants of their salaries and other
compensation for the period in which they breached their fiduciary duties and
that all monies held by the company as deferred compensation or otherwise on
behalf of the defendants remain in constructive trust for the benefit of the
company, attorney's fees and costs.

Rosenberg v. Stauth, et al., Case No. CIV-96-1808M, United States District
Court, Western District of Oklahoma.

The plaintiff in this purported shareholder derivative action filed in October
1996, similar to the Cauley case described above, has sued the same present
and former officers and directors, including the company's chief executive
officer, but has also sued other present and former officers.  In this case,
also filed in the U.S. District Court for the Western District of Oklahoma,
plaintiff has alleged the defendants caused the company to:  (I) violate
certain purchase agreements with David's Supermarkets, Inc. ("David's")
resulting in the David's litigation described above, (ii) fail to disclose to
the investing public the risks associated with litigation initiated against
the company by David's, in which David's alleged Fleming violated certain
purchase agreements and was thereby liable to David's for violation of the
Texas Deceptive Trade Practices Act, (iii) violate certain purchase agreements
with Megafoods Stores, Inc. ("Megafoods"), which Megafoods' claims were
violated in a manner similar to that alleged by David's in the David's
litigation, and (iv) defraud persons who invested in the Premium Sales matter
resulting in the Premium Sales litigation described above.

Plaintiff demands judgment for money damages in favor of the company for all
losses suffered as the result of the wrongful acts of the defendants, punitive
damages, treble damages, attorney's fees and costs.



Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

        Exhibit Number                                     Page Number

            4.0   Amendment No. 6 to Credit Agreement
                  dated as of October 21, 1996

            12    Computation of Ratio of Earnings            
                    to Fixed Charges

            27    Financial Data Schedule                      

(b) Report on Form 8-K

On September 12, 1996, registrant disclosed under Item 5. the agreement in
principle to settle the Premium Sales litigation, two lawsuits in which the
plaintiffs alleged liability on the part of the registrant by reason of its
alleged part in a fraudulent scheme conducted by Premium Sales Corporation, a
failed grocery diverter.
<PAGE>

                            SIGNATURES


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

   
                                        FLEMING COMPANIES, INC.
                                             (Registrant)


Date: November 12, 1996                 KEVIN J. TWOMEY
                                        Kevin J. Twomey   
                                        Vice President-Controller
                                        (Principal Accounting Officer)
<PAGE>
                        EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit No.                                       Method of Filing
-------                                           ----------------
<S>        <C>                                    <C>
4.0        Amendment No. 6 to Credit Agreement    Filed herewith electronically
           dated as of October 21, 1996           

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

27         Financial Data Schedule                Filed herewith electronically
</TABLE>