Exhibit 4.8



             INSTRUMENTS DEFINING THE RIGHTS OF
           SECURITY HOLDERS, INCLUDING INDENTURES



The  Registrant has various long-term debt agreements  which
define  the  rights  of  the holders  of  the  related  debt
securities  of  the Registrant.   The Registrant  agrees  to
furnish  copies  of  any  unfiled  debt  agreements  to  the
Commission upon request.



                                        FLEMING COMPANIES, INC.
                                        (Registrant)


                                        KEVIN TWOMEY

Date:    March 14, 2000             By  Kevin Twomey
                                        Senior Vice President, Finance
                                        and Controller (Principal
                                        Accounting Officer)