Exhibit 4.9


             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)

                                           NEAL RIDER

Date:    March 23, 2000                By  Neal Rider
                                           Executive Vice President and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)