Exhibit 10.79

                 AMENDMENT NO. 1 TO THE FLEMING COMPANIES, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN


     Pursuant to the authority vested in the undersigned, the Fleming Companies,
Inc. Executive Deferred Compensation Plan (the "Plan") is hereby amended as
follows:

     Subsection 2.1(mm) of the Plan is hereby amended by adding to said
Subsection the following:

     "Provided, in addition to `Years of Credited Service' being credited
     as provided under the Qualified Plan, with respect to any Participant
     who has been selected for participation in the Fleming Companies, Inc.
     Key Executive Retention Plan (the `Retention Plan') then, for each
     completed `year' (as defined in the Retention Plan), that the
     Participant participates in the Retention Plan, such Participant will
     be credited with an additional two Years of Credited Service under
     this Plan. With respect to any additional Years of Credited Service
     credited to the Participant for participation in the Retention Plan,
     such years will be considered for purposes of calculating such
     Participant's Supplemental Normal Retirement Income as provided in
     Section 5.1(a) herein, assuming such additional Years of Credited
     Service were earned under the Qualified Plan for purposes of
     calculating the Participant's Qualified Plan Benefit and for vesting,
     but such additional service will not be considered for purposes of
     calculating the actual Qualified Plan Benefit earned at any point in
     time as provided in Section 5.1(b) herein. In addition, such
     additional Years of Credited Service will be considered for purposes
     of calculating the Participant's Supplemental Normal Retirement Income
     in the event of a Change of Control as provided in Section 9.2 herein,
     and such additional benefit shall be part of the Participant's
     Supplemental Normal Retirement Income which will become 100% vested
     and nonforfeitable upon the occurrence of Change of Control, as
     provided in Section 9.2 hereof. Further, payments under the Fleming
     Companies, Inc. 2001 Corporate Officer Long-Term Incentive Plan, the
     Retention Plan or any other plan or agreement sponsored by the Company
     under which payments are designated to be for retention of the
     Participant to remain in the employ of the Company will not be
     considered as `compensation,' Annual Final Compensation or for any
     other purpose under the Plan."

     Except as otherwise provided in this Amendment No. 1, the Fleming
Companies, Inc. Executive Deferred Compensation Plan is hereby ratified and
confirmed in all respects.

     Executed this 27th day of February, 2001.

                                          FLEMING COMPANIES, INC., an Oklahoma
                                          corporation


ATTEST:                                   BY SCOTT M. NORTHCUTT
                                             Scott M. Northcutt, Executive
                                             Vice President - Human Resources
CARLOS HERNANDEZ
Carlos Hernandez, Senior Vice
President, General Counsel and
Secretary