EXHIBIT 23.2



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We have  issued  our  report  dated May 31,  2001,  accompanying  the  financial
statements and schedule included in the Annual Report of Fleming Companies, Inc.
Matching 401 (k) Plan (formerly known as the Consolidated Savings Plus and Stock
Ownership Plan for Fleming  Companies,  Inc. and Its  Subsidiaries) on Form 11-K
for the year ended December 29, 2000. We hereby consent to the  incorporation by
reference of said report in the  Registration  Statement  of Fleming  Companies,
Inc. on Form S-8 (File No. 333-89375), effective October 20, 1999.


GRANT THORNTON LLP

Oklahoma City, Oklahoma
June 25, 2001