SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 27, 1996 Date of Report (Date of earliest event reported) FLEMING COMPANIES, INC. (Exact name of registrant as specified in its charter) Oklahoma 1-8140 48-0222760 (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) identification) 6301 Waterford Boulevard, Box 26647 Oklahoma City, Oklahoma 73126 (Address of Principal Executive Offices) (405)840-7200 Registrant's telephone number, including area code Item 5. Other Events. On February 27, 1996, the company adopted a new rights plan to replace the current rights plan upon its expiration in July 1996. The new right plan is filed herewith as Exhibit 4.0. 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 hereunto duly authorized. FLEMING COMPANIES, INC. KEVIN J. TWOMEY Kevin J. Twomey Vice President - Controller Date: March 21, 1996