FLEMING ANNOUNCES $1.35 BILLION RECAPITALIZATION PROGRAM

Oklahoma  City,  June  16, 1997 --  Fleming Companies, Inc. (FLM) announced
today that its Board of Directors approved a $1.35 billion recapitalization
program for the company.   This  comprehensive  program consists of an $850
million Senior Secured Credit Facility, with bank  credit commitments of up
to 7 years, and $500 million of privately placed Senior Subordinated Notes,
with  maturities  of  up  to  10 years. Proceeds from the  recapitalization
program will be used to repay all  outstanding  bank  debt  and  retire the
company's floating rate Senior Notes due 2001.

Chairman  and  CEO  Robert  Stauth  said,  "Gaining a new, longer-term bank
credit  facility is a key objective of our recapitalization  program.  This
strengthened   capital   structure  will  provide  Fleming  with  increased
flexibility to pursue new business investments and redeploy assets."

The $850 million Senior Secured  Credit  Facility  is  comprised  of a $600
million  revolving  credit  facility  which  matures in 6 years, and a $250
million amortizing term loan which has a final  maturity  of  7 years.  The
new  bank  credit  facility  will  be  led  by The Chase Manhattan Bank  as
administrative agent.  Bank of America NT&SA  has  been  named  syndication
agent  and  Societe  Generale has been named documentation agent.  The  new
bank credit facility will  replace the company's credit agreement which was
implemented in July 1994 to finance the Scrivner acquisition.


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Fleming Announces Recapitalization, pg. 2

The Senior Subordinated Notes  will  be junior to the company's outstanding
secured and unsecured long-term debt.   The  Senior  Subordinated Notes are
expected to be issued in two tranches; the longest maturity may be up to 10
years.   The  Senior  Subordinated  Notes  have not been and  will  not  be
registered  under  the  Securities  Act  of 1933,  nor  under  any  state's
securities act, and may not be offered or  sold in the United States absent
registration  or  an applicable exemption from  registration  requirements.
This  press  release   shall  not  constitute  an  offer  to  sell  or  the
solicitation of an offer to buy, nor shall there be any sale of, the Senior
Subordinated Notes referred  to  herein  in  any jurisdiction in which such
offer,  solicitation or sale would be unlawful  prior  to  registration  or
qualification under the securities laws of any such jurisdiction.

Executive  Vice  President  and CFO Harry Winn said, "This recapitalization
program will improve Fleming's capital structure and enable us to achieve a
number of other important benefits  for  the  company and our shareholders.
The  recapitalization program will diversify Fleming's  capital  structure,
reduce our bank debt and Senior Notes due 2001, reduce our annual scheduled
debt  maturities,  and  extend  the  average  life  of our debt portfolio."
Winn added,  "We  believe  that current market conditions are favorable for
Fleming to pursue this recapitalization."

The recapitalization program  is  expected  to  result  in an extraordinary
charge of approximately $13 million, or an  impact of $0.35 on earnings per 
share  on  an  after-tax basis, in the company's second quarter ending July 
12, 1997.  Most of the charge represents a non-cash write-off of unamortized 
financing costs related to the debt to be repaid.

As one of the nation's leading food marketing and  distribution  companies,
Fleming  serves  more than 3,100 supermarkets, including approximately  270
company-owned stores, in 42 states.

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