FIRST AMENDMENT TO
              RESTRICTED STOCK AWARD AGREEMENT FOR 
        FLEMING COMPANIES, INC. 1996 STOCK INCENTIVE PLAN


          THIS FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT
FOR FLEMING COMPANIES, INC. 1996 STOCK INCENTIVE PLAN dated as of
August 18, 1998 (the "Amendment"), is made by and between Fleming
Companies, Inc., an Oklahoma corporation (the "Company"), and ____
______________, an individual (the "Participant").

                       W I T N E S S E T H:

          WHEREAS, the Company and the Participant entered into
that certain Restricted Stock Award Agreement for Fleming
Companies, Inc. 1996 Stock Incentive Plan dated as of November 1,
1997 (the "Restricted Stock Agreement"); and 

          WHEREAS, the Company and the Participant mutually desire
to amend the Restricted Stock Agreement, and it is to the mutual
benefit of the Company and the Participant to amend the Restricted
Stock Agreement.

          NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the Company and
the Participant hereby amend the Restricted Stock Agreement as
follows:  

     1.   The Amendments.  

          (a)  Section 3(b).  Section 3(b) of the Restricted Stock
Agreement is amended by deleting the words "which have not yet
vested upon a Change of Control of the Company, as such term is
defined in Section 2.4(a) of the Plan" at the end thereof and
replacing them with the following:

          "which have not yet vested upon the occurrence
          of a Change of Control Event as such term is
          defined in Section 2.4 of the Plan."

          (b)  Section 5.  Section 5 of the Restricted Stock
Agreement is amended by deleting the words "or a Change of Control
of the Company occurs as defined in Section 2.4(a) of the Plan" in
the third paragraph thereof and replacing them with the following:

          "or a Change of Control Event occurs as
          defined in Section 2.4 of the Plan."

     2.   The Agreement.  The term "Agreement" as used in the
Restricted Stock Agreement and in this Amendment shall hereafter
mean the Restricted Stock Agreement as amended by this Amendment. 
The Restricted Stock Agreement, as amended hereby, shall continue
in full force and effect in accordance with the terms thereof.

     3.   Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of Oklahoma.

     4.   Counterparts.  This Amendment may be executed in one or
more counterparts, all of which shall be considered one and the
same instrument and shall become effective when one or more of the
counterparts have been signed by each of the parties and delivered
to the other parties.

          IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed on the date first written above.


                                FLEMING COMPANIES, INC., an
                                Oklahoma corporation


                                By                               
                                  Craig A. Grant
                                  Senior Vice President -
                                    Organizational Strategies and
                                    Management Development

                                         "COMPANY"


                                                                 
                                ______________, an individual

                                         "Participant"