EXHIBIT 99.1

                         FLEMING TO OFFER $260 MILLION

                        10-YEAR SENIOR SUBORDINATED NOTES

         NET PROCEEDS TO REDEEM 10.5% SENIOR SUBORDINATED NOTES DUE 2004

DALLAS, APRIL 1, 2002 - Fleming Companies, Inc. (NYSE: FLM) today announced that
it intends to offer for sale $260 million of senior subordinated notes due 2012
in a private placement. The net proceeds of the offering will be used to redeem
Fleming's currently outstanding $250 million 10.5% senior subordinated notes due
2004. The new 10-year notes, which will be guaranteed by Fleming's current and
future wholly-owned subsidiaries, could be priced for sale as soon as tomorrow,
April 2nd, 2002. Fleming will issue a formal Notice of Redemption for the 2004
notes shortly.

"The combined benefits of low interest rates and strength in the capital markets
provide Fleming an opportunity to, essentially, extend the maturity on this
debt," said Neal J. Rider, Fleming's Executive Vice President and Chief
Financial Officer.

The new 10-year notes will be offered to qualified institutional buyers under
Rule 144A and to persons outside the United States under Regulation S. The notes
will not be registered under the Securities Act of 1933, as amended, and unless
so registered, may not be offered or sold in the United States except pursuant
to an exemption from the registration requirements of the Securities Act and
applicable state securities laws. 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 notes in any state in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of
any such state.

Forward-Looking Statements

This release includes forward-looking statements that depend on future events
for their accuracy, or rely upon projections and assumptions that may prove to
be inaccurate. These forward-looking statements and the company's business and
prospects are subject to a number of factors that could cause actual results to
differ materially, including: the ability to obtain capital or obtain it

on acceptable terms; adverse effects of the changing industry environment and
increased competition; adverse effects of Kmart Corporation's recent bankruptcy
filing; negative effects of the company's substantial indebtedness and the
limitations imposed by restrictive covenants contained in the company's debt
instruments; general economic conditions; and disruptions in labor relations
with union bargaining units. These and other risk factors are described in the
company's Securities and Exchange Commission reports, including but not limited
to the 10-K Report for the 2001 fiscal year. The company undertakes no
obligation to update forward-looking statements to reflect developments or
information obtained after the date of this release.