<PAGE>
                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                    FORM S-8
                Registration Statement under the Securities Act
                                    of 1933
                            FLEMING COMPANIES, INC.

             (Exact name of registrant as specified in its charter)

         Oklahoma                                      48-0222760
  (State of incorporation)                 (I.R.S. Employer Identification No.)

                                 P.O. Box 299013
                              1945 Lakepointe Drive
                             Lewisville, Texas 75029
                     (Address of Principal Executive Office)

                FLEMING COMPANIES, INC. 2002 STOCK INCENTIVE PLAN
           FLEMING COMPANIES, INC. 2002 ASSOCIATE STOCK PURCHASE PLAN
            FLEMING COMPANIES, INC. 2002 AIM HIGH PLUS INCENTIVE PLAN
            NON-QUALIFIED STOCK OPTION AGREEMENT WITH TIMOTHY LABEAU
               NON-QUALIFIED STOCK OPTION AGREEMENT J.R. CAMPBELL
                            (Full title of the plans)

                               Carlos M. Hernandez
                         Senior Vice President, General
                              Counsel and Secretary
                             Fleming Companies, Inc.
                                 P.O. Box 299013
                              1945 Lakepointe Drive
                                Lewisville, Texas
                           (Name and address of agent
                                  for service)
                                  972-906-8000
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
<Table>
<Caption>
                                                    Proposed maximum       Proposed maximum
 Title of securities to       Amount to be         offering price per     aggregate offering          Amount of
     be registered             registered                 unit                   price            registration fee
 ----------------------       ------------         ------------------     ------------------      ----------------
<S>                        <C>                     <C>                    <C>                     <C>
Common Stock, $2.50 par    3,500,000 shares(2)         $20.81(1)            $72,835,000(1)            $6,700.82
value
Common Stock, $2.50 par    1,800,000 shares(2)        $20.81(1) (3)        $37,458,000(1) (3)         $3,446.14
value
Common Stock, $2.50 par     750,000 shares(2)          $20.81(1)            $15,607,500(1)            $1,435.89
value
Common Stock, $2.50 par      200,000 shares             $20.155               $4,031,000               $370.85
value
Common Stock, $2.50 par      100,000 shares              $19.10               $1,910,000               $175.72
value
Total                           6,350,000                                    $131,841,500            $12,129.22
</Table>

----------

(1)      Estimated pursuant to Rules 457(c) and (h) of the Securities Act of
         1933, as amended, solely for the purpose of calculating the
         registration fee and based upon the average of the high and low prices
         of Fleming Companies, Inc. Common Stock as reported by the New York
         Stock Exchange on June 4, 2002.

(2)      The number of shares of Common Stock stated above is the aggregate
         number of such shares which may be issued (including shares which may
         be issued upon exercise of options) under each of the plans registered
         under this Registration Statement. The maximum number of shares which
         may be issued under the plans cannot presently be determined as
         adjustments in the number of shares may be made in the event of stock
         splits, stock dividends, or other changes in the corporate structure or
         shares as specified in the plans. Accordingly, this Registration
         Statement covers, in addition to the number of shares of Common Stock
         stated above, an indeterminate number of shares, which by reason of any
         of such event may become subject to issuance under the plans.

(3)      In accordance with the calculation of the offering price under the 2002
         Associate Stock Purchase Plan, the average price for the Common Stock
         is multiplied by a factor of .85 to arrive at the maximum offering
         price.



<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.      Plan Information (1)

Item 2.      Registrant Information and Employee Plan Annual Information (1)

----------

(1)      Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with the Note to Part I of Form S-8 and has been or will be sent or
         given to participants in the Plan as specified in Rule 428(b)(1).

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.

                  The registrant incorporates herein by reference the following
documents filed with the Securities and Exchange Commission (the "Commission"):

                  (1) The registrant's Annual Report on Form 10-K for the fiscal
year ended December 29, 2001.

                  (2) The registrant's Form 10-Q for the period ended April 20,
2002; and the registrant's current reports on Form 8-K filed April 24, 2002 and
May 20, 2002, as amended on Form 8-K/A filed May 29, 2002.

                  (3) The description of Common Stock contained in the
registrant's Registration Statement on Form 8-A, as amended, filed under the
Exchange Act on April 19, 1983 (File No. 1-8140), including any amendments or
reports filed for the purpose of updating such description.

                  All documents filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all of the shares of
the registrant's Common Stock covered by this registration statement have been
sold or which deregisters all such shares then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

Item 4.      Description of Securities.

                  Not applicable.

Item 5.      Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.      Indemnification of Directors and Officers.

                  Section 1031 of the Oklahoma General Corporation Act, under
which act the registrant is incorporated, authorizes the indemnification of
officers and directors in certain circumstances. Article Thirteen of the
registrant's Restated Certificate of Incorporation, as well as Section 8.3 of
the registrant's Bylaws, provide indemnification of directors, officers and
agents to the extent permitted by Oklahoma General Corporation Act. These
provisions may be sufficiently broad to indemnify such persons for liabilities
under the Securities Act of 1933. In addition, Article Thirteen of the
registrant's Restated Certificate of Incorporation permits the exculpation



                                      II-1

<PAGE>

of a director for monetary damages for breach of fiduciary duty as a director.
In addition, the registrant maintains insurance policies that insure its
officers and directors against certain liabilities.

Item 7.      Exemption from Registration Claimed.

                  Not applicable.

Item 8.      Exhibits.

                  4.1      Certificate of Incorporation (incorporated by
                           reference to Exhibit 3.1 to the registrant's
                           Quarterly Report on Form 10-Q for quarter ended April
                           17, 1999).

                  4.2      Bylaws (incorporated by reference to Exhibit 3.2 to
                           the registrant's Quarterly Report on Form 10-Q for
                           quarter ended April 17, 1999).

                  5        Opinion of McAfee & Taft A Professional Corporation.

                  15       Letter from Independent Accountants as to Unaudited
                           Interim Financial Information.

                  23.1     Consent of McAfee & Taft A Professional Corporation
                           (included in Exhibit 5).

                  23.2     Consent of Deloitte & Touche LLP.

                  24.1     Power of Attorney (included on signature page).

                  99.1     Fleming Companies, Inc. 2002 Stock Incentive Plan,
                           effective as of February 27, 2002 (incorporated by
                           reference to Exhibit A to registrant's Proxy
                           Statement for the fiscal year ended December 29,
                           2002).

                  99.2     Form of Non-Qualified Stock Option Agreement under
                           Fleming Companies, Inc. 2002 Stock Incentive Plan
                           (Corporate).

                  99.3     Form of Non-Qualified Stock Option Agreement under
                           Fleming Companies, Inc. 2002 Stock Incentive Plan
                           (Retail)

                  99.4     Form of Non-Qualified Stock Option Agreement under
                           Fleming Companies, Inc. 2002 Stock Incentive Plan
                           (Wholesale)

                  99.5     Fleming Companies, Inc. 2002 Associate Stock Purchase
                           Plan, effective as of July 1, 2002 (incorporated by
                           reference to Exhibit B to registrant's Proxy
                           Statement for the fiscal year ended December 29,
                           2002).

                  99.6     Fleming Companies, Inc. 2002 AIM High Plus Incentive
                           Plan, effective as of February 27, 2002 (incorporated
                           by reference to Exhibit D to registrant's Proxy
                           Statement for the fiscal year ended December 29,
                           2002).

                  99.7     Non-Qualified Stock Option Agreement by and between
                           registrant and Timothy LaBeau dated December 30,
                           2001.

                  99.8     Non-Qualified Stock Option Agreement by and between
                           registrant and J.R. Campbell dated December 18, 2001.

Item 9.      Undertakings.

                  The undersigned registrant hereby undertakes:



                                      II-2

<PAGE>

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

                  Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference herein.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference herein shall
be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefor, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-3
<PAGE>



                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lewisville, State of Texas, on the 11th day of
June, 2002.

(Registrant)                        FLEMING COMPANIES, INC.


                                 By: /s/ CARLOS M. HERNANDEZ
                                    -------------------------------------------
                                    Carlos M. Hernandez
                                    Senior Vice President, General Counsel and
                                    Secretary


                  We, the undersigned officers and directors of Fleming
Companies, Inc. (hereinafter the "Company"), hereby severally constitute Mark S.
Hansen and Carlos M. Hernandez, and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign for us, and
in our names as officers or directors, or both, of the Company, this
registration statement on Form S-8 (and any and all amendments thereto,
including post-effective amendments) to be filed with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

<Table>
<Caption>
Signature                                                Title                         Date
---------                                                -----                         ----
<S>                                      <C>                                    <C>
/s/ MARK S. HANSEN                       Chairman of the Board and Chief        )
--------------------------------------   Executive Officer                      )
Mark S. Hansen                                                                  )
                                                                                )
/s/ NEAL J. RIDER                        Executive Vice President and Chief     )
--------------------------------------   Financial Officer (principal           )
Neal J. Rider                            financial officer)                     )
                                                                                )
/s/ MARK D. SHAPIRO                      Senior Vice President, Finance and     )
--------------------------------------   Operations Control (principal          )   June 11th, 2002
Mark D. Shapiro                          accounting officer)                    )
                                                                                )
/s/ HERBERT M. BAUM                      Director                               )
--------------------------------------                                          )
Herbert M. Baum                                                                 )
                                                                                )
                                         Director                               )
--------------------------------------                                          )
Kenneth M. Duberstein                                                           )
                                                                                )
/s/ ARCHIE R. DYKES                      Director                               )
--------------------------------------                                          )
Archie R. Dykes                                                                 )
                                                                                )
                                         Director                               )
--------------------------------------                                          )
Carol B. Hallett                                                                )
                                                                                )
/s/ ROBERT S. HAMADA                     Director                               )
--------------------------------------                                          )
Robert S. Hamada                                                                )
                                                                                )
/s/ ALICE M. PETERSON                    Director                               )
--------------------------------------                                          )
Alice M. Peterson                                                               )
</Table>


<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>
Exhibit No.
<S>               <C>

    4.1           Certificate of Incorporation (incorporated by reference to
                  Exhibit 3.1 to registrant's Quarterly Report on Form 10-Q for
                  quarter ended April 17, 1999).

    4.2           Bylaws (incorporated by reference to Exhibit 3.2 to the
                  registrant's Quarterly Report on Form 10-Q for quarter ended
                  April 17, 1999).

    5             Opinion of McAfee & Taft A Professional Corporation.

    15            Letter from Independent Accountants as to Unaudited Interim
                  Financial Information.

    23.1          Consent of McAfee & Taft A Professional Corporation (included
                  in Exhibit 5).

    23.2          Consent of Deloitte & Touche LLP.

    24.1          Power of Attorney (included on signature page).

    99.1          Fleming Companies, Inc. 2002 Stock Incentive Plan, effective
                  as of February 27, 2002 (incorporated by reference to Exhibit
                  A to registrant's Proxy Statement for the fiscal year ended
                  December 29, 2002).

    99.2          Form of Non-Qualified Stock Option Agreement under Fleming
                  Companies, Inc. 2002 Stock Incentive Plan (Corporate).

    99.3          Form of Non-Qualified Stock Option Agreement under Fleming
                  Companies, Inc. 2002 Stock Incentive Plan (Retail).

    99.4          Form of Non-Qualified Stock Option Agreement under Fleming
                  Companies, Inc. 2002 Stock Incentive Plan (Wholesale).

    99.5          Fleming Companies, Inc. 2002 Associate Stock Purchase Plan,
                  effective as of July 1, 2002 (incorporated by reference to
                  Exhibit B to registrant's Proxy Statement for the fiscal year
                  ended December 29, 2002).

    99.6          Fleming Companies, Inc. 2002 AIM High Plus Incentive Plan,
                  effective as of February 27, 2002 (incorporated by reference
                  to Exhibit D to registrant's Proxy Statement for the fiscal
                  year ended December 29, 2002).

    99.7          Non-Qualified Stock Option Agreement by and between registrant
                  and Timothy LaBeau dated December 30, 2001.

    99.8          Non-Qualified Stock Option Agreement by and between registrant
                  and J.R. Campbell dated December 18, 2001.
</Table>
[{"type": "S-8", "sequence": "1", "filename": "d97628sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23780}]
{"company-data": {"conformed-name": "FLEMING COMPANIES INC /OK/", "cik": "0000352949", "assigned-sic": "5141", "irs-number": "480222760", "state-of-incorporation": "OK", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90238", "film-number": "02676523"}, "business-address": {"street1": "1945 LAKEPOINTE DRIVE", "city": "LEWISVILLE", "state": "TX", "zip": "73126", "phone": "4058407200"}, "mail-address": {"street1": "1945 LAKEPOINT DRIVE", "city": "LEWISVILLE", "state": "TX", "zip": "75057"}}
United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                    FORM S-8
                Registration Statement under the Securities Act
                                    of 1933
                            FLEMING COMPANIES, INC.

             (Exact name of registrant as specified in its charter)

         Oklahoma                                      48-0222760
  (State of incorporation)                 (I.R.S. Employer Identification No.)

                                 P.O. Box 299013
                              1945 Lakepointe Drive
                             Lewisville, Texas 75029
                     (Address of Principal Executive Office)

                FLEMING COMPANIES, INC. 2002 STOCK INCENTIVE PLAN
           FLEMING COMPANIES, INC. 2002 ASSOCIATE STOCK PURCHASE PLAN
            FLEMING COMPANIES, INC. 2002 AIM HIGH PLUS INCENTIVE PLAN
            NON-QUALIFIED STOCK OPTION AGREEMENT WITH TIMOTHY LABEAU
               NON-QUALIFIED STOCK OPTION AGREEMENT J.R. CAMPBELL
                            (Full title of the plans)

                               Carlos M. Hernandez
                         Senior Vice President, General
                              Counsel and Secretary
                             Fleming Companies, Inc.
                                 P.O. Box 299013
                              1945 Lakepointe Drive
                                Lewisville, Texas
                           (Name and address of agent
                                  for service)
                                  972-906-8000
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
Proposed maximum       Proposed maximum
 Title of securities to       Amount to be         offering price per     aggregate offering          Amount of
     be registered             registered                 unit                   price            registration fee
 ----------------------       ------------         ------------------     ------------------      ----------------
Common Stock, $2.50 par    3,500,000 shares(2)         $20.81(1)            $72,835,000(1)            $6,700.82
value
Common Stock, $2.50 par    1,800,000 shares(2)        $20.81(1) (3)        $37,458,000(1) (3)         $3,446.14
value
Common Stock, $2.50 par     750,000 shares(2)          $20.81(1)            $15,607,500(1)            $1,435.89
value
Common Stock, $2.50 par      200,000 shares             $20.155               $4,031,000               $370.85
value
Common Stock, $2.50 par      100,000 shares              $19.10               $1,910,000               $175.72
value
Total                           6,350,000                                    $131,841,500            $12,129.22
----------

(1)      Estimated pursuant to Rules 457(c) and (h) of the Securities Act of
         1933, as amended, solely for the purpose of calculating the
         registration fee and based upon the average of the high and low prices
         of Fleming Companies, Inc. Common Stock as reported by the New York
         Stock Exchange on June 4, 2002.

(2)      The number of shares of Common Stock stated above is the aggregate
         number of such shares which may be issued (including shares which may
         be issued upon exercise of options) under each of the plans registered
         under this Registration Statement. The maximum number of shares which
         may be issued under the plans cannot presently be determined as
         adjustments in the number of shares may be made in the event of stock
         splits, stock dividends, or other changes in the corporate structure or
         shares as specified in the plans. Accordingly, this Registration
         Statement covers, in addition to the number of shares of Common Stock
         stated above, an indeterminate number of shares, which by reason of any
         of such event may become subject to issuance under the plans.

(3)      In accordance with the calculation of the offering price under the 2002
         Associate Stock Purchase Plan, the average price for the Common Stock
         is multiplied by a factor of .85 to arrive at the maximum offering
         price.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.      Plan Information (1)

Item 2.      Registrant Information and Employee Plan Annual Information (1)

----------

(1)      Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with the Note to Part I of Form S-8 and has been or will be sent or
         given to participants in the Plan as specified in Rule 428(b)(1).

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.

                  The registrant incorporates herein by reference the following
documents filed with the Securities and Exchange Commission (the "Commission"):

                  (1) The registrant's Annual Report on Form 10-K for the fiscal
year ended December 29, 2001.

                  (2) The registrant's Form 10-Q for the period ended April 20,
2002; and the registrant's current reports on Form 8-K filed April 24, 2002 and
May 20, 2002, as amended on Form 8-K/A filed May 29, 2002.

                  (3) The description of Common Stock contained in the
registrant's Registration Statement on Form 8-A, as amended, filed under the
Exchange Act on April 19, 1983 (File No. 1-8140), including any amendments or
reports filed for the purpose of updating such description.

                  All documents filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all of the shares of
the registrant's Common Stock covered by this registration statement have been
sold or which deregisters all such shares then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

Item 4.      Description of Securities.

                  Not applicable.

Item 5.      Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.      Indemnification of Directors and Officers.

                  Section 1031 of the Oklahoma General Corporation Act, under
which act the registrant is incorporated, authorizes the indemnification of
officers and directors in certain circumstances. Article Thirteen of the
registrant's Restated Certificate of Incorporation, as well as Section 8.3 of
the registrant's Bylaws, provide indemnification of directors, officers and
agents to the extent permitted by Oklahoma General Corporation Act. These
provisions may be sufficiently broad to indemnify such persons for liabilities
under the Securities Act of 1933. In addition, Article Thirteen of the
registrant's Restated Certificate of Incorporation permits the exculpation

                                      II-1
of a director for monetary damages for breach of fiduciary duty as a director.
In addition, the registrant maintains insurance policies that insure its
officers and directors against certain liabilities.

Item 7.      Exemption from Registration Claimed.

                  Not applicable.

Item 8.      Exhibits.

                  4.1      Certificate of Incorporation (incorporated by
                           reference to Exhibit 3.1 to the registrant's
                           Quarterly Report on Form 10-Q for quarter ended April
                           17, 1999).

                  4.2      Bylaws (incorporated by reference to Exhibit 3.2 to
                           the registrant's Quarterly Report on Form 10-Q for
                           quarter ended April 17, 1999).

                  5        Opinion of McAfee & Taft A Professional Corporation.

                  15       Letter from Independent Accountants as to Unaudited
                           Interim Financial Information.

                  23.1     Consent of McAfee & Taft A Professional Corporation
                           (included in Exhibit 5).

                  23.2     Consent of Deloitte & Touche LLP.

                  24.1     Power of Attorney (included on signature page).

                  99.1     Fleming Companies, Inc. 2002 Stock Incentive Plan,
                           effective as of February 27, 2002 (incorporated by
                           reference to Exhibit A to registrant's Proxy
                           Statement for the fiscal year ended December 29,
                           2002).

                  99.2     Form of Non-Qualified Stock Option Agreement under
                           Fleming Companies, Inc. 2002 Stock Incentive Plan
                           (Corporate).

                  99.3     Form of Non-Qualified Stock Option Agreement under
                           Fleming Companies, Inc. 2002 Stock Incentive Plan
                           (Retail)

                  99.4     Form of Non-Qualified Stock Option Agreement under
                           Fleming Companies, Inc. 2002 Stock Incentive Plan
                           (Wholesale)

                  99.5     Fleming Companies, Inc. 2002 Associate Stock Purchase
                           Plan, effective as of July 1, 2002 (incorporated by
                           reference to Exhibit B to registrant's Proxy
                           Statement for the fiscal year ended December 29,
                           2002).

                  99.6     Fleming Companies, Inc. 2002 AIM High Plus Incentive
                           Plan, effective as of February 27, 2002 (incorporated
                           by reference to Exhibit D to registrant's Proxy
                           Statement for the fiscal year ended December 29,
                           2002).

                  99.7     Non-Qualified Stock Option Agreement by and between
                           registrant and Timothy LaBeau dated December 30,
                           2001.

                  99.8     Non-Qualified Stock Option Agreement by and between
                           registrant and J.R. Campbell dated December 18, 2001.

Item 9.      Undertakings.

                  The undersigned registrant hereby undertakes:

                                      II-2
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

                  Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference herein.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference herein shall
be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefor, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lewisville, State of Texas, on the 11th day of
June, 2002.

(Registrant)                        FLEMING COMPANIES, INC.

                                 By: /s/ CARLOS M. HERNANDEZ
                                    -------------------------------------------
                                    Carlos M. Hernandez
                                    Senior Vice President, General Counsel and
                                    Secretary

                  We, the undersigned officers and directors of Fleming
Companies, Inc. (hereinafter the "Company"), hereby severally constitute Mark S.
Hansen and Carlos M. Hernandez, and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign for us, and
in our names as officers or directors, or both, of the Company, this
registration statement on Form S-8 (and any and all amendments thereto,
including post-effective amendments) to be filed with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                                Title                         Date
---------                                                -----                         ----
/s/ MARK S. HANSEN                       Chairman of the Board and Chief        )
--------------------------------------   Executive Officer                      )
Mark S. Hansen                                                                  )
                                                                                )
/s/ NEAL J. RIDER                        Executive Vice President and Chief     )
--------------------------------------   Financial Officer (principal           )
Neal J. Rider                            financial officer)                     )
                                                                                )
/s/ MARK D. SHAPIRO                      Senior Vice President, Finance and     )
--------------------------------------   Operations Control (principal          )   June 11th, 2002
Mark D. Shapiro                          accounting officer)                    )
                                                                                )
/s/ HERBERT M. BAUM                      Director                               )
--------------------------------------                                          )
Herbert M. Baum                                                                 )
                                                                                )
                                         Director                               )
--------------------------------------                                          )
Kenneth M. Duberstein                                                           )
                                                                                )
/s/ ARCHIE R. DYKES                      Director                               )
--------------------------------------                                          )
Archie R. Dykes                                                                 )
                                                                                )
                                         Director                               )
--------------------------------------                                          )
Carol B. Hallett                                                                )
                                                                                )
/s/ ROBERT S. HAMADA                     Director                               )
--------------------------------------                                          )
Robert S. Hamada                                                                )
                                                                                )
/s/ ALICE M. PETERSON                    Director                               )
--------------------------------------                                          )
Alice M. Peterson                                                               )
INDEX TO EXHIBITS
Exhibit No.
4.1           Certificate of Incorporation (incorporated by reference to
                  Exhibit 3.1 to registrant's Quarterly Report on Form 10-Q for
                  quarter ended April 17, 1999).

    4.2           Bylaws (incorporated by reference to Exhibit 3.2 to the
                  registrant's Quarterly Report on Form 10-Q for quarter ended
                  April 17, 1999).

    5             Opinion of McAfee & Taft A Professional Corporation.

    15            Letter from Independent Accountants as to Unaudited Interim
                  Financial Information.

    23.1          Consent of McAfee & Taft A Professional Corporation (included
                  in Exhibit 5).

    23.2          Consent of Deloitte & Touche LLP.

    24.1          Power of Attorney (included on signature page).

    99.1          Fleming Companies, Inc. 2002 Stock Incentive Plan, effective
                  as of February 27, 2002 (incorporated by reference to Exhibit
                  A to registrant's Proxy Statement for the fiscal year ended
                  December 29, 2002).

    99.2          Form of Non-Qualified Stock Option Agreement under Fleming
                  Companies, Inc. 2002 Stock Incentive Plan (Corporate).

    99.3          Form of Non-Qualified Stock Option Agreement under Fleming
                  Companies, Inc. 2002 Stock Incentive Plan (Retail).

    99.4          Form of Non-Qualified Stock Option Agreement under Fleming
                  Companies, Inc. 2002 Stock Incentive Plan (Wholesale).

    99.5          Fleming Companies, Inc. 2002 Associate Stock Purchase Plan,
                  effective as of July 1, 2002 (incorporated by reference to
                  Exhibit B to registrant's Proxy Statement for the fiscal year
                  ended December 29, 2002).

    99.6          Fleming Companies, Inc. 2002 AIM High Plus Incentive Plan,
                  effective as of February 27, 2002 (incorporated by reference
                  to Exhibit D to registrant's Proxy Statement for the fiscal
                  year ended December 29, 2002).

    99.7          Non-Qualified Stock Option Agreement by and between registrant
                  and Timothy LaBeau dated December 30, 2001.

    99.8          Non-Qualified Stock Option Agreement by and between registrant
                  and J.R. Campbell dated December 18, 2001.