<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. KEY EXECUTIVE PERFORMANCE PLAN
                            (Full title of the plan)

                               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(1)                  price            registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                  <C>
Common Stock, $2.50 par         5,000,000                $6.04                $30,200,000             $2,778.40
value

----------------------------------------------------------------------------------------------------------------------

</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 November 8, 2002.



<PAGE>



                                EXPLANATORY NOTE


         This registration statement relates to shares of common stock of
Fleming Companies, Inc. (the "Company") that may be acquired under the Fleming
Companies, Inc. Key Executive Performance Plan (the "Plan"). Shares of the
Company's common stock acquired under the Plan are obtained through open market
purchases at prevailing market prices. Such transactions do not involve the
original issuance by the Company of any new shares of common stock or result in
a change in the number of outstanding shares of common stock of the Company.

<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 (as amended on
Form 10-K/A filed October 16, 2002) for the fiscal year ended December 29, 2001.

                  (2) The registrant's quarterly reports on Form 10-Q for the
periods ended April 20, 2002 (as amended on Form 10-Q/A filed October 16, 2002),
July 13, 2002 (as amended on Form 10-Q/A filed October 16, 2002) and November 6,
2002.

                  (3) The registrant's current reports on Form 8-K filed April
12, 2002, April 16, 2002, April 24, 2002, May 20, 2002 (as amended on Forms
8-K/A filed May 29, 2002, June 14, 2002, June 18, 2002 and October 16, 2002),
August 6, 2002, August 12, 2002, September 25, 2002 and two separate current
reports on Form 8-K filed October 23, 2002.

                  (4) 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



                                      II-1
<PAGE>



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 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).

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

                  23       Consent of Deloitte & Touche LLP.

                  24       Power of Attorney (included on signature page).

                  99.1     Fleming Companies, Inc. Key Executive Retention Plan
                           effective as of February 27, 2001 (incorporated by
                           reference to Exhibit A to registrant's Proxy
                           Statement filed with the Commission on March 28,
                           2001).

                  99.2     2002-1 Amendment to the Fleming Companies, Inc. Key
                           Executive Retention Plan dated February 26, 2002.

                  99.3     2002-2 Amendment to the Fleming Companies, Inc. Key
                           Executive Performance Plan effective November 11,
                           2002.

Item 9. Undertakings.

                  The undersigned registrant hereby undertakes:

         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;



                                      II-2
<PAGE>



                  (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 8th day of
November, 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          )    November 8, 2002
Mark D. Shapiro                          accounting officer)                    )
                                                                                )
                                                                                )
                                                                                )
/s/ HERBERT M. BAUM                      Director                               )
----------------------------------------                                        )
Herbert M. Baum                                                                 )
                                                                                )
/s/ KENNETH M. DUBERSTEIN                Director                               )
----------------------------------------                                        )
Kenneth M. Duberstein                                                           )
                                                                                )
/s/ ARCHIE R. DYKES                      Director                               )
----------------------------------------                                        )
Archie R. Dykes                                                                 )
                                                                                )
/s/ CAROL B. HALLETT                     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).

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

23                Consent of Deloitte & Touche LLP.

24                Power of Attorney (included on signature page).

99.1              Fleming Companies, Inc. Key Executive Retention Plan effective
                  as of February 27, 2001 (incorporated by reference to Exhibit
                  A to registrant's Proxy Statement filed with the Commission on
                  March 28, 2001).

99.2              2002-1 Amendment to the Fleming Companies, Inc. Key Executive
                  Retention Plan dated February 26, 2002.

99.3              2002-2 Amendment to the Fleming Companies, Inc. Key Executive
                  Performance Plan effective November 11, 2002.
</Table>
[{"type": "S-8", "sequence": "1", "filename": "d01062sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20168}]
{"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": "333-101131", "film-number": "02816209"}, "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. KEY EXECUTIVE PERFORMANCE PLAN
                            (Full title of the plan)

                               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(1)                  price            registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $2.50 par         5,000,000                $6.04                $30,200,000             $2,778.40
value

----------------------------------------------------------------------------------------------------------------------
----------

(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 November 8, 2002.
EXPLANATORY NOTE

         This registration statement relates to shares of common stock of
Fleming Companies, Inc. (the "Company") that may be acquired under the Fleming
Companies, Inc. Key Executive Performance Plan (the "Plan"). Shares of the
Company's common stock acquired under the Plan are obtained through open market
purchases at prevailing market prices. Such transactions do not involve the
original issuance by the Company of any new shares of common stock or result in
a change in the number of outstanding shares of common stock of the Company.
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 (as amended on
Form 10-K/A filed October 16, 2002) for the fiscal year ended December 29, 2001.

                  (2) The registrant's quarterly reports on Form 10-Q for the
periods ended April 20, 2002 (as amended on Form 10-Q/A filed October 16, 2002),
July 13, 2002 (as amended on Form 10-Q/A filed October 16, 2002) and November 6,
2002.

                  (3) The registrant's current reports on Form 8-K filed April
12, 2002, April 16, 2002, April 24, 2002, May 20, 2002 (as amended on Forms
8-K/A filed May 29, 2002, June 14, 2002, June 18, 2002 and October 16, 2002),
August 6, 2002, August 12, 2002, September 25, 2002 and two separate current
reports on Form 8-K filed October 23, 2002.

                  (4) 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

                                      II-1
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 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).

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

                  23       Consent of Deloitte & Touche LLP.

                  24       Power of Attorney (included on signature page).

                  99.1     Fleming Companies, Inc. Key Executive Retention Plan
                           effective as of February 27, 2001 (incorporated by
                           reference to Exhibit A to registrant's Proxy
                           Statement filed with the Commission on March 28,
                           2001).

                  99.2     2002-1 Amendment to the Fleming Companies, Inc. Key
                           Executive Retention Plan dated February 26, 2002.

                  99.3     2002-2 Amendment to the Fleming Companies, Inc. Key
                           Executive Performance Plan effective November 11,
                           2002.

Item 9. Undertakings.

                  The undersigned registrant hereby undertakes:

         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;

                                      II-2
(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 8th day of
November, 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          )    November 8, 2002
Mark D. Shapiro                          accounting officer)                    )
                                                                                )
                                                                                )
                                                                                )
/s/ HERBERT M. BAUM                      Director                               )
----------------------------------------                                        )
Herbert M. Baum                                                                 )
                                                                                )
/s/ KENNETH M. DUBERSTEIN                Director                               )
----------------------------------------                                        )
Kenneth M. Duberstein                                                           )
                                                                                )
/s/ ARCHIE R. DYKES                      Director                               )
----------------------------------------                                        )
Archie R. Dykes                                                                 )
                                                                                )
/s/ CAROL B. HALLETT                     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).

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

23                Consent of Deloitte & Touche LLP.

24                Power of Attorney (included on signature page).

99.1              Fleming Companies, Inc. Key Executive Retention Plan effective
                  as of February 27, 2001 (incorporated by reference to Exhibit
                  A to registrant's Proxy Statement filed with the Commission on
                  March 28, 2001).

99.2              2002-1 Amendment to the Fleming Companies, Inc. Key Executive
                  Retention Plan dated February 26, 2002.

99.3              2002-2 Amendment to the Fleming Companies, Inc. Key Executive
                  Performance Plan effective November 11, 2002.