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 or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)             Identification No.)

         6301 Waterford Boulevard
             P. O. Box 26647
         Oklahoma City, Oklahoma                    73126-0647
(Address of Principal Executive Office)             (Zip Code)

                      FLEMING COMPANIES, INC.
                   ASSOCIATE STOCK PURCHASE PLAN
                     (Full title of the plan)

                                          Copies to:
        David R. Almond               Lenore T. Graham, Esq.
  Senior Vice President, General           McAfee & Taft
     Counsel and Secretary           A Professional Corporation
    Fleming Companies, Inc.                   Tenth Floor
   6301 Waterford Boulevard             Two Leadership Square
        P. O. Box 26647             Oklahoma City, Oklahoma 73102
Oklahoma City, Oklahoma 73126-0647          (405) 235-9621
   (Name and address of agent
        for service)

                           405/840-7200
   (Telephone number, including area code, of agent for service)


                  Calculation of Registration Fee
<TABLE>
<CAPTION>
------------------------------------------------------------------
                                Proposed      Proposed
Title of                        maximum       maximum
securities          Amount      offering      aggregate    Amount of
to be               to be       price         offering     registra-
registered        registered    per unit<F1>  price<F1>    tion fee
------------------------------------------------------------------
<S>               <C>           <C>          <C>           <C>
Common Stock,     1,800,000<F2> $15.99      $28,783,125   $9,499
$2.50 par value
------------------------------------------------------------------
<FN>
<F1>  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 27, 1997.  In accordance with the calculation of the offering
      price under the Associate Stock Purchase Plan (the "Plan") the average
      price for the Common Stock is multiplied by a factor of .85 to arrive at
      the maximum offering price.

<F2>  The number of shares of Common Stock stated above is the aggregate number
      of such shares which may be issued under the Plan registered under this
      Registration Statement.  The maximum number of shares which may be issued
      under the Plan cannot presently be determined since 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 Plan.  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 Plan.
</FN>
</TABLE>
                                     PART II

                 INFORMATION REQUIRED IN 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"):

            (a)   The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 filed with the Commission on March 21, 1997.

            (b)   The Company's quarterly report on Form 10-Q for the quarter
ended April 19, 1997, filed with the Commission on May 23, 1997.

            (c)   The Registrant's current reports on Form 8-K dated February
28, 1997 and March 21, 1997, respectively, filed with the Commission on March
7, 1997 and March 26, 1997, respectively.

            (d)   The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, as amended, filed under the Exchange Act
(File No. 1-8140).

            All reports hereafter 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 de-registers 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.

            None.

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 circum-stances.  Article Thirteenth of the
registrant's Certificate of Incorporation, as well as Article 8 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 Thirteenth of the registrant's
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 which 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
            4.1 to Registration Statement No. 333-11317 on Form S-8).

 4.2        Bylaws (incorporated by reference to Exhibit 4.2 to Registration
            Statement No. 333-11317 on Form S-8).

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of McAfee & Taft A Professional Corporation.

99          Fleming Companies, Inc. Associate Stock Purchase Plan effective as
            of July 1, 1997 (incorporated by reference to Exhibit A to
            registrant's Proxy Statement for year ended December 30, 1996).

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 high or low 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 in the
registration statement.

            (2)   That, for the purposes 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 in the
registration statement 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.

            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.

<PAGE>
                                   SIGNATURES

            THE REGISTRANT.  Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of 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 Oklahoma City, State of
Oklahoma on May 30, 1997.

                                       FLEMING COMPANIES, INC.


                                       By ROBERT E. STAUTH
                                          Robert E. Stauth, Chairman
                                          and Chief Executive Officer


<PAGE>
            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 30, 1997.


                              ROBERT E. STAUTH
                              Robert E. Stauth
                              Chairman, Chief Executive
                              Officer and Director

                              HARRY L. WINN, JR.
                              Harry L. Winn, Jr.
                              Executive Vice President and
                              Chief Financial Officer

                              KEVIN J. TWOMEY
                              Kevin J. Twomey
                              Vice President and Controller

                              ARCHIE R. DYKES
                              Archie R. Dykes
                              Director

                              CAROL B. HALLETT
                              Carol B. Hallett
                              Director

                              LAURENCE M. JONES
                              Laurence M. Jones
                              Director

                              EDWARD C. JOULLIAN III
                              Edward C. Joullian III
                              Director

                              HOWARD H. LEACH
                              Howard H. Leach
                              Director

                              JOHN A. MCMILLIAN
                              John A. McMillian
                              Director

                              GUY A. OSBORN
                              Guy A. Osborn
                              Director

                              JACK W. BAKER
                              Jack W. Baker
                              Director

<PAGE>
                         INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
  No.                                                        

<S>           <C>                                       <C>
 23.1         Consent of Deloitte & Touche LLP          Filed herewith
                                                        electronically

 23.2         Consent of McAfee & Taft A Professional   Filed herewith
              Corporation                               electronically

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13972}]
{"company-data": {"conformed-name": "FLEMING COMPANIES INC /OK/", "cik": "0000352949", "assigned-sic": "5141", "irs-number": "480222760", "state-of-incorporation": "OK", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28219", "film-number": "97617535"}, "business-address": {"street1": "6301 WATERFORD BLVD", "street2": "P O BOX 26647", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73126", "phone": "4058407200"}}
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 or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)             Identification No.)

         6301 Waterford Boulevard
             P. O. Box 26647
         Oklahoma City, Oklahoma                    73126-0647
(Address of Principal Executive Office)             (Zip Code)

                      FLEMING COMPANIES, INC.
                   ASSOCIATE STOCK PURCHASE PLAN
                     (Full title of the plan)

                                          Copies to:
        David R. Almond               Lenore T. Graham, Esq.
  Senior Vice President, General           McAfee & Taft
     Counsel and Secretary           A Professional Corporation
    Fleming Companies, Inc.                   Tenth Floor
   6301 Waterford Boulevard             Two Leadership Square
        P. O. Box 26647             Oklahoma City, Oklahoma 73102
Oklahoma City, Oklahoma 73126-0647          (405) 235-9621
   (Name and address of agent
        for service)

                           405/840-7200
   (Telephone number, including area code, of agent for service)

                  Calculation of Registration Fee
------------------------------------------------------------------
                                Proposed      Proposed
Title of                        maximum       maximum
securities          Amount      offering      aggregate    Amount of
to be               to be       price         offering     registra-
registered        registered    per unit
price
tion fee
------------------------------------------------------------------
Common Stock,     1,800,000
$15.99      $28,783,125   $9,499
$2.50 par value
------------------------------------------------------------------
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 27, 1997.  In accordance with the calculation of the offering
      price under the Associate Stock Purchase Plan (the "Plan") the average
      price for the Common Stock is multiplied by a factor of .85 to arrive at
      the maximum offering price.
The number of shares of Common Stock stated above is the aggregate number
      of such shares which may be issued under the Plan registered under this
      Registration Statement.  The maximum number of shares which may be issued
      under the Plan cannot presently be determined since 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 Plan.  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 Plan.
PART II

                 INFORMATION REQUIRED IN 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"):

            (a)   The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 filed with the Commission on March 21, 1997.

            (b)   The Company's quarterly report on Form 10-Q for the quarter
ended April 19, 1997, filed with the Commission on May 23, 1997.

            (c)   The Registrant's current reports on Form 8-K dated February
28, 1997 and March 21, 1997, respectively, filed with the Commission on March
7, 1997 and March 26, 1997, respectively.

            (d)   The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, as amended, filed under the Exchange Act
(File No. 1-8140).

            All reports hereafter 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 de-registers 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.

            None.

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 circum-stances.  Article Thirteenth of the
registrant's Certificate of Incorporation, as well as Article 8 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 Thirteenth of the registrant's
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 which 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
            4.1 to Registration Statement No. 333-11317 on Form S-8).

 4.2        Bylaws (incorporated by reference to Exhibit 4.2 to Registration
            Statement No. 333-11317 on Form S-8).

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of McAfee & Taft A Professional Corporation.

99          Fleming Companies, Inc. Associate Stock Purchase Plan effective as
            of July 1, 1997 (incorporated by reference to Exhibit A to
            registrant's Proxy Statement for year ended December 30, 1996).

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 high or low 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 in the
registration statement.

            (2)   That, for the purposes 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 in the
registration statement 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.

            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.
SIGNATURES

            THE REGISTRANT.  Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of 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 Oklahoma City, State of
Oklahoma on May 30, 1997.

                                       FLEMING COMPANIES, INC.

                                       By ROBERT E. STAUTH
                                          Robert E. Stauth, Chairman
                                          and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 30, 1997.

                              ROBERT E. STAUTH
                              Robert E. Stauth
                              Chairman, Chief Executive
                              Officer and Director

                              HARRY L. WINN, JR.
                              Harry L. Winn, Jr.
                              Executive Vice President and
                              Chief Financial Officer

                              KEVIN J. TWOMEY
                              Kevin J. Twomey
                              Vice President and Controller

                              ARCHIE R. DYKES
                              Archie R. Dykes
                              Director

                              CAROL B. HALLETT
                              Carol B. Hallett
                              Director

                              LAURENCE M. JONES
                              Laurence M. Jones
                              Director

                              EDWARD C. JOULLIAN III
                              Edward C. Joullian III
                              Director

                              HOWARD H. LEACH
                              Howard H. Leach
                              Director

                              JOHN A. MCMILLIAN
                              John A. McMillian
                              Director

                              GUY A. OSBORN
                              Guy A. Osborn
                              Director

                              JACK W. BAKER
                              Jack W. Baker
                              Director
INDEX TO EXHIBITS
Exhibit
  No.
23.1         Consent of Deloitte & Touche LLP          Filed herewith
                                                        electronically

 23.2         Consent of McAfee & Taft A Professional   Filed herewith
              Corporation                               electronically