UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT



PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):  May 4, 2004



                            FLEMING COMPANIES, INC.
             (Exact name of Registrant as specified in its charter)


        OKLAHOMA                     1-8140                    48-0222760
(State of incorporation or    (Commission file number)      (I.R.S. employer
      organization)                                      identification number)


               1945 LAKEPOINTE DRIVE
               LEWISVILLE, TEXAS                                  75057
      (Address of principal executive offices)                  (Zip code)


Registrant's telephone number, including area code: (972) 906-8000





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ITEM 5.  OTHER EVENTS AND REQUIRED FD DISCLOSURE

               During a bankruptcy hearing held on May 4, 2004, Fleming
Companies, Inc. ("Fleming") announced that it reached an agreement in principle
with the Official Committee of Reclamation Creditors (the "Reclamation
Committee") and the Official Committee of Unsecured Creditors (the "Unsecured
Creditors' Committee") regarding the treatment of reclamation claims, which
resolves the objections of the Reclamation Committee to Fleming's proposed Plan
of Reorganization.  A hearing to approve the adequacy of the Disclosure
Statement and Solicitation Procedures to vote on the pending Third Amended Plan
of Reorganization is currently scheduled for May 25, 2004 at 1:00 pm in the
Delaware Bankruptcy Court.

               Also, Fleming reiterated at the May 4, 2004 hearing that
Core-Mark International, Inc. and its subsidiaries ("Core-Mark") are not for
sale.  A letter was recently received from a group identified as CVCMA, LLC
indicating a potential interest in purchasing the assets of Core-Mark, and while
Fleming is appreciative of the interest shown by CVCMA, LLC, Fleming, with the
support of the Unsecured Creditors' Committee, declined the invitation to pursue
a sale.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL

     INFORMATION AND EXHIBITS.

               Pursuant to the rules and regulations of the Securities and
Exchange Commission, the exhibit referenced below and the information set forth
therein are deemed to have been furnished pursuant to Item 9 hereof and shall
not be deemed to have been "filed" under the Securities Exchange Act of 1934.

         (c)      EXHIBITS

         EXHIBIT NUMBER AND DESCRIPTION

         99.1     Press release dated May 4, 2004.


ITEM 9.  REGULATION FD DISCLOSURE.

               On May 4, 2004, Fleming issued a press release announcing the
matters referenced in Item 5 hereof. A copy of such press release is furnished
as an exhibit to this Current Report.  Pursuant to the rules and regulations of
the Securities and Exchange Commission, such press release and the information
set forth therein are deemed to have been furnished pursuant to this Item 9 and
shall not be deemed to have been "filed" under the Securities Exchange Act of
1934.


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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



           FLEMING COMPANIES, INC.                       Date:  May 5, 2004

           By: /s/ REBECCA A. ROOF
           Rebecca A. Roof
           Interim Chief Financial Officer


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