Restricted Stock Award Agreement - Fleming Companies Inc. and John T. Standley


               RESTRICTED STOCK AWARD AGREEMENT FOR
                   THE FLEMING COMPANIES, INC.
                    1990 STOCK INCENTIVE PLAN


          THIS RESTRICTED STOCK AWARD AGREEMENT (the 'Agreement')
entered into as of the 17th day of May, 1999, by and between
Fleming Companies, Inc., an Oklahoma corporation (the 'Company'),
and John T. Standley (herein referred to as the 'Participant');

                       W I T N E S S E T H:

          WHEREAS, the Participant has entered into an Employment
Agreement with the Company of even date pursuant to which he will
serve the Company as Executive Vice President and Chief Financial
Officer (the 'Employment Agreement'); and

          WHEREAS, the Company has previously adopted the Fleming
Companies, Inc. 1990 Stock Incentive Plan  and certain amendments
thereto (the 'Plan'); and

          WHEREAS, pursuant to the Employment Agreement, the
Company has awarded the Participant 20,000 shares of common stock
under the Plan subject to the terms and conditions of this
Agreement.

          NOW, THEREFORE, in consideration of the premises and
the mutual promises and covenants herein contained, the Partici
pant and the Company agree as follows (all capitalized terms used
herein, unless otherwise defined, have the meaning ascribed to
such terms as set forth in the Plan):

          1.   The Plan.  The Plan, a copy of which is attached
hereto as Exhibit A, is hereby incorporated by reference herein
and made a part hereof for all purposes, and when taken with this
Agreement shall govern the rights of the Participant and the
Company with respect to the Award (as defined below).

          2.   Grant of Award.  The Company hereby grants to the
Participant an award (the 'Award') of twenty thousand (20,000)
shares of Company common stock, par value $2.50 (the 'Stock'), on
the terms and conditions set forth herein and in the Plan.

          3.   Terms of Award.

               (a)  Escrow of Shares.  A certificate representing
the shares of Stock subject to the Award (the 'Restricted Stock')
shall be issued in the name of the Participant and shall be
escrowed with the Secretary of the Company (the 'Escrow Agent')
subject to removal of the restrictions placed thereon or forfei
ture pursuant to the terms of this Agreement.  

               (b)  Vesting.  One-half of the shares of Re
stricted Stock will vest based on the Participant's continuous
employment with the Company through May 17, 2000 and the remain
ing one-half of the shares of Restricted Stock will vest based on
the Participant's continuous employment with the Company through
May 17, 2001.  In the event the Participant's employment with the
Company is terminated by reason of (i) death, (ii) disability,
(iii) without 'Cause' (as such term is defined in the Employment
Agreement), or (iv) by the Participant for 'Good Reason' (as such
term is defined in the Employment Agreement), then all remaining
shares of Restricted Stock (including any 'Accrued Dividends,' as
such term is hereafter defined) which have not yet been vested
shall immediately vest.  Once vested pursuant to the terms of
this Agreement, the Restricted Stock shall be deemed Vested
Stock.  

               (c)  Voting Rights and Dividends.  The Participant
shall have all of the voting rights attributable to the shares of
Restricted Stock issued to him.  Regular quarterly cash dividends
declared and paid by the Company with respect to the shares of
Restricted Stock shall be paid to the Participant.  Any
extraordinary dividends declared and paid by the Company with
respect to shares of Restricted Stock ('Accrued Dividends') shall
not be paid to the Participant until such Restricted Stock
becomes Vested Stock.  Such Accrued Dividends shall be held by
the Company as a general obligation and paid to the Participant
at the time the underlying Restricted Stock becomes Vested Stock. 

               (d)  Vested Stock - Removal of Restrictions.  Upon
Restricted Stock becoming Vested Stock, all restrictions shall be
removed from the certificates representing such Stock and the
Secretary of the Company shall deliver to the Participant
certificates representing such Vested Stock free and clear of all
restrictions together with a check in the amount of all Accrued
Dividends attributed to such Vested Stock without interest
thereon.

               (e)  Forfeiture.  In the event the Participant's
employment with the Company is terminated for any reason other
than (i) death, (ii) disability, (iii) without Cause, or (iv) by
the Participant for Good Reason prior to all shares of Restricted
Stock becoming Vested Stock, then, all remaining shares of
Restricted Stock which have not yet been vested (including any
Accrued Dividends) shall be absolutely forfeited and the Partici
pant shall have no further interest therein of any kind whatsoever.

          4.   Change of Control.  

               (a)  In the event of a Change of Control, all
Restricted Stock shall become Vested Stock and the Company shall
deliver to the Participant certificates representing the Vested
Stock free and clear of all restrictions, together with any
Accrued Dividends attributable to such Vested Stock without
interest thereon.

               (b)  The Company shall also pay to the Participant
any Gross-Up Payment determined in accordance with Section 9.2 of
the Plan.

          5.   Legends.  The shares of Stock which are the
subject of the Award shall be subject to the following legend:  

          'THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE
          SUBJECT TO AND ARE TRANSFERRABLE ONLY IN ACCORDANCE
          WITH THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT FOR
          THE FLEMING COMPANIES, INC. 1990 STOCK INCENTIVE PLAN
          DATED THE 17TH DAY OF MAY, 1999.  ANY ATTEMPTED TRANS
          FER OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFI
          CATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND
          VOID AND WITHOUT EFFECT.  A COPY OF THE AGREEMENT MAY
          BE OBTAINED FROM THE SECRETARY OF FLEMING COMPANIES,
          INC.'

          6.   Stock Powers and the Beneficiary.  The Participant
hereby agrees to execute and deliver to the Secretary of the
Company a stock power (endorsed in blank) in the form of Exhibit
B hereto covering his Award and authorizes the Secretary to
deliver to the Company any and all shares of Restricted Stock
that are forfeited under the provisions of this Agreement.  The
Participant further authorizes the Company to hold as a general
obligation of the Company any Accrued Dividends and to pay such
dividends to the Participant at the time the underlying Re
stricted Stock becomes Vested Stock. Pursuant to Section 6.2 of
the Plan, the Participant designates his Eligible Spouse as the
Beneficiary under this Agreement.

          7.   Nontransferability of Award.  The Participant
shall not have the right to sell, assign, transfer, convey,
dispose, pledge, hypothecate, burden, encumber or charge any
shares of Restricted Stock or any interest therein in any manner
whatsoever.

          8.   Notices.  All notices or other communications
relating to the Plan and this Agreement as it relates to the
Participant shall be in writing, shall be deemed to have been
made if personally delivered in return for a receipt, or if
mailed, by regular U.S. mail, postage prepaid, by the Company to
the Participant at the address set forth in the Employment
Agreement.

          9.   Binding Effect and Governing Law.  This Agreement
shall be (i) binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and assigns except
as may be limited by the Plan and (ii) governed and construed
under the laws of the State of Oklahoma.

          10.  Withholding.  The Company and the Participant
shall comply with all federal and state laws and regulations
respecting the withholding, deposit and payment of any income,
employment or other taxes relating to the Award (including
Accrued Dividends).

          11.  Award Subject to Claims or Creditors.  The
Participant shall not have any interest in any particular assets
of the Company, its parent, if applicable, or any Subsidiary by
reason of the right to earn an Award (including Accrued Divi
dends) under the Plan and this Agreement, and the Participant or
any other person shall have only the rights of a general unse
cured creditor of the Company, its parent, if applicable, or a
Subsidiary with respect to any rights under the Plan or this
Agreement.

          12.  Captions.  The captions of specific provisions of
this Agreement are for convenience and reference only, and in no
way define, describe, extend or limit the scope of this Agreement
or the intent of any provision hereof.

          13.  Counterparts.  This Agreement may be executed in
any number of identical counterparts, each of which shall be
deemed an original for all purposes, but all of which taken
together shall form but one agreement.

          IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.


'COMPANY'                       FLEMING COMPANIES, INC., an
                                Oklahoma corporation

                                SCOTT M. NORTHCUTT
                                Scott M. Northcutt, Senior Vice
                                President - Human Resources

'PARTICIPANT'
                                
                                JOHN T. STANDLEY                    
                                John T. Standley, Participant


               ASSIGNMENT SEPARATE FROM CERTIFICATE


          FOR VALUE RECEIVED, __________________, an individual,
hereby irrevocably assigns and conveys to
________________________, ______________ AND NO/100 (_____)
shares of the Common Capital Stock of Fleming Companies, Inc., an
Oklahoma corporation, $2.50 par value.

DATED:                        

                                __________________________________