Restricted Stock Award Agreement - Fleming Companies Inc. and William H. Marquard


              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 1st day of June, 1999, by and between 
Fleming Companies, Inc., an Oklahoma corporation (the 'Company'), 
and William H. Marquard (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, Business Development 
(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 Participant 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 forfeiture pursuant 
to the terms of this Agreement.  

          (b)     Vesting.  One-half of the shares of Restricted 
Stock will vest based on the Participant's continuous employment 
with the Company through June 1, 2000 and the remaining one-half of 
the shares of Restricted Stock will vest based on the Participant's 
continuous employment with the Company through June 1, 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 Participant 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 1ST 
DAY OF JUNE, 1999.  ANY ATTEMPTED TRANSFER OF THE SHARES 
OF STOCK EVIDENCED BY THIS CERTIFICATE 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 Restricted 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 Dividends) under the 
Plan and this Agreement, and the Participant or any other person 
shall have only the rights of a general unsecured 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


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

'PARTICIPANT'
                                                                   
                                     WILLIAM H. MARQUARD                
                                     William H. Marquard, Participant

                                                                  Exhibit B

                  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:                        

                                                __________________