SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 or Suspension
of Duty to File Reports Under Sections 13 and 15(d) of the
Securities Exchange Act of 1934.
Commission File No. 001-08140
FLEMING COMPANIES, INC.
(Exact name of registrant as specified in its charter)
6301 Waterford Boulevard
P.O. Box 26647
Oklahoma City, Oklahoma 73126-0647
(405) 840-7200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Common Stock Purchase Rights
(Title of each class of securities covered by this Form)
Common Stock, par value $2.50
(Titles of all other classes of securities for which a duty to
file reports under Section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate
rule provision(s) relied upon to terminate or suspend the duty to
file reports:
Rule 12g-4(a)(1)(i) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [ ]
Rule 12h-3(b)(1)(i) [X]
Approximate number of holders of record as of the certifi-
cation or notice date: 0
Pursuant to the requirements of the Securities Exchange Act of
1934, Fleming Companies, Inc. has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.
DATE: May 21, 1997 By DAVID R. ALMOND
David R. Almond, Senior Vice
President, General Counsel and
Secretary
