SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 11-K

                 ANNUAL REPORT PURSUANT TO SECTION 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]  Annual report  pursuant to Section 15(d) of the Securities  Exchange Act of
     1934

For the fiscal year ended December 29, 2000

                                       Or

[ ]  Transition  report  pursuant  to  Section 15(d) of the Securities  Exchange
     Act of 1934

For the transition period from ____________ to ____________

Commission file number 001-08140

                  FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
   (formerly known as the Consolidated Savings Plus and Stock Ownership Plan
                for Fleming Companies, Inc. and Its Subsidiaries)

                              1945 Lakepointe Drive
                                 P.O. Box 299013
                             Lewisville, Texas 75029
Full title of the plan and the address of the plan,  if  different  from that of
the issuer named below.

                             FLEMING COMPANIES, INC.
                              1945 Lakepointe Drive
                                 P.O. Box 299013
                             Lewisville, Texas 75029
Name of issuer of the  securities  held  pursuant to the plan and the address of
its principal executive office



                            FINANCIAL STATEMENTS AND
                              REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

                             FLEMING COMPANIES, INC.
                              MATCHING 401(k) PLAN

                     December 29, 2000 and December 24, 1999


                                TABLE OF CONTENTS


Reports of Independent Certified Public Accountants                          3

Financial Statements

    Statements of Net Assets Available for Benefits, December 29, 2000 and
         December 24, 1999                                                   5

    Statement of Changes in Net Assets Available for Benefits, December 29,
         2000                                                                6

    Notes to Financial Statements                                            7

Supplemental Schedule

    Schedule of Assets Held for Investment Purposes as of December 29,
        2000                                                                13

               REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Plan Sponsor and Trustee
Fleming Companies, Inc. Matching 401(k) Plan

We have audited the accompanying  statement of net assets available for benefits
of Fleming  Companies,  Inc.  Matching 401(k) Plan, as of December 29, 2000, and
the related  statement of changes in net assets  available  for benefits for the
year then ended. These financial statements are the responsibility of the Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the net  assets  available  for  benefits  of  Fleming
Companies,  Inc.  Matching 401(k) Plan, as of December 29, 2000, and the changes
in net assets  available for benefits for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

Our audit was  performed  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole as of and for the year ended December 29,
2000.  The  supplemental  schedule  of assets  held for  investment  purposes is
presented for the purpose of  additional  analysis and is not a required part of
the basic financial  statements but is supplemental  information required by the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the Employee Retirement Income Security Act of 1974. This supplemental  schedule
is the responsibility of the Plan's management.  Such supplemental  schedule has
been  subjected  to the  auditing  procedures  applied in the audit of the basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.

GRANT THORNTON LLP

Oklahoma City, Oklahoma
May 31, 2001



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Plan Participants of the Fleming Companies, Inc. Matching 401(k) Plan
   (formerly known as the Consolidated Savings Plus and Stock Ownership Plan for
   Fleming Companies, Inc. and Its Subsidiaries)

We have audited the accompanying  statement of net assets available for benefits
of the Fleming  Companies,  Inc.  Matching  401(k) Plan  (formerly  known as the
Consolidated  Savings Plus and Stock Ownership Plan for Fleming Companies,  Inc.
and Its  Subsidiaries)  (the  "Plan") as of December 24,  1999.  This  financial
statement is the responsibility of the Plan's management.  Our responsibility is
to express an opinion on this 1999 financial statement based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statement  referred to above presents fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December 24, 1999, in conformity with accounting  principles  generally accepted
in the United States of America.


DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
June 29, 2000




                  Fleming Companies, Inc. Matching 401(k) Plan

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                                                         December 29,    December 24,
                                                            2000             1999
                                                            ----             ----
                                                                   
ASSETS
    Investments                                          $443,779,990    $422,240,552
    Receivables
         Participant contributions                            264,817         205,936
         Employer contributions                             7,766,633             -
         Accrued interest and dividends                        30,254             672
                                                         ------------    ------------
                                                            8,061,704         206,608

    Cash                                                      204,465          95,606
                                                         ------------    ------------
                     Total assets                         452,046,159     422,542,766

LIABILITIES
    Accrued expenses                                            2,428          38,491
                                                         ------------    ------------
                     NET ASSETS AVAILABLE FOR BENEFITS   $452,043,731    $422,504,275
                                                         ============    ============


        The accompanying notes are an integral part of these statements.




                  Fleming Companies, Inc. Matching 401(k) Plan

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                          Year ended December 29, 2000

                                                        
Additions
    Employer contributions                                 $  7,766,633
    Participant contributions                                30,954,089
    Interest and dividend income                             27,461,024
    Net depreciation in fair value of investments           (59,152,978)
    Direct transfers from other plans                        77,476,980
                                                           ------------

                     Total additions                         84,505,748

Deductions
    Benefits paid to participants                            54,828,123
    Administrative fees                                         138,169
                                                           ------------

                     Total deductions                        54,966,292
                                                           ------------

                     NET ADDITIONS                           29,539,456

Net assets available for benefits at beginning of year      422,504,275
                                                           ------------

Net assets available for benefits at end of year           $452,043,731
                                                           ============


         The accompanying notes are an integral part of this statement.


                  Fleming Companies, Inc. Matching 401(k) Plan

                          NOTES TO FINANCIAL STATEMENTS

                     December 29, 2000 and December 24, 1999


NOTE A - DESCRIPTION OF PLAN

     The following  description of the Fleming  Companies,  Inc. Matching 401(k)
     Plan (the  "Plan")  (formerly  known as the  Consolidated  Savings Plus and
     Stock  Ownership  Plan for Fleming  Companies,  Inc. and Its  Subsidiaries)
     provides only general  information.  Participants  should refer to the Plan
     agreement  for a  more  complete  description  of  the  Plan's  provisions.
     Effective  December  24,  1999,  the Plan  sponsor  renamed the Plan to the
     Fleming  Companies,  Inc. Matching 401(k) Plan and amended and restated the
     Plan document.

     The Plan,  established  in 1980, and amended and restated at various times,
     is a defined  contribution  plan subject to the  provisions of the Employee
     Retirement  Income  Security Act of 1974, as amended  (ERISA).  The Plan is
     designed to provide retirement  benefits to eligible  associates of Fleming
     Companies,  Inc. and Subsidiaries (the "Company").  Associates are eligible
     to  participate  in the Plan after  achieving  three months of service (one
     year of  service  prior  to  December  24,  1999)  and 21  years  of age or
     participation in a prior plan.

     During 2000,  Turicik Foods, Inc. 401(k) Plan, Food 4 Less Retirement Plan,
     ABCO  Markets,  Inc.  401(k)  Plan,  Bakers  Profit  Sharing  Thrift  Plan,
     University  Foods 401(k) Plan and 29  Supermarkets  401(k) Plan were merged
     into the Plan.  The Plan  recognized a transfer of net assets at fair value
     of $77,476,980.

     During 1989,  the Plan  purchased  640,000  shares of the Company's  common
     stock, in connection with the Fleming Stock Ownership  ("FSOP")  feature of
     the Plan,  using proceeds from a $20 million  long-term bank loan agreement
     guaranteed  by the Company.  This Fleming  Stock Fund invests in fund units
     made up of the Company's  common stock and a small percentage of short-term
     investments. In 1994, the bank loan was paid in full by the Company and the
     Plan  entered  into a variable  rate note with the  Company  under the same
     terms as the bank loan.  The note was due and paid  September 1, 1999.  The
     Company  stock  purchased by the loan proceeds was pledged as collateral on
     the loan. Debt service requirements were met through Company  contributions
     and dividend income on the purchased  shares.  As principal on the loan was
     paid,  an equal  percentage of the stock  balance,  at original  cost,  was
     released from collateral on the loan and allocated to participants based on
     their  contributions  to the Plan as described below. At year end 1999, the
     market value of unallocated  assets was $676,020.  In accordance  with Plan
     provisions,  allocations of assets are performed in the year following loan
     payment.

     For plan years beginning prior to 2000,  contributions  by the Company were
     made at the  discretion of the  Company's  Board of Directors but could not
     exceed the amount  deductible  for  federal  income tax  purposes.  Company
     contributions were made to the Plan from profits of the Company, unless the
     contributions were to be used for debt service.  For plan years after 1999,
     the  Company  will make a  matching  contribution  equal to (1) 100% of the
     participant's  deferrals of compensation  but not to exceed the first 2% of
     such  participant's  compensation  for  such  plan  year and (2) 25% of the
     participant's  additional  deferrals of compensation on the next 4% of such
     participant's compensation for such plan year. A participant is 100% vested
     in the  Company's  contribution  after five years of credited  service.  In
     addition to Company  contributions,  each  participant may make deferral of
     compensation  contributions  in accordance  with the provisions of Internal
     Revenue Code (the "Code")  Section  401(k) of at least 1% but not more than
     15% of the  participant's  compensation  subject  to  certain  limitations.
     Participant deferral accounts are 100% vested.


                  Fleming Companies, Inc. Matching 401(k) Plan

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     December 29, 2000 and December 24, 1999


NOTE A - DESCRIPTION OF PLAN - CONTINUED

     Separate  accounts  are  maintained  for  each  participant.  Accounts  are
     classified as follows:

     a.   Accounts  attributable to Company contributions and related investment
          earnings.
     b.   Accounts  attributable  to  contributions  under Section 401(k) of the
          Internal Revenue Code and related investment earnings.
     c.   Accounts attributable to contributions by participants on an after-tax
          basis and related investment earnings. This account no longer receives
          contributions.

     Participants or beneficiaries,  with certain  limitations,  may borrow from
     their  vested  accounts a minimum of $500 up to a maximum of $50,000 or 50%
     of their vested account  balance,  whichever is less. The loans are secured
     by the balance in the participant's account and bear interest at rates that
     are  established  by the Company's  Retirement  Committee.  At December 29,
     2000,  the interest  rates ranged from 7% to 10.5%.  All interest  payments
     made  under  the terms of the loan will be  credited  to the  participants'
     account and not  considered  general  earnings  of the Plan.  Participants'
     loans are repaid monthly through payroll deductions.

     Benefits of the Plan are payable upon  reaching  normal  retirement,  early
     retirement, termination or in the event of death or disability. The form of
     benefit  payment is either a lump sum or periodic  installment for a period
     of up to 15 years.

     Upon  termination  of a  participant's  employment  with the  Company,  the
     nonvested portion of the employer's  contribution account is used to reduce
     future employer  contributions.  At December 29, 2000,  forfeited nonvested
     accounts totaled approximately $76,000.

     Participants  may direct  their  contributions  into 17  investment  funds.
     Participants   should  refer  to  the  information   provided  by  Fidelity
     Management  Trust  Company  for a complete  description  of the  investment
     options.

     Trustees for the Plan are Banker's  Trust  Company and Fidelity  Management
     Trust  Company.  The  trustees  also  serve  as  custodians  of the  Plan's
     investments. The Plan provides for the appointment of, and the Company has,
     a committee  responsible  for Plan  administration.  Bank of Oklahoma Trust
     Company and Wachovia Bank,  N.A. were also trustees for the plan year ended
     December 24, 1999.


                  Fleming Companies, Inc. Matching 401(k) Plan

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     December 29, 2000 and December 24, 1999


NOTE B - SUMMARY OF ACCOUNTING POLICIES

     A  summary  of the  Plan's  significant  accounting  policies  consistently
     applied  in  the  preparation  of  the  accompanying  financial  statements
     follows.

     1.   Plan Year End

     The Plan's  fiscal  year ends on the Friday  before  the last  Saturday  in
     December.

     2.   Investments

     Mutual  funds  are  stated at net asset  value as  determined  based on the
     closing market prices of the underlying  investments  held.  Investments in
     shares of collective trust funds are valued at their estimated fair values,
     as  determined  in good faith by the Trustee.  Corporate  common stocks are
     valued based upon quoted  market  prices.  Participant  loans are valued at
     cost which approximates fair value.

     3.   Cash

     The Plan maintains its cash in accounts which may not be federally insured.
     The Plan has not experienced any losses in such accounts and believes it is
     not exposed to any significant credit risks on cash.

     4.   Administrative Expenses

     Certain expenses incurred in connection with the general  administration of
     the Plan are paid by the Plan and are recorded as administrative fees.

     5.   Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions   that  affect  certain   reported   amounts  and  disclosures.
     Accordingly, actual results could differ from those estimates.

     6.   New Accounting Pronouncement

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting Standards ("SFAS") No. 133, Accounting for Derivative
     Instruments and Hedging  Activities.  SFAS No. 133, which is required to be
     adopted  for annual  periods  beginning  after June 15,  2000,  establishes
     standards  for  recognition  and  measurement  of  derivative  and  hedging
     activities.  The Plan does not believe SFAS No. 133 will have any effect on
     its financial statements.


                  Fleming Companies, Inc. Matching 401(k) Plan

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     December 29, 2000 and December 24, 1999


NOTE C - INVESTMENTS

     The Plan's  investments  are held by Fidelity  Management  Trust Company at
     December 29, 2000. Three  bank-administered trust funds held investments at
     December 24, 1999. The following is a schedule of investments by type at:



                                                      December 29, 2000   December 24, 1999
                                                      -----------------   -----------------
                                                                      
    Mutual funds                                        $404,464,454        $391,656,886
    Collective trust funds                                14,802,482                 154
    Corporate common stock - Fleming Companies, Inc.      14,493,276          14,309,205
    Participant loans                                      8,787,238           7,135,737
    Investment contract                                            -           7,845,631
    Other                                                  1,232,540           1,292,939
                                                        ------------        ------------

                                                        $443,779,990        $422,240,552
                                                        ============        ============


     The following  table presents the fair value of investments  that represent
     5% or more of the Plan's net assets available for benefits at:



                                      December 29, 2000               December 24, 1999
                                      -----------------               -----------------
                                       Number          Fair         Number           Fair
                                     of shares        value        of shares        value
                                     ---------        -----        ---------        -----
                                                                    
  Fidelity Contrafund                   686,560   $  33,758,134       566,930   $  34,027,110
  Fidelity Equity-Income Fund           676,140      36,126,147       409,552      21,902,825
  Fidelity Interest Income Fund             -               -      18,590,926      18,590,926
  Janus Twenty Fund                     934,830      51,228,706       563,113      46,980,520
  Fidelity Magellan Fund              1,008,556     120,320,695     1,010,575     138,074,842
  Fidelity Puritan Fund               2,476,516      46,632,794     2,225,655      42,354,206
  Fidelity Retirement Money
      Market Fund                    49,199,100      49,199,100    44,533,783      44,533,783


     During  2000,  the  Plan's  investments  (including  gains  and  losses  on
     investments  bought and sold, as well as held during the year)  depreciated
     in value by $59,152,978.

     In 1995,  the Plan entered into an investment  contract with Principal Life
     Insurance Company (Principal), which was disposed of during 2000. Principal
     maintained the contributions in a pooled account.  The account was credited
     with  earnings  on  the  underlying   investments   and  charged  for  Plan
     withdrawals and administrative  expenses.  The contract was included in the
     December 24, 1999 financial  statements at contract value (which represents
     contributions made under the contract,  plus earnings, less withdrawals and
     administrative  expenses),  because it was fully benefit responsive.  There
     were no reserves  against  contract  value for credit risk of the  contract
     issuer or other  issues that could  affect  realizability  of the  contract
     value.  The fair value of the investment  contract at December 24, 1999 was
     $7,845,631.   The  average   yield  and  crediting   interest   rates  were
     approximately 7.5% for 1999.


                  Fleming Companies, Inc. Matching 401(k) Plan

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     December 29, 2000 and December 24, 1999


NOTE D - NONPARTICIPANT-DIRECTED INVESTMENTS

     Information  about the net assets  and the  significant  components  of the
     changes in net assets relating to the  nonparticipant-directed  investments
     is as follows:



                                                       December 29, 2000  December 24, 1999
                                                       -----------------  -----------------
                                                                      
         NET ASSETS
             Corporate common and preferred stocks         $         -      $4,816,413
             Limited partnerships                            1,232,540       1,271,926
             Short-term funds                                        -          21,013
             Cash                                                    -             166
             Accrued expenses and other liabilities                  -         (13,543)
                                                            ----------      ----------

                                                            $1,232,540      $6,095,975
                                                            ==========      ==========

         CHANGES IN NET ASSETS
             Contributions                                 $   110,844
             Interest and dividend income                       31,586
             Net appreciation                                1,707,481
             Distributions to participants                    (254,624)
             Plan transfers                                 (6,458,722)
                                                            ----------

                                                           $(4,863,435)
                                                           ===========



NOTE E - TAX STATUS

     The Internal  Revenue  Service has determined and informed the Company in a
     letter  dated  November  15,  2000 that the  Plan,  as  amended,  meets the
     requirements of Section 401(a) of the Code and is tax-exempt  under Section
     501(a)  of the  Code.  The  Company  believes  that the  Plan is  currently
     designed and being operated in compliance with the applicable  requirements
     of the Code.  Therefore,  the Company  believes that the Plan was qualified
     and the related trust was  tax-exempt as of the financial  statement  date,
     and no  provisions  for  income  taxes  has  been  included  in the  Plan's
     financial statements.

NOTE F - PLAN TERMINATION

     Although it has not  expressed  any intention to do so, the Company has the
     right under the Plan to discontinue  its  contributions  at any time and to
     terminate the Plan subject to the provisions of ERISA. In the event of Plan
     termination,  all Plan  assets,  except  those  required to meet  necessary
     expenses incurred during the termination  period,  will be distributed on a
     pro  rata  basis  based  on  participants'  account  balances.   Upon  Plan
     termination, all Company contributions would become 100% vested.



                  Fleming Companies, Inc. Matching 401(k) Plan

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     December 29, 2000 and December 24, 1999


NOTE G - REFUNDS

     The Plan  approved  refunds of $144,202 of excess  contributions  to highly
     compensated members in 1999. Refunds were necessary in order to satisfy the
     actual deferral percentage limitation,  the actual contribution  percentage
     limitation  and multiple  use test under Code  Section  401(m) for the year
     ended  December 24, 1999.  The Code requires these refunds be made prior to
     the end of the  following  year.  These  refunds were made within the first
     two-and-one-half  months after the year end. No such refunds were  required
     for 2000.

NOTE H - DISTRIBUTIONS PAYABLE

     There were no  distributions  requested  in 2000 or 1999 but not paid until
     the subsequent year.


                  Fleming Companies, Inc. Matching 401(k) Plan

            SCHEDULE H, LINE 4i - ASSETS HELD FOR INVESTMENT PURPOSES

                                December 29, 2000



     Identity of issuer, borrower, lessor,                                   Current
  or similar party; description of investment      Units         Cost         value
  -------------------------------------------      -----         ----         -----
                                                                 
Fidelity investments*
    Asset Manager                                   197,457      **       $  3,321,231
    Asset Manager - Growth                          317,725      **          5,055,010
    Asset Manager - Income                           69,529      **            815,577
    Fidelity Contrafund                             686,560      **         33,758,134
    Equity-Income Fund                              676,140      **         36,126,147
    Intermediate Bond Fund                        1,436,450      **         14,421,954
    Magellan Fund                                 1,008,556      **        120,320,695
    Overseas Fund                                   243,572      **          8,371,557
    Puritan Fund                                  2,476,516      **         46,632,794
    Low-Priced Stock Fund                           164,093      **          3,793,822
    Spartan US Equity Index                         220,170      **         10,306,152
    Janus Worldwide Fund                            343,401      **         19,525,785
    Janus Twenty Fund                               934,830      **         51,228,706
    PIMCO High Yield Fund                            89,348      **            867,573
    Templeton Developing Markets Trust A             68,009      **            720,217
    Managed Income Portfolio                     14,802,482      **         14,802,482
    Retirement Money Market Portfolio            49,199,100      **         49,199,100
                                                                          ------------

                     Total Fidelity investments                            419,266,936

Limited partnerships                                118,742   $1,283,596     1,232,540

Corporate common and preferred stocks
    Fleming Companies, Inc.*                      1,226,944      **         14,493,276

Participant loans (1)                                            **          8,787,238
                                                                          ------------

TOTAL                                                                     $443,779,990
                                                                          ============

*Party in interest
**Cost omitted for participant-directed investments

(1)  Participant loans, 7% to 10.5%,  maturing at various dates through December
     2010



The  following  exhibits  have  been  filed as part of this Form  11-K,  and are
incorporated herein by reference.

Exhibit No.                             Description
-----------                             -----------

23.1            Consent of Deloitte & Touche, LLP

23.2            Consent of Grant Thornton LLP


                                   SIGNATURES

FLEMING  COMPANIES,  INC. MATCHING 401(k) PLAN.  Pursuant to the requirements of
the  Securities  Exchange  Act of 1934,  the  trustees  (or  other  persons  who
administer the employee  benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.

                              FLEMING COMPANIES, INC. MATCHING 401(k) PLAN

                              By:  FLEMING COMPANIES, INC., Issuer

Date:  June 27, 2001               By  NEAL J. RIDER
                                       Neal J. Rider
                                       Executive Vice President and Chief
                                       Financial and Accounting Officer



                                  EXHIBIT INDEX

Exhibit No.  Description                        Method of Filing
-----------  -----------                        ----------------

23.1         Consent of Deloitte & Touche       Filed herewith electronically

23.2         Consent of Grant Thornton          Filed herewith electronically