Exhibit 24.1

                        POWER OF ATTORNEY


          We,  the  undersigned officers and directors of Fleming
Companies,  Inc.  (hereinafter the "Company"),  hereby  severally
constitute Mark S. Hansen and Lenore T. Graham, and each of them,
severally, our true and lawful attorneys-in-fact with full  power
to  them  and  each of them to sign for us, and in our  names  as
officers  or  directors, or both, of the Company, a  Registration
Statement  on  Form  S-8  (and any and  all  amendments  thereto,
including  post-effective  amendments)  to  be  filed  with   the
Securities  and  Exchange  Commission  relating  to  the  Fleming
Companies,  Inc.  2000 Stock Incentive Plan  granting  unto  said
attorneys-in-fact and agents, and each of them,  full  power  and
authority  to  do  and to perform each and every  act  and  thing
requisite and necessary to be done in and about the premises,  as
fully to all intents and purposes as he or she might or could  do
in   person,  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact and agents, or any of them, may lawfully do  or
cause to be done by virtue hereof.

Signature                      Title             Date
MARK S. HANSEN         Chairman, Chief         )
Mark S. Hansen         Executive Officer and   )
                       Director                )
                                               )
NEAL J. RIDER          Executive Vice          )
Neal J. Rider          President and Chief     )
                       Financial Officer       )
                       (Principal financial    )
                       officer)                )
                                               )
KEVIN J. TWOMEY        Senior Vice President   ) June 30, 2000
Kevin J. Twomey        Finance and             )
                       Controller (Principal   )
                       accounting officer)     )
                                               )
ARCHIE R. DYKES        Director                )
Archie R. Dykes                                )
                                               )
CAROL B. HALLETT       Director                )
Carol B. Hallett                               )
                                               )
EDWARD C. JOULLIAN III Director                )
Edward C. Joullian III                         )
                                               )
ALICE M. PETERSON      Director                )
Alice M. Peterson                              )
                                               )
GUY A. OSBORN          Director                )
Guy A. Osborn                                  )
                                               )
DAVID S. RISMILLER     Director                )
David A. Rismiller                             )