Exhibit 24


                         POWER OF ATTORNEY

We,  the  undersigned  officers  and  directors  of  Fleming
Companies,   Inc.   (hereinafter  the   "Company"),   hereby
severally constitute Mark S. Hansen and Neal Rider, and each
of  them severally, our true and lawful attorneys 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, the
Annual  Report  on  Form  10-K for  the  fiscal  year  ended
December  30,  2000,  and  any and all  amendments  thereto,
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.

Dated this 27th day of February 2001.



     Signature                          Title

                                
MARK S. HANSEN                     Chairman and Chief Executive
Mark S. Hansen                     Officer (principal executive
                                   officer)

NEAL J. RIDER                      Executive Vice President and
Neal J. Rider                      Chief Financial Officer
                                   (principal financial and
                                   accounting officer)

HERBERT M. BAUM                    Director
Herbert M. Baum

ARCHIE R. DYKES                    Director
Archie R. Dykes

CAROL B. HALLETT                   Director
Carol B. Hallett

ROBERT HAMADA                      Director
Robert Hamada

EDWARD C. JOULLIAN III             Director
Edward C. Joullian III

GUY A. OSBORN                      Director
Guy A. Osborn

ALICE M. PETERSON                  Director
Alice M. Peterson