CONSENT OF MCAFEE & TAFT
                    A PROFESSIONAL CORPORATION


                           May 30, 1997


          We  hereby  consent  to  the  incorporation  by reference in this
Registration  Statement on Form S-8 to the opinions expressed  in  and  the
reference to our  firm  as  legal counsel appearing in the Annual Report on
Form 10-K of Fleming Companies,  Inc.  and  subsidiaries for the year ended
December 28, 1996.


                                 McAFEE & TAFT
                                 A PROFESSIONAL CORPORATION

                                 McAfee & Taft
                                 A Professional Corporation