EXHIBIT 24.1


                               POWER OF ATTORNEY

    We, the  undersigned  officers  and directors  of  Fleming  Companies,  Inc.
(hereinafter  the "Company") hereby severally constitute Robert E. Stauth, Harry
L. Winn, Jr., David R. Almond and John M. Thompson, 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 (and any and all amendments thereto, including
post-effective amendments)  on Form  S-3 to  be filed  with the  Securities  and
Exchange  Commission for the purpose of  registering under the Securities Act of
1933 up  to  a  maximum  of $500,000,000  principal  amount  of  unsecured  debt
instruments  of  the  Company,  including  the  guarantees  thereof  by  certain
subsidiaries of the  Company, 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 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
            ---------                        -----                   ----

/s/  ROBERT E. STAUTH
- -----------------------------      Chairman, President and
     Robert E. Stauth              Chief Executive Officer

/s/  HARRY L. WINN, JR.            Executive Vice President and
- -----------------------------      Chief Financial Officer
     Harry L. Winn, Jr.

/s/  DONALD N. EYLER               Senior Vice President --
- -----------------------------      Controller (Chief
     Donald N. Eyler               Accounting Officer)

/s/  ARCHIE R. DYKES
- -----------------------------      Director
     Archie R. Dykes

/s/  CAROL B. HALLETT
- -----------------------------      Director
     Carol B. Hallett

/s/  JAMES G. HARLOW, JR.
- -----------------------------      Director
     James G. Harlow, Jr.

/s/  LAWRENCE M. JONES
- -----------------------------      Director                   September 2, 1994
     Lawrence M. Jones

/s/  EDWARD C. JOULLIAN III
- -----------------------------      Director
     Edward C. Joullian III

/s/  HOWARD H. LEACH
- -----------------------------      Director
     Howard H. Leach

/s/  JOHN A. McMILLAN
- -----------------------------      Director
     John A. McMillan

/s/  GUY A. OSBORN
- -----------------------------      Director
     Guy A. Osborn

/s/  E. DEAN WERRIES
- -----------------------------      Director
     E. Dean Werries