EXHIBIT 24
                              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. and David R. Almond, 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 31, 1994, 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 2nd day of March, 1995.


        SIGNATURE                                TITLE
        ---------                                -----

\s\ ROBERT E. STAUTH                  Chairman, President and Chief
- -----------------------------         Executive Officer (principal
Robert E. Stauth                      executive officer)


\s\ HARRY L. WINN, JR.                Executive Vice President and Chief
- -----------------------------         Financial Officer (principal
Harry L. Winn, Jr.                    financial officer)

\s\ KEVIN J. TWOMEY                   Vice President - Controller
- -----------------------------         (principal accounting officer)
Kevin J. Twomey


\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
- -----------------------------
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