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 28, 1996, 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 25th day of February, 1997. Signature Title Chairman and Chief Executive Robert E. Stauth Officer (principal executive officer) Executive Vice President and Harry L. Winn, Jr. Chief Financial Officer (principal financial officer) Kevin J. Twomey Vice President - Controller (principal accounting officer) Jack W. Baker Director Archie R. Dykes Director Carol B. Hallett Director Edward C. Joullian III Director Howard H. Leach Director John A. McMillan Director Guy A. Osborn Director