EXHIBIT 24C
 
                   SUPERMARKETS GENERAL HOLDINGS CORPORATION
 
                               POWER OF ATTORNEY
 
    The undersigned, a director of Supermarkets General Holdings Corporation
(the "Company"), a Delaware corporation, which intends to file with the United
States Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934 (the " '34 Act"), as amended, each year an
Annual Report on Form 10-K, or such other form appropriate for the purpose,
pursuant to Section 13 or 15(d) of the '34 Act, together with possible
amendments thereto, constitutes and appoints JOSEPH W. ADELHARDT and MARC A.
STRASSLER, and each of them, severally, as true and lawful attorney or
attorneys, with full power of substitution and resubstitution, for him and in
his name, place and stead, to sign in any and all capacities and file or cause
to be filed said Annual Report on Form 10-K, and any and all amendments thereto,
and all instruments necessary or incidental in connection therewith, and hereby
grants to the said attorneys, and each of them, severally, full power and
authority to do and perform in the name and on behalf of the undersigned, and in
any and all capacities, any and all acts and things whatsoever necessary or
appropriate to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
the acts of said attorneys and each of them.
 
   
    IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
29th day of April, 1996.
    
 
                                                /s/ JAMES B. UPCHURCH
                                          ......................................
 
                                                    James B. Upchurch