Exhibit 24


                               POWER OF ATTORNEY

We, the undersigned officers and directors of Fleming Companies, Inc. 
(hereinafter the "Company"), hereby severally constitute Mark S. Hansen 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 26, 1998, 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, 1999.

         Signature                                   Title


MARK S. HANSEN                     Chairman and Chief Executive
Mark S. Hansen                     Officer (principal executive
                                   and financial officer)

KEVIN TWOMEY                       Vice President - Controller
Kevin Twomey                       (principal accounting officer)


JACK W. BAKER                      Director
Jack W. Baker


HERBERT M. BAUM                    Director
Herbert M. Baum


ARCHIE R. DYKES                    Director
Archie R. Dykes


CAROL B. HALLETT                   Director
Carol B. Hallett


EDWARD C. JOULLIAN III             Director
Edward C. Joullian III


GUY A. OSBORN                      Director
Guy A. Osborn


Alice M. Peterson                  Director


DAVID A. RISMILLER                 Director
David A. Rismiller