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