Exhibit 24.1

                        POWER OF ATTORNEY

          We,  the  undersigned officers and directors of Fleming
Companies,  Inc.  (hereinafter the "Company"),  hereby  severally
constitute  Mark S. Hansen, Lenore T. Graham and Neal  J.  Rider,
and  each  of  them, severally, our true and lawful attorneys-in-
fact 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, a
Registration  Statement  on  Form S-3,  any  and  all  amendments
thereto   (including   post-effective   amendments),   and    any
registration  statement  for the same  offering  that  is  to  be
effective   upon  filing  pursuant  to  Rule  462(b)  under   the
Securities  Act of 1933 (the "Securities Act"), to be filed  with
the  Securities and Exchange Commission relating to  the  Fleming
Companies,  Inc.  Dividend Reinvestment and Stock  Purchase  Plan
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.

Signature                    Title             Date
---------                    -----             ----
MARK S. HANSEN         Chairman, Chief       )
Mark S. Hansen         Executive Officer     )
                       and Director          )
                                             )
NEAL J. RIDER          Executive Vice        )
Neal J. Rider          President and Chief   )
                       Financial Officer     )
                       (Principal financial  )
                       officer)              )
                                             )
KEVIN J. TWOMEY        Senior Vice           )  June 30, 2000
Kevin J. Twomey        President Finance     )
                       and Controller        )
                       (Principal            )
                       accounting officer)   )
                                             )
ARCHIE R. DYKES        Director              )
Archie R. Dykes                              )
                                             )
CAROL B. HALLETT       Director              )
Carol B. Hallett                             )
                                             )
EDWARD C. JOULLIAN III Director              )
Edward C. Joullian III                       )
                                             )
ALICE M. PETERSON      Director              )
Alice M. Peterson                            )
                                             )
GUY A. OSBORN          Director              )
Guy A. Osborn                                )
                                             )
DAVID A. RISMILLER     Director              )
David A. Rismiller                           )