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 )
