<PAGE>
                                                                  Exhibit 24.2
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints ALAN C. JONES and JOHN W. WHITE and
each of them his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead,
in any and all capacities, to sign the Annual Report on Form 10-K of United
Grocers, Inc., for its fiscal year ended September 27, 1996, and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF this power of attorney has been signed by the
following persons in the capacities indicated on December 18, 1996.


Signature                                     Title



/s/ H. LARRY MONTGOMERY                       Director
H. Larry Montgomery
<PAGE>
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints ALAN C. JONES and JOHN W. WHITE and
each of them his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead,
in any and all capacities, to sign the Annual Report on Form 10-K of United
Grocers, Inc., for its fiscal year ended September 27, 1996, and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF this power of attorney has been signed by the
following persons in the capacities indicated on December 20, 1996.


Signature                                     Title



/s/ GORDON E. SMITH                           Director
Gordon E. Smith
<PAGE>
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints ALAN C. JONES and JOHN W. WHITE and
each of them his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead,
in any and all capacities, to sign the Annual Report on Form 10-K of United
Grocers, Inc., for its fiscal year ended September 27, 1996, and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF this power of attorney has been signed by the
following persons in the capacities indicated on December 20, 1996.


Signature                                     Title



/s/ DAVID D. NEAL                             Director
David D. Neal
<PAGE>
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints ALAN C. JONES and JOHN W. WHITE and
each of them his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead,
in any and all capacities, to sign the Annual Report on Form 10-K of United
Grocers, Inc., for its fiscal year ended September 27, 1996, and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF this power of attorney has been signed by the
following persons in the capacities indicated on December 20, 1996.


Signature                                     Title



/s/ RAYMOND L. NIDIFFER                       Director
Raymond L. Nidiffer
<PAGE>
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints ALAN C. JONES and JOHN W. WHITE and
each of them his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead,
in any and all capacities, to sign the Annual Report on Form 10-K of United
Grocers, Inc., for its fiscal year ended September 27, 1996, and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF this power of attorney has been signed by the
following persons in the capacities indicated on December 19, 1996.


Signature                                     Title



/s/ ROBERT A. LAMB                            Director
Robert A. Lamb
<PAGE>
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints ALAN C. JONES and JOHN W. WHITE and
each of them his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead,
in any and all capacities, to sign the Annual Report on Form 10-K of United
Grocers, Inc., for its fiscal year ended September 27, 1996, and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF this power of attorney has been signed by the
following persons in the capacities indicated on December 19, 1996.


Signature                                     Title



/s/ RON L. MANCASOLA                          Director
Ron L. Mancasola
<PAGE>
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints ALAN C. JONES and JOHN W. WHITE and
each of them his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead,
in any and all capacities, to sign the Annual Report on Form 10-K of United
Grocers, Inc., for its fiscal year ended September 27, 1996, and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF this power of attorney has been signed by the
following persons in the capacities indicated on December 18, 1996.


Signature                                     Title



/s/ PETER J. O'NEAL                           Director
Peter J. O'Neal
<PAGE>
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints ALAN C. JONES and JOHN W. WHITE and
each of them his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead,
in any and all capacities, to sign the Annual Report on Form 10-K of United
Grocers, Inc., for its fiscal year ended September 27, 1996, and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or each of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF this power of attorney has been signed by the
following persons in the capacities indicated on December 18, 1996.


Signature                                     Title



/s/ HENRY R. (DICK) LEONARD             Director
Henry R. (Dick) Leonard