Exhibit 12

                             Fleming Companies, Inc.
                Computation of Ratio of Earnings to Fixed Charges




                                         16 Weeks Ended
                                         --------------
                                      April 21,  April 15,
(Dollars in thousands)                  2001       2000
- ----------------------                  ----       ----
                                           
Earnings:
    Pretax earnings (loss)            $ 27,209   $(43,265)
    Fixed charges, net                  62,290     61,135

                Total earnings        $ 89,499   $ 17,870

Fixed charges:
    Interest expense                  $ 57,502   $ 53,101
    Portion of rental charges
        deemed to be interest            4,604      7,876
    Capitalized interest                   409        185

                Total fixed charges   $ 62,515   $ 61,162

Deficiency                                   -   $ 43,292

Ratio of earnings
     to fixed charges                     1.43        .29


"Earnings" consists of income before income taxes and fixed charges excluding
capitalized interest. Capitalized interest amortized during the respective
periods is added back to earnings.

"Fixed charges, net" consists of interest expense, an estimated amount of rental
expense which is deemed to be representative of the interest factor and
amortization of capitalized interest.

The pro forma ratio of earnings to fixed charges is omitted as it is not
applicable.

Under the company's long-term debt agreements, "earnings" and "fixed charges"
are defined differently and amounts and ratios differ accordingly.

Results excluding strategic plan adjustments and one-time items are as follows:



                                 16 Weeks Ended
                                 --------------
                               April 21, April 15,
                                 2001      2000
                                 ----      ----
                                    
Total adjusted earnings         $89,111   $81,703
Total adjusted fixed charges    $59,682   $61,162

Adjusted ratio of earnings to
   fixed charges                   1.49      1.34