Exhibit 12


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


                                             28 Weeks Ended
                                        July 11,        July 12,
(In thousands of dollars)                 1998            1997
- -----------------------------------------------------------------------------
                                                  
Earnings:
Pretax income                           $ 55,065        $ 38,467
Fixed charges, net                       107,995         105,720
                                        --------        --------
Total earnings                          $163,060        $144,187
                                        ========        ========
Fixed charges:
Interest expense                        $ 87,063        $ 85,045
Portion of rental charges
 deemed to be interest                    20,702          20,477
Capitalized interest                           -               -
                                        --------        --------
Total fixed charges                     $107,765        $105,522
                                        ========        ========
Ratio of earnings
 to fixed charges                           1.51            1.37


"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.