Exhibit 12.2
                  Pro Forma Ratio of Earnings to Fixed Charges



                                                                               Unaudited
                                                                          Fiscal Quarter Ended
                                                                       --------------------------
                                                     April 24,         July 25,          July 24,
                                                       1999              1998              1999
                                                     ---------         --------          --------
                                                                          (In millions, except
                                                                                 ratios)
                                                                                   
EARNINGS:
  Income before income taxes
   and minority interests                               28.1               8.6              14.5

  Interest expense                                      55.5              13.9              13.9

  Amortization of deferred financing costs               2.0               0.5               0.5

  Rental expense interest component                      3.7               0.8               0.8
                                                      ------            ------            ------

        Earnings                                        89.3              23.8              29.7
                                                      ------            ------            ------
FIXED CHARGES:

  Interest expense                                      55.5              13.9              13.9

  Amortization of deferred financing costs               2.0               0.5               0.5

  Rental expense interest component                      3.7               0.8               0.8
                                                      ------            ------            ------

        Fixed charges                                   61.2              15.2              15.2
                                                      ------            ------            ------

Ratio of earnings to fixed charges                       1.5x              1.6x              2.0x


- --------------------------------------------------------------------------------

The data above sets forth the ratio of earnings to fixed charges of Weight
Watchers International, Inc. and Subsidiaries ("WWI") for the year ended April
24, 1999 and for the quarters ended July 25, 1998 and July 24, 1999 on a
proforma basis. The data for the year ended April 24, 1999 is derived from the
unaudited pro forma financial statements of WWI, included elsewhere in this
document.



                                                                               2


The data for each of the quarters ended July 25, 1998 and July 24, 1999 have
been derived from the unaudited proforma financial statements of WWI which
are included elsewhere in this document.