EXHIBIT 12

                         CONAGRA, INC. AND SUBSIDIARIES
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                  (in millions)




                                                                    TWENTY-SIX WEEKS
                                                                          ENDED
                                                                    NOVEMBER 29, 1998
                                                                    -----------------
                                                                     
Fixed charges
     Interest expense                                                    $ 193.5
     Capitalized interest                                                    3.2
     Interest in cost of goods sold                                          8.7
     One third of noncancelable lease rent                                  17.1
                                                                         -------
        Total fixed charges (A)                                          $ 222.5
                                                                         -------
                                                                         -------


Earnings
     Pretax income                                                       $ 533.8
     Add fixed charges                                                     222.5
     Less capitalized interest                                              (3.2)
                                                                         -------
     Earnings and fixed charges (B)                                      $ 753.1
                                                                         -------
                                                                         -------


     Ratio of earnings to fixed charges (B/A)                                3.4



For the purpose of computing the above ratio of earnings to fixed charges, 
earnings consist of income before taxes and fixed charges. Fixed charges, for 
the purpose of computing earnings, are adjusted to exclude interest 
capitalized. Fixed charges include interest on both long and short-term debt 
(whether said interest is expensed or capitalized and including interest 
charged to cost of goods sold), and a portion of noncancelable rental expense 
representative of the interest factor. The ratio is computed using the 
amounts for ConAgra as a whole, including its majority-owned subsidiaries, 
whether or not consolidated, and its proportionate share of any 50% owned 
subsidiaries, whether or not ConAgra guarantees obligations of these 
subsidiaries.

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