UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

                                (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant  [ ]

     Check the appropriate box:

[ ]  Preliminary Proxy Statement

[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
[X] Definitive Proxy Statement
[ ]  Definitive Additional Materials

[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                               CONAGRA FOODS, INC.
       ------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
       ------------------------------------------------------------------
               (Name of Person(s) Filing Proxy Statement, if other
                              than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    1) Title of each class of securities to which transaction applies:
    -------------------------------------------------------------------------
    2) Aggregate number of securities to which transaction applies:
    -------------------------------------------------------------------------
    3) Per unit price or other underlying value of transaction computed pursuant
       to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
       is calculated and state how it was determined): _________________________
    4) Proposed maximum aggregate value of transaction: ________________________
    5) Total fee paid: _________________________________________________________
       [ ] Fee paid previously with preliminary materials.

       [ ] Check box if any part of the fee is offset as provided by Exchange
           Act Rule 0-11(a)(2) and identify the filing for which the offsetting
           fee was paid previously. Identify the previous filing by registration
           statement number, or the form or Schedule and the date of its filing.
        1) Amount Previously Paid:______________________________________________
        2) Form, Schedule or Registration Statement No.:________________________
        3) Filing Party:________________________________________________________
        4) Date Filed:__________________________________________________________







                                  CONAGRA FOODS


                                 PROXY STATEMENT
                                       for
                               September 25, 2003
                          Annual Stockholders' Meeting
                             of ConAgra Foods, Inc.


CONAGRA FOODS

                                                         ConAgra Foods, Inc.
                                                         One ConAgra Drive
                                                         Omaha, NE 68102-5001
                                                         TEL: 402-595-4000

                                                         Bruce Rohde
                                                         Chairman and
                                                         Chief Executive Officer



Dear Stockholder:

     Please join us for the ConAgra Foods,  Inc.  Annual Meeting of Stockholders
in Omaha on September 25, 2003. In the following  pages you'll find  information
about the meeting as well as a Proxy Statement.

     A reception will precede the meeting and management presentation,  followed
by a question and answer session for stockholders.

     If you can't be with us in  person,  please be sure to vote your  shares by
proxy.  Just mark,  sign and date the  enclosed  proxy card and return it in the
postage-paid  envelope.  Stockholders  may  also  vote by  telephone  or via the
Internet.

     Your prompt response is appreciated. Thank you!

                                                     Sincerely,

                                                     /s/ Bruce Rohde

                                                     Bruce Rohde


August 18, 2003



CONAGRA FOODS


                                                   ConAgra Foods, Inc.
                                                   One ConAgra Drive
                                                   Omaha, NE 68102-5001
                                                   TEL: 402-595-4000

                                                   James P. O'Donnell
                                                   Executive Vice President, CFO
                                                   and Corporate Secretary

To ConAgra Foods, Inc. Stockholders:

     ConAgra  Foods,  Inc.'s  Annual  Stockholders'  Meeting  will  be  held  on
Thursday,  September  25, 2003 at the Omaha Civic  Auditorium  Music Hall,  1804
Capitol Avenue, Omaha, Nebraska. The meeting will begin promptly at 1:30 p.m.

     Matters to be voted on at the meeting are:

     o    Election of Directors

     o    Ratify appointment of independent auditors for fiscal 2004

     o    Act on three stockholder proposals

     Stockholders  of record as of the close of  business  on July 31,  2003 are
eligible to vote at the Annual Stockholders' Meeting.

     Your shares may be represented  whether or not you plan to attend.  You may
vote by marking,  signing and dating the enclosed proxy card and returning it in
the postage paid  envelope.  Stockholders  may also vote by telephone or via the
Internet.  If you  attend  the  meeting,  and would  like to change the vote you
previously  submitted,  you may  withdraw  your proxy at that time and vote your
shares in person.

     Our  Board  and  management  have  long  recognized  that  good  governance
principles are an important  foundation for building and sustaining  shareholder
value over the long term. You will find a summary of our  governance  principles
in the "Corporate  Governance" section of this document.  We think you will find
our principles firmly rooted in our long-term commitment to shareholder value.

     By order of the Board of Directors.

                                            /s/ James P. O'Donnell

                                            James P. O'Donnell


August 18, 2003






                               ConAgra Foods, Inc.
                                One ConAgra Drive
                           Omaha, Nebraska 68102-5001

                                 PROXY STATEMENT

          Annual Meeting of Stockholders to be held September 25, 2003
                  Proxy Solicitation by the Board of Directors

     This  statement  is  furnished  in  connection  with the Annual  Meeting of
Stockholders to be held at the Omaha Civic  Auditorium  Music Hall, 1804 Capitol
Avenue,  Omaha,  Nebraska.  The  meeting  will begin  promptly  at 1:30 p.m.  on
September 25, 2003.  Stockholders of record at the close of business on July 31,
2003 will be entitled to vote at the meeting.

                                     PROXIES

     Your vote is very  important.  For this  reason,  the Board of Directors is
requesting  that you use the  enclosed  proxy card to vote your  shares.  If the
accompanying  proxy is  executed,  the shares  represented  by the proxy will be
voted as specified.  You may also vote your shares by  delivering  your proxy by
telephone  or via the  Internet.  The  Company may retain a proxy  solicitor  to
assist in the solicitation of proxies, for which the Company would pay usual and
customary fees. This Proxy Statement is being mailed to stockholders on or about
August 18, 2003.

     If a broker,  bank or other  nominee  holds  your  common  stock,  you will
receive instructions from them that you must follow in order to have your shares
voted. If you hold  certificate(s)  in your own name as a holder of record,  you
may vote your common stock by signing,  dating and mailing the proxy card in the
postage paid envelope  provided.  Of course,  you can always come to the meeting
and vote your shares in person.

     You  may  revoke  the  proxy  before  the  meeting,  whether  delivered  by
telephone,  Internet  or  through  the  mail,  by  using  the  telephone  voting
procedures,  the Internet  voting  procedures or by mailing a signed  instrument
revoking the proxy to: James P. O'Donnell,  Corporate Secretary,  ConAgra Foods,
Inc., One ConAgra  Drive,  Omaha,  Nebraska,  68102;  to be effective,  a mailed
revocation must be received by the Secretary on or before  September 24, 2003. A
stockholder  may attend the  meeting in person,  withdraw  the proxy and vote in
person.

                                VOTING SECURITIES

     The Company at July 31, 2003 had issued and outstanding  536,971,526 voting
shares of common  stock.  Each share of common  stock is  entitled  to one vote.
There were no shares of voting preferred stock outstanding at July 31, 2003.

     The presence of a majority of the outstanding  common stock  represented in
person or by proxy at the meeting will constitute a quorum.  Shares  represented
by proxies  that are marked  "abstain"  will be  counted as shares  present  for
purposes of determining  the presence of a quorum.  Proxies  relating to "street
name" shares that are voted by brokers on some matters will be treated as shares
present for purposes of  determining  the presence of a quorum,  but will not be
treated as shares  entitled to vote at the annual meeting on those matters as to
which authority to vote is withheld by the broker ("broker non-votes").

     The four  nominees  receiving  the  highest  vote totals will be elected as
Directors of ConAgra Foods.  Accordingly,  abstentions and broker non-votes will
not affect the outcome of the election of Directors.

     All other matters to be voted on will be decided by the affirmative vote of
a majority of the shares  present or  represented at the meeting and entitled to
vote. On any such matter,  an abstention will have the same effect as a negative
vote. A broker non-vote will not be counted as an affirmative vote or a negative
vote because  shares held by brokers will not be considered  entitled to vote on
matters as to which the brokers withhold authority.







                           VOTING SECURITIES OWNED BY
                            CERTAIN BENEFICIAL OWNERS

The  following  stockholders  report  ownership of more than 5% of the Company's
outstanding common stock.

                                          BENEFICIAL             PERCENT OF
     NAME                                 OWNERSHIP                CLASS
     ----                                 ---------                ------

     State Street Bank and Trust Company  39,511,567 (1)            7.4%
     225 Franklin Street
     Boston, MA  02110

     Barclays Global Investors, N.A.      38,015,718 (2)            7.1%
     45 Fremont Street
     San Francisco, CA  94105



     (1) Based on a Form 13F filed May 12, 2003.
     (2) Based on a Form 13F filed May 14, 2003.







                             VOTING SECURITIES OWNED
                       BY EXECUTIVE OFFICERS AND DIRECTORS

     The following table shows certain information on ConAgra Foods common stock
beneficially  owned by directors and the executive officers named in the summary
compensation  table  as of July 31,  2003.  No  director  or  executive  officer
beneficially  owned 1% or more of ConAgra  Foods  common  stock,  other than Mr.
Batchelder, who may be deemed to beneficially own 1.7% of the outstanding common
stock. The directors and all executive  officers as a group  beneficially  owned
2.4% of ConAgra Foods outstanding common stock. The shares shown as beneficially
owned  include  shares which  executive  officers and  directors are entitled to
acquire pursuant to outstanding stock options  exercisable  within sixty days of
July 31, 2003.

                                                                BENEFICIAL
     NAME                     TITLE OF CLASS                    OWNERSHIP (1)
     ----                     --------------                    -------------

     David H. Batchelder        Common Stock                      8,898,400
     Mogens C. Bay              Common Stock                         74,800
     Howard G. Buffett          Common Stock                         18,814
     Stephen G. Butler          Common Stock                          6,000
     John T. Chain, Jr.         Common Stock                         46,600
     Alice B. Hayes             Common Stock                         25,895
     W. G. Jurgensen            Common Stock                         12,217
     Robert A. Krane            Common Stock                        133,160
     Mark H. Rauenhorst         Common Stock                         52,849
     Carl E. Reichardt          Common Stock                        118,000
     Bruce Rohde                Common Stock                      1,604,263
     Ronald W. Roskens          Common Stock                        101,992
     Kenneth E. Stinson         Common Stock                         78,800
     Kenneth W. Gerhardt        Common Stock                        200,904
     Dwight J. Goslee           Common Stock                        383,779
     Owen C. Johnson            Common Stock                        246,001
     James P. O'Donnell         Common Stock                        364,039


     Directors and Executive
     Officers as a Group        Common Stock
     (22 Persons)                                                12,821,190


(1) Shares  reported  include  (i) shares  owned by  spouses  of  directors  and
executive  officers;  (ii)  8,887,600  shares  deemed  beneficially  owned by an
investment advisory firm of which Mr. Batchelder is a principal;  the investment
advisory  firm has  voting and  dispositive  power  over such  shares;  however,
clients of the firm or its affiliates have certain  withdrawal rights that could
affect the shares which are not controlled by the firm or Mr. Batchelder;  (iii)
857  shares  owned by a  charitable  foundation  for which Mr.  Rauenhorst  is a
director and disclaims  beneficial  ownership;  and (iv) 2,987,340  shares which
directors  and  executive  officers  are  entitled to acquire  pursuant to stock
options exercisable within sixty days of July 31, 2003.






                              CORPORATE GOVERNANCE

     Sound  corporate   governance  practices  are  an  important  part  of  our
foundation and tradition. We have many longstanding policies and practices,  and
we have also added measures to further strengthen our foundation.  Our corporate
governance practices include the following:

     o    Other than our Chief Executive Officer,  none of our directors are, or
          ever have been, employed by the Company.

     o    Directors  and  executive  officers  are  committed to owning stock in
          ConAgra Foods,  and as part of that  commitment they will not sell any
          of their  ConAgra  Foods  stock  until at least six months  after they
          cease to be a director  or an  executive  officer.

     o    We do not permit loans to directors or executive officers.

     o    We do not re-price stock options, and never have.

     o    Our Audit Committee is comprised of independent directors, all of whom
          meet the  requirements  to be an audit committee  financial  expert as
          defined by the Securities and Exchange Commission.

     o    Our Human  Resources  Committee is comprised of independent  directors
          who  annually  review  and  evaluate  the  Chief  Executive  Officer's
          performance and compensation.

     o    Our  Corporate   Governance  Committee  is  comprised  of  independent
          directors  who  establish  the  corporate  governance  principles  for
          ConAgra Foods.

     o    Our  Nominating  Committee is comprised of  independent  directors who
          propose to the Board the nominees to be elected at each  stockholders'
          meeting.

     o    Non-employee  directors meet in executive  session without  management
          present at every Board meeting.

     o    The Board has designated a lead director,  Carl Reichardt,  who chairs
          the executive sessions of the Board.

     o    Our Audit  Committee  has the  authority  to retain  and  replace  our
          independent auditors.

     o    The lead partner of the independent public accounting firm that audits
          ConAgra Foods' books is rotated at least every five years.

     o    We encourage  our  employees to own ConAgra  Foods stock,  however our
          retirement  plans are structured so that employees can diversify their
          vested holdings.

     o    Our Code of Conduct is our  commitment to our  longstanding  standards
          for ethical business  practices.  Our Code of Conduct,  as well as our
          Code of Ethics for Senior  Corporate  Officers,  is  published  on our
          website.

     o    Our    governance    principles   are   published   on   our   website
          (www.conagrafoods.com).   These  principles   include  guidelines  for
          determining  director   independence,   qualifications  for  directors
          (including a director  retirement  age),  an annual  evaluation of the
          Chief  Executive  Officer,  and an annual  Board  and Board  committee
          self-evaluation.

     o    The charter for each  committee of the Board is also  published on the
          website.

     We routinely assess and refine our corporate governance practices and share
them with you by posting them on our company's website.


                     ITEM 1: BOARD OF DIRECTORS AND ELECTION

     The Company's Board of Directors is presently composed of thirteen members,
divided   into  three   classes.   Each  class  serves  for  three  years  on  a
staggered-term basis.

     The  following  paragraphs  set  forth  the  principal  occupation  of each
director for the last five years,  other  positions each has held, the date each
was first  elected a director  of the  Company,  the date each  director's  term
expires,  and the age of each director.  Directors who are nominees for election
at the 2003 Annual Stockholders' Meeting are listed first.

DAVID H. BATCHELDER - Nominee - San Diego, California
Principal of Relational  Investors LLC (investment  advisory firm) and Principal
of Relational Advisors LLC (investment  advisory and consulting firm).  Director
of Washington Group International, Inc. Mr. Batchelder has been a director since
August 2, 2002.  His current term expires  September 25, 2003. He is 54 years of
age.

ROBERT A. KRANE - Nominee - Denver, Colorado
Consultant,  KRA, Inc. from September  1990 to 1998;  Retired  President,  Chief
Executive  Officer and Director of Central  Bancorporation,  Inc. from June 1988
until January 1990; President, COO and Director of Central Bancorporation,  1986
to 1988;  Vice  Chairman  and  Director  of Norwest  Corporation,  1982 to 1985;
President and Director of Norwest Corporation,  1981 to 1982. Mr. Krane has been
a director since July 20, 1982. His current term expires  September 25, 2003. He
is 69 years of age.

MARK H. RAUENHORST - Nominee - Minnetonka, Minnesota
President  and Chief  Executive  Officer of Opus  Corporation  (commercial  real
estate development and construction). Director of Graco, Inc. Mr. Rauenhorst has
been a director since May 4, 2001. His current term expires  September 25, 2003.
He is 50 years of age.

BRUCE ROHDE - Nominee - Omaha, Nebraska
Chairman of the Board and Chief Executive  Officer of ConAgra Foods,  Inc. since
September 1998. Mr. Rohde has been a director since August 26, 1996. His current
term expires September 25, 2003. He is 54 years of age.


The following directors serve for terms that expire after 2003:

MOGENS C. BAY - Omaha, Nebraska
Chairman and Chief Executive Officer of Valmont  Industries,  Inc. (products for
water  management  and  infrastructure)  since January  1997.  Director of Peter
Kiewit Sons', Inc. and Level 3 Communications,  Inc. Mr. Bay has been a director
since December 12, 1996.  His current term expires  September 23, 2004. He is 54
years of age.

HOWARD G. BUFFETT - Decatur, Illinois
President of BioImages  (photography  and  publishing)  and President of Buffett
Farms.   Former  Chairman  of  the  Board  of  The  GSI  Group  (manufacture  of
agricultural  equipment)  from June 1996 to August  2001.  Director of Berkshire
Hathaway,  Inc., Coca Cola Enterprises  Inc., and Lindsay  Manufacturing Co. Mr.
Buffett has been a director  since  January 25,  2002.  His current term expires
September 22, 2005. He is 48 years of age.

STEPHEN G. BUTLER - Leawood, Kansas
Chairman and Chief  Executive  Officer of KPMG LLP (national  public  accounting
firm) from 1996 to 2002.  Director of Cooper  Industries.  Mr. Butler has been a
director since May 16, 2003. His current term expires  September 23, 2004. He is
55 years of age.

JOHN T. CHAIN, JR. - Fort Worth, Texas
Chairman of the Thomas  Group  (international  management  consulting).  Retired
General, United States Air Force, former Commander-in-Chief of the Strategic Air
Command.  Director of RJ Reynolds  Tobacco,  Inc.,  Kemper Insurance  Companies,
Northrup Grumman,  Inc. and the Thomas Group, Inc. Mr. Chain has been a director
since May 4, 2001.  His current term expires  September 22, 2005. He is 68 years
of age.

ALICE B. HAYES - Chicago, Illinois
President  emerita of the University of San Diego since July 2003.  President of
the University of San Diego from 1995 to July 2003. Executive Vice President and
Provost of Saint  Louis  University  from 1989 to 1995.  Director of Jack in the
Box, Inc. and Pulitzer, Inc. Ms. Hayes has been a director since August 3, 2001.
Her current term expires September 23, 2004. She is 65 years of age.

W.G. JURGENSEN - Columbus, Ohio
Chief  Executive  Officer of Nationwide  Mutual  Insurance  Company since August
2000.  Executive  Vice  President  of Bank One  Corporation  from  1998 to 2000.
Executive  Vice  President of First Chicago NBD  Corporation  from 1996 to 1998.
Director  of  Nationwide  Financial  Services,  Inc.  Mr.  Jurgensen  has been a
director since August 2, 2002.  His current term expires  September 23, 2004. He
is 52 years of age.

CARL E. REICHARDT - San Francisco, California
Vice Chairman of Ford Motor Company since October 2001.  Retired Chairman of the
Board of Directors of Wells Fargo & Company  since 1994.  Director of Ford Motor
Co., McKesson Corporation,  Newhall Management Corporation and PG&E Corporation.
Mr.  Reichardt has been a director since March 1, 1993. His current term expires
September 23, 2004. He is 72 years of age.

RONALD W. ROSKENS - Omaha, Nebraska
President of Global Connections,  Inc. (international business consulting). Head
of U.S.  Agency for  International  Development  from 1990 until  December 1992.
President of University of Nebraska  from 1977 to 1989.  Mr.  Roskens has been a
director since December 3, 1992. His current term expires September 22, 2005. He
is 70 years of age.

KENNETH E. STINSON - Omaha, Nebraska
Chairman and Chief Executive Officer of Peter Kiewit Sons',  Inc.  (construction
and  mining).  Director  of Valmont  Industries,  Inc.  Mr.  Stinson  has been a
director since  December 12, 1996. His current term expires  September 22, 2005.
He is 60 years of age.



     It is  intended  that  proxies  will be voted  "FOR"  the  election  of the
above-indicated  nominees.  In case any nominee  shall  become  unavailable  for
election  to the  Board of  Directors  for any  reason  not  presently  known or
contemplated,  the proxy  holders  will  have  discretionary  authority  in that
instance to vote the proxies for a substitute.

                      DIRECTORS' MEETINGS AND COMPENSATION

     The Board of Directors meets on a regularly  scheduled basis. During fiscal
2003,  the Board met six times.  The Board of Directors  has adopted the ConAgra
Foods Corporate Governance Principles.  The principles address the qualification
and selection of board  members,  board  leadership,  board  structure and board
processes.  The Corporate Governance Principles,  along with the Company's other
corporate   governance    policies,    are   available   on   our   website   at
www.conagrafoods.com under the section for Investors.

     The Board of Directors has assigned  certain  responsibilities  to specific
committees. The Audit Committee assists the Board of Directors in fulfilling its
oversight  responsibilities  by reviewing  (1) the  integrity  of the  financial
statements of the Company, (2) the qualifications,  independence and performance
of the Company's independent auditors and internal auditing department,  and (3)
the  compliance  by the  Company  with legal and  regulatory  requirements.  The
Committee acts under a written  charter  adopted by the Board of Directors.  The
Audit  Committee  met six times over nine days during  fiscal 2003. In addition,
the  Chairman of the Audit  Committee  had periodic  conversations  with Company
management and  representatives of Deloitte & Touche during the fiscal year. For
further  information,  see  "Audit  Committee  Report".  Members  of  the  Audit
Committee are Robert A. Krane (Chairman), Mogens C. Bay, Stephen G. Butler, W.G.
Jurgensen and Kenneth E.  Stinson.  The Board of Directors  determined  that all
members of the audit committee are audit committee financial experts (as defined
by the  Securities and Exchange  Commission).  All Audit  Committee  members are
independent under New York Stock Exchange listing standards.

     The  Corporate  Affairs  Committee  advises  ConAgra  Foods  management  on
internal and external factors and  relationships  affecting the Company's image,
reputation,   objectives  and   strategies.   Focus  areas  include   economics,
government,   regulation,   sustainable   development,   community  affairs  and
stockholder  relations.  During fiscal 2003, the Corporate Affairs Committee met
five times.  Members of the  Corporate  Affairs  Committee are Howard G. Buffett
(Chairman), Alice B. Hayes and Mark H. Rauenhorst.

     The Human Resources Committee has responsibility for reviewing,  evaluating
and  approving  compensation  plans,  policies and  programs  for the  Company's
directors,  executive  officers and significant  employees.  The Human Resources
Committee annually reviews and approves corporate goals and objectives  relevant
to Chief Executive Officer compensation, evaluates the Chief Executive Officer's
performance in light of these goals and objectives,  and recommends to the Board
the Chief  Executive's  compensation  levels  based on such  evaluation.  During
fiscal 2003, the Human Resources Committee met five times.  Members of the Human
Resources Committee are Carl E. Reichardt (Chairman),  David H. Batchelder, John
T. Chain, Jr. and Ronald W. Roskens.

     The Corporate Governance  Committee considers and makes  recommendations to
the board concerning the appropriate size,  functions and policies of the board,
the size and functions of the various committees of the board, and the corporate
governance  principles  of ConAgra  Foods.  During  fiscal 2003,  the  Corporate
Governance  Committee  met three  times.  Members  of the  Corporate  Governance
Committee are John T. Chain, Jr. (Chairman), David H. Batchelder, Mogens C. Bay,
Alice B. Hayes and Kenneth E. Stinson.

     The Nominating  Committee identifies qualified candidates for membership on
the  board,  proposes  to the board a slate of  directors  for  election  by the
stockholders  at each annual  meeting,  and proposes to the board  candidates to
fill vacancies on the board. The Nominating  Committee will consider  candidates
recommended by stockholders;  written suggestions for nominees should be sent to
the  Secretary  of  the  Company.   Stockholder  nominations  must  comply  with
applicable  provisions of the  Company's  bylaws;  see "Fiscal 2004  Stockholder
Proposals".  During  fiscal  2003,  the  Nominating  Committee  met seven times.
Members of the Nominating Committee are Ronald W. Roskens (Chairman),  Howard G.
Buffett, W.G. Jurgensen and Carl E. Reichardt.

     The  Executive  Committee  generally  has authority to act on behalf of the
Board of Directors between meetings. The Executive Committee did not meet during
fiscal 2003.  Members of the  Executive  Committee  are Bruce Rohde  (Chairman),
Robert A. Krane and Carl E. Reichardt.

     For their  services on the Board,  non-employee  directors are paid $50,000
per  year.  The  Chairmen  of the Human  Resources,  Audit,  Corporate  Affairs,
Nominating and Corporate  Governance  Committees are paid an additional  $25,000
per year. Each non-employee  director is paid $1,500 per meeting attended.  Each
non-employee  director  earns a grant of 1,800  shares of ConAgra  Foods  common
stock per year under the ConAgra Foods 2000 Stock Plan.  Non-employee  directors
also earn an annual grant of non-statutory options, with an exercise price equal
to the fair market  value on date of grant,  to acquire  9,000 shares of ConAgra
Foods common stock under the ConAgra  Foods 2000 Stock Plan.  Directors are also
eligible to  participate  in the ConAgra Foods medical plan on the same basis as
ConAgra Foods employees.



     Mr. Buffett serves at the request of the Company on the governing boards of
a joint  venture  between  South Africa based Tiger Brands and ConAgra Foods for
the  manufacture  and sale of malt  products  on multiple  continents,  in which
ConAgra Foods has a 50%  interest,  and a U.S.  based venture for  environmental
research and development, in which ConAgra Foods has a 50% interest; Mr. Buffett
receives  $50,000 per annum from each of these  ventures for his  services.  Mr.
Buffett also serves at the request of the Company on the board of an India based
venture for the manufacture  and sale of edible oil and bean products,  in which
ConAgra Foods has a 33% interest;  Mr. Buffett  receives  $50,000 per annum from
the Company for these services.

     ConAgra Foods enters into many lease  agreements for land,  buildings,  and
equipment at competitive  market rates,  and some of the lease  arrangements are
with Opus Corporation or its affiliates.  Mark Rauenhorst, a director of ConAgra
Foods,  is a beneficial  owner,  officer and director of Opus  Corporation.  The
agreements  relate to the  leasing  of land and  buildings  for  ConAgra  Foods.
ConAgra  Foods  occupies  the  buildings  pursuant to long term leases with Opus
Corporation and its affiliates, some of which contain various termination rights
and purchase  options.  Leases  effective in fiscal 2003  required  annual lease
payments by ConAgra Foods of $20,743,000. The Company also paid Opus Corporation
or its affiliates  $1,453,000  for  construction  work during fiscal 2003.  Opus
Corporation had revenues of approximately $1.1 billion in 2002.

     The Directors'  Charitable Award Program has been  discontinued.  Directors
elected to the board prior to 2003 were eligible for the program;  the directors
who continue  participation  in the program are entitled to nominate one or more
tax-exempt  organizations to which ConAgra Foods will contribute an aggregate of
$1 million in four equal annual  installments upon the death of the director.  A
director is vested in the program upon completion of three years of service as a
director or upon the death, disability or mandatory retirement of such director.
ConAgra  Foods  maintains  insurance  on the lives of its  directors to fund the
Program.  Directors derive no personal  financial benefit from the Program since
any  insurance  proceeds  prior to donation  and the tax benefit of the donation
accrue solely to the benefit of ConAgra Foods.







                             EXECUTIVE COMPENSATION
    The following Summary Compensation Table shows compensation paid by ConAgra
Foods for services rendered during fiscal years 2003, 2002 and 2001 for the
Chief Executive Officer and the next four highest compensated executive officers
of ConAgra Foods.

                           SUMMARY COMPENSATION TABLE

                                    Annual Compensation                Long-Term Compensation

Name/                                                              Restricted      Option       LTIP        All Other
Principal Position             Fiscal    Salary       Bonus       Stock Awards     Grants      Payouts     Compensation
                                Year       ($)         ($)         ($)(1) (2)      (#)(2)      ($)(2)        ($)(3)
                                                                                          
Bruce Rohde                     2003     1,166,346   2,350,000       2,323,531           0   2,323,531         109,061
   Chairman &                   2002       950,267   2,969,000       1,930,910   1,054,560           0         120,150
   Chief Executive              2001       950,472           0               0     300,000           0          31,122
   Officer

Dwight J. Goslee                2003       600,000     755,000         774,510           0     774,510          38,772
   Executive Vice President     2002       494,273     781,625         643,637     226,520           0          36,354
   Operations Control           2001       411,538     150,000         482,500      20,000           0          14,480
   & Development

James P. O'Donnell              2003       500,000     544,000         774,510           0     774,510          36,226
   Executive Vice               2002       450,000     575,100         643,637     151,520           0          33,930
   President, Chief             2001       450,000           0               0      20,000           0          15,846
   Financial Officer,
   Corporate Secretary

Owen C. Johnson                 2003       500,000     544,000         774,510           0     774,510          36,222
   Executive Vice President     2002       444,353     567,725         643,637     226,520           0          34,834
   Human Resources and          2001       400,000           0               0      20,000           0          14,832
   Administration

Kenneth W. Gerhardt             2003       400,000     435,000         387,255           0     387,255          27,124
   Senior Vice President,       2002       360,000     460,080         321,818      90,760           0          26,388
   Chief Information            2001       360,000           0               0      15,000           0          12,649
   Officer


(1) Mr. Goslee received a restricted stock award of 25,000 shares on February
27, 2001 which vest 100% on February 27, 2006 and immediately upon death, total
disability or change of control. Under ConAgra Foods' long-term senior
management incentive program, certain awards are made in restricted stock
equivalent units (see footnote 2 below). The executive receives dividend
equivalent payments on the restricted stock and equivalent units. At the end of
fiscal 2003, the aggregate restricted (unvested) stock and / or equivalent
holdings, valued at the closing price of ConAgra Foods common stock at May 25,
2003 without giving effect to the diminution of value attributable to the
restrictions on such stock or units were: Mr. Rohde - $3,441,238 (149,554
shares/units); Mr. Goslee - $1,152,295 (50,078 shares/units); Mr. O'Donnell -
$686,872 (29,851 shares/units); Mr. Johnson - $1,497,445 (65,078 shares/units);
and Mr. Gerhardt - $343,447 (14,926 shares/units). Shares issued cannot be sold
until at least six months after the individual ceases to be an executive officer
of the Company.
(2) Amounts earned under the Company's  long-term  senior  management  incentive
program in fiscal  1999-2002 were issued in restricted  stock  equivalent  units
(payable in common  stock when  restrictions  end) which vested over five years.
Stock  options  were issued to program  participants  for service in those years
equal to four  times the  number  of  restricted  stock  equivalent  units.  For
services in fiscal 2003,  the stock option grants were replaced with  restricted
units (credited with  appreciation or depreciation in ConAgra Foods stock during
the restricted period and payable in cash when restrictions end) which vest over
five years.
(3)  Amounts  represent  contributions  by ConAgra  Foods to its  qualified  and
nonqualified  401(k) plans and the imputed dollar value for term life insurance.
Fiscal year 2003 life premium  values are as follows:  Mr.  Rohde,  $3,571;  Mr.
Goslee,  $2,622; Mr. O'Donnell,  $4,906; Mr. Johnson,  $4,902; and Mr. Gerhardt,
$2,074.





                       OPTION GRANTS FOR FISCAL YEAR 2003


     The Company made no grants of stock options  during the last fiscal year to
the  executive  officers  named  in the  Summary  Compensation  Table.  No stock
appreciation rights were granted during fiscal 2003.








                 AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2003
                            AND FY-END OPTION VALUES

     The following table sets forth information on aggregate option exercises in
the last fiscal year and  information  with respect to the value of  unexercised
options to purchase ConAgra Foods common stock for the executive  officers named
in the Summary Compensation Table.



                                                            Unexercised Options             Value of Unexercised
                                                               Held at FY-End               In-the-Money Options
                                                                    (#)                       at FY-End ($) (2)
----------------------- --------------- -------------- -------------------------------- --------------------------------
                            Shares
                           Acquired     Value Realized
                         On Exercise       ($) (1)       Exercisable    Unexercisable    Exercisable     Unexercisable
                             (#)                                                             ($)              ($)
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
                                                                                     
Bruce Rohde                          0               0       1,091,317        1,079,125      1,058,265         1,058,174
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------

Dwight J. Goslee                 9,866          96,810         185,229          203,614        383,225           122,093
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------

James P. O'Donnell              18,000         125,865         191,938          177,708        511,793           106,905
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------

Owen C. Johnson                      0               0         137,738          211,614        120,014           122,093
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------

Kenneth W. Gerhardt                  0               0         118,558           99,854         79,644            66,563
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------


(1) Value realized is the difference  between the closing price of ConAgra Foods
common  stock at the time of  exercise  and the  exercise  price of the  options
multiplied by the number of shares.
(2) Value shown is the  difference  between the closing  price of ConAgra  Foods
common  stock on the last  trading day of fiscal 2003  ($23.01) and the exercise
price of  in-the-money  options  multiplied  by the number of shares  subject to
in-the-money options.






                           LONG-TERM INCENTIVE AWARDS

     The following table provides  information  concerning  long-term  incentive
awards  approved by the Human  Resources  Committee  (the  "Committee")  for the
executive officers named in the Summary Compensation Table. The long-term senior
management incentive program rewards participants, including executive officers,
based on ConAgra Foods' ability to increase  earnings per share,  with awards at
target  levels.  The CEO  recommends  participants  and the  Committee  approves
participants,  on an annual basis.  The participants are eligible to share in an
award  pool of 8% of  ConAgra  Foods'  excess  after-tax  earnings  (subject  to
adjustment  pursuant to the  program)  over and above a 5% compound  growth rate
from a five-year  average  earnings  base.  Awards are made in restricted  stock
equivalent units (payable in common stock when  restrictions end) and any shares
issued may not be sold until at least six months after the individual  ceases to
be an executive  officer of the Company.  See footnote (1) below.  An equivalent
award, if earned,  which was paid through the issuance of stock options equal to
four times the number of restricted stock equivalent units in fiscal  1999-2002,
will now be paid  through  the  issuance  of  restricted  units  (credited  with
appreciation or depreciation in ConAgra Foods stock during the restricted period
and payable in cash when  restrictions  end). See footnote (2) below. The target
award reflected below is based on a Committee approved growth rate over the base
year, with awards at target levels.


                                                                             Estimated Future Payouts

------------------------- ------------------- ------------------- ------------- -------------------- --------------
                                                Performance or
                              Number of       other Period Until
                          Shares, Units or       Maturation or     Threshold          Target            Maximum
                            Other Rights            Payout            (#)               (#)               (#)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
                                                                                      
Bruce Rohde                      12                   (1)              0            97,200 (1)            N/A
------------------------- ------------------- ------------------- ------------- -------------------- --------------
                                                                                   $2,430,000(2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------

Dwight J. Goslee                  4                   (1)              0            32,400 (1)            N/A
------------------------- ------------------- ------------------- ------------- -------------------- --------------
                                                                                   $810,000 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------

James P. O'Donnell                4                   (1)              0            32,400 (1)            N/A
------------------------- ------------------- ------------------- ------------- -------------------- --------------
                                                                                   $810,000 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------

Owen C. Johnson                   4                   (1)              0            32,400 (1)            N/A
------------------------- ------------------- ------------------- ------------- -------------------- --------------
                                                                                   $810,000 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------

Kenneth W. Gerhardt               2                   (1)              0            16,200 (1)            N/A
------------------------- ------------------- ------------------- ------------- -------------------- --------------
                                                                                   $405,000 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------


(1) Amount  represents  the target  number of the stock  equivalent  units (with
payouts in common stock) under the long-term senior management incentive program
and is dependent on both earnings and stock price.  See description  above.  Any
stock  equivalent  units issued under the program are  restricted and any shares
will be issued under ConAgra Foods stock plans. The participants  receive common
stock dividend cash equivalents on the restricted stock  equivalents.  The stock
equivalent  units vest on the fifth  anniversary  of  issuance,  or earlier upon
death,  normal  retirement,  permanent  disability,  or change in control.  If a
participant terminates employment,  the stock equivalent units vest 20% per year
of  employment  post-issuance,  unless the  termination  was for  cause.  Vested
equivalent units are paid in shares of common stock.
(2) Amount  represents the target  equivalent  award of other  restricted  units
(credited with  appreciation  or  depreciation in ConAgra Foods stock during the
restricted period and payable in cash when restrictions end) and is dependent on
both  earnings  and stock  price.  The  restrictions  and vesting  described  in
footnote  (1) also apply to these units.  The  participants  are  credited  with
dividend equivalents on the restricted units.





                      BENEFIT PLANS AND RETIREMENT PROGRAMS

     ConAgra Foods maintains a non-contributory defined benefit pension plan for
all eligible  employees.  Certain ConAgra Foods employees,  including  executive
officers,  participate  in a  supplemental  retirement  plan designed to provide
pension  benefits to which such persons would be entitled,  but for the limit on
the  maximum  annual  benefits  payable  under the  Employee  Retirement  Income
Security  Act of 1974 and the  limit  under  the  Internal  Revenue  Code on the
maximum  amount of  compensation  which may be taken into account  under ConAgra
Foods' basic defined benefit pension plan.

     The following table shows typical annual benefits  computed on the basis of
a straight  life  annuity  payable on a combined  basis under the basic  pension
program and the  supplemental  retirement plan, based upon retirement in 2003 at
age 65, to persons  in  specified  remuneration  and  credited  years-of-service
classifications.  Annual retirement  benefits set forth below are not subject to
reduction for social security or other offset amounts.



                            Credited Years of Service
--------------------------------------------------------------------------------------------------------------------------------
                                                                                             
Final Average
Remuneration                 10             15              20            25             30              35            40
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
          $50,000           $5,400         $8,000        $10,700         $13,400       $16,100        $18,800         $21,500
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
          100,000           12,600         18,800         25,100          31,400        37,700         44,000          50,300
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
          150,000           19,800         29,600         39,500          49,400        59,300         69,200          79,100
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
          200,000           27,000         40,400         53,900          67,400        80,900         94,400         107,900
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
          250,000           34,200         51,200         68,300          85,400       102,500        119,600         136,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
          500,000           70,200        105,200        140,300         175,400       210,500        245,600         280,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
        1,000,000          142,200        213,200        284,300         355,400       426,500        497,600         568,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
        1,500,000          214,200        321,200        428,300         535,400       642,500        749,600         856,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
        2,000,000          286,200        429,200        572,300         715,400       858,500      1,001,600       1,144,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
        2,500,000          358,200        537,200        716,300         895,400     1,074,500      1,253,600       1,432,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
        3,000,000          430,200        645,200        860,300       1,075,400     1,290,500      1,505,600       1,720,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
        3,500,000          502,200        753,200      1,004,300       1,255,400     1,506,500      1,757,600       2,008,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
        4,000,000          574,200        861,200      1,148,300       1,435,400     1,722,500      2,009,600       2,296,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
        4,500,000          646,200        969,200      1,292,300       1,615,400     1,938,500      2,261,600       2,584,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
        5,000,000          718,200      1,077,200      1,436,300       1,795,400     2,154,500      2,513,600       2,872,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------


     Benefits under these plans are based on credited years of service and final
average   remuneration   (generally  the  highest  five  consecutive   years  of
compensation  out of the last ten years of service for ConAgra  Foods).  Covered
compensation includes salary and short-term  incentive.  As of May 25, 2003, the
named executive officers who participate in the defined benefit pension plan had
the following  credited years of service:  Mr. Rohde, 14 years;  Mr. Goslee,  17
years; Mr. O'Donnell, 24 years; Mr. Johnson, 4 years; and Mr. Gerhardt, 7 years.

     ConAgra Foods has conditional  employment agreements with certain officers,
including all executive  officers named in the summary  compensation  table. The
employment  agreements  require the  individuals  to support the position of the
Board of  Directors  with  respect to any event by which  another  entity  would
acquire  effective  control of  ConAgra  Foods (as  defined  in the  agreements)
through a tender offer,  merger or otherwise.  In consideration of this promise,
ConAgra Foods agrees to employ the individual for three years after the event by
which another entity acquires  effective  control of ConAgra Foods.  During that
three year period, the individual would receive annually an amount not less than
the individual's  current annual base compensation,  plus the greater of (i) the
individual's  maximum  allowable target  short-term  incentive  compensation (as
defined in the agreement) or (ii) the individual's  highest short-term incentive
award  during  the  prior  three  fiscal  years,  plus an  amount  equal  to the
individual's  highest per unit award under the long-term  compensation plan made
during the three fiscal years immediately  preceding such acquisition of control
multiplied by the number of participation  units for the current fiscal year. In
addition,  the  individual  would  be  entitled  to  those  retirement  benefits
receivable had the individual worked to normal retirement age.

     ConAgra Foods must satisfy this  retirement  benefit  obligation  through a
trust payable to the employee  beginning at  retirement  age. If the employee is
involuntarily  terminated  or  constructively  terminated  (as  defined  in  the
agreements) during the three year employment  period,  ConAgra Foods is required
to pay the individual the amount of annual and incentive  compensation described
above for any remainder of the three year period plus a full year's compensation
and  maximum  incentive  payments,  and shall also be  obligated  to provide the
described retirement benefits through a trust.



     In addition,  the employee  shall receive an amount equal to the difference
between the highest tender offer price by the acquiring  entity over the closing
price of ConAgra  Foods common stock on the date of  termination,  multiplied by
the  number  of  ConAgra  Foods  shares  owned  by the  employee  on the date of
termination (including for this purpose,  options granted under Stock Plans.) If
the employee voluntarily  terminates during the three-year period, ConAgra Foods
remains obligated to make the previously  described  retirement payments and the
payments described in the preceding sentence.  ConAgra Foods is also required to
make a gross-up  payment to the  employee  if any  payment  to the  employee  is
subject to an excise tax under Section 4999 of the Internal Revenue Code.

     ConAgra  Foods adopted in 1989 the ConAgra  Foods  Incentives  and Deferred
Compensation  Change in Control Plan.  Under this plan, in the event of a change
in control of ConAgra Foods (as defined in the plan), all benefits, payments and
deferred  compensation under ConAgra Foods' various incentive,  bonus,  deferred
compensation and similar arrangements, for all employees participating under the
applicable plans, become immediately non-forfeitable. In addition, a participant
under any of the plans who is terminated after a change in control shall receive
a pro rata  benefit  based on the portion of the year for which the  participant
was employed.

     ConAgra  Foods  and  Mr.  Rohde  are  parties  to an  employment  agreement
effective  August 26, 1996. Mr. Rohde receives as compensation (1) a base salary
of not less than  $750,000  per  annum,  (2)  participation  in  ConAgra  Foods'
executive annual incentive plan with a target bonus of not less than 80% of base
salary  and (3)  participation  in the  long-term  senior  management  incentive
program.  Mr. Rohde  received on August 26, 1996 an award of 200,000  (post-1997
stock split) restricted shares vesting at the rate of 10% per year and an option
to acquire 200,000  (post-1997 stock split) shares of stock  exercisable at fair
market  value on the date of grant and vesting at the rate of 20% per annum.  If
Mr. Rohde is terminated without cause or voluntarily terminates with good reason
(all as defined in the  employment  agreement),  his then  current  base  salary
continues  for a period of 24  months  and all  options  and  restricted  shares
immediately  vest.  The  options and  restricted  shares also vest upon death or
permanent  disability.  The employment agreement imposes certain  noncompetition
and confidentiality agreements on Mr. Rohde.


                        HUMAN RESOURCES COMMITTEE REPORT
                            ON EXECUTIVE COMPENSATION

     ConAgra Foods' executive  compensation  plans are administered by the Human
Resources  Committee of the Board of Directors (the "Committee").  The Committee
is composed of non-employee  directors.  The Committee has the responsibility to
review,  evaluate and approve compensation plans,  policies and programs for the
Company's directors, executive officers and significant employees.

ConAgra Foods Compensation Philosophy

     ConAgra Foods' compensation  philosophy has been consistent.  The Committee
established  ConAgra Foods' long-term  executive  compensation plans with a view
that benefits payable under short-term incentive plans are geared to performance
in the current fiscal year, while benefits payable under the long-term incentive
plans are designed to motivate  executives for measured  performance  over time.
Performance  goals for senior  management  are tied to the  attainment of annual
company-wide  or business  unit profit  plans.  Performance  goals can include a
variety of factors related to profits,  returns on capital,  working capital and
other factors.

     The Committee  believes ConAgra Foods' management should hold a significant
ownership in ConAgra  Foods common  stock.  Such stock  ownership is expected to
result in executive  decision-making which is in the best long-term interests of
ConAgra  Foods and its  stockholders.  ConAgra Foods has taken steps which cause
executive officers to hold stock throughout their employment.  The Committee has
structured ConAgra Foods' long-term incentives to be significantly stock-based.

     ConAgra Foods' executive  compensation  consists of three components:  base
salary,  short-term incentives and long-term incentives.  The Committee approved
and  administered  the  executive  compensation  programs  within  each of these
components during fiscal 2003.

     The Committee has reviewed  ConAgra Foods'  compensation  plans in light of
Internal Revenue Code provisions  relating to the disallowance of deductions for
nonperformance-based  remuneration in excess of $1,000,000 to certain  executive
officers.   The  Committee   intends  to  structure   ConAgra  Foods'  executive
compensation  plans  so  that  payments   thereunder  will  generally  be  fully
deductible.  However,  ConAgra Foods may occasionally grant restricted shares or
compensation  in excess of  $1,000,000  for  specific  reasons  which  would not
qualify as deductible performance-based remuneration.

Base Salary

     The  Committee  reviews  the  competitive  market for  executive  positions
considering the  competitive pay for similar  positions in the food and consumer
products  industries.  The base salary for each executive officer is established
based on individual performance and contribution to the profitability of ConAgra
Foods,  considering the competitiveness of the total compensation  package.  The
Committee  periodically  uses outside  consultants  and  published  compensation
survey data to review  competitive  rates of pay within the market.  Mr. Rohde's
base salary in fiscal 2003 was increased from $950,000 to $1,200,000,  following
the Committee's review of competitive compensation information;  all incremental
salary over his previous  salary was deferred and was invested in ConAgra  Foods
stock. Mr. Rohde's previous increase in base salary was in fiscal 1998.



Short-Term Incentives

     The Committee  believes that an executive's  contribution  toward achieving
ConAgra  Foods'  strategic  goals,  growth in  earnings  per  share  and  annual
operating plans should form the basis for short-term  incentives.  The Committee
establishes  performance  goals at the beginning of each fiscal year tied to the
attainment of annual company-wide or business unit plans. Executive officers are
assigned threshold and target short-term  performance award  opportunities.  The
short-term  incentive  target,  plus base salary, is intended to provide a fully
competitive  annual cash compensation  program for ConAgra Foods executives when
business and  individual  goals are met. The  short-term  incentive  for ConAgra
Foods  executive  officers in fiscal 2003 was  established  under the  Executive
Annual Incentive Plan, which stockholders approved in 2000.

     Mr.  Rohde's annual bonus for fiscal 2002 and 2003 were based on attainment
of goals  established  by the Committee at the beginning of the fiscal year. The
target  goals for fiscal  2002 and 2003 were based on levels of  achievement  of
earnings per share  objectives  for ConAgra  Foods.  The target goals for fiscal
2001 were not attained and  accordingly no short-term  incentives  were paid for
fiscal 2001.

Long-Term Incentives

     ConAgra Foods'  long-term  incentives  for executive  officers are provided
through a long-term senior management incentive program and stock plans approved
by stockholders in 1985, 1990, 1995 and 2000.

     The long-term senior  management  incentive  program rewards  participants,
including  executive  officers,  based on ConAgra  Foods'  ability  to  increase
earnings  per  share,  with  awards  at target  levels.  The  Committee  selects
participants,  including  executive  officers,  on  an  annual  basis,  and  the
participants  are  eligible  to share in an award pool of 8% of  ConAgra  Foods'
excess after-tax  earnings (subject to adjustment  pursuant to the program) over
and above a 5%  compound  growth rate from a five-year  average  earnings  base.
Amounts  earned under the program in fiscal  1999-2002 were issued in restricted
stock  equivalent  units (payable in common stock when  restrictions  end) which
vested over five  years.  The  Committee  determined  to issue stock  options to
program  participants during those years with a value approximately equal to the
restricted  stock  equivalent  units,  and the Committee  therefore issued stock
options to the  participants  for service in those years equal to four times the
number of restricted  stock  equivalent  units. For services in fiscal 2003, the
Committee  determined to eliminate the stock option grants to executive officers
participating in the program, and in lieu of the stock options issued restricted
units (credited with  appreciation or depreciation in ConAgra Foods stock during
the restricted period and payable in cash when restrictions end) which vest over
five years.  The Chief Executive  Officer  participated in the long-term  senior
management  incentive  program  during  fiscal 2003 at an award level equal to a
multiple of the award level of the next highest  executive  officer named in the
Summary  Compensation  Table.  This higher level of  participation  reflects the
Committee's judgment as to the duties and responsibilities required of the Chief
Executive  Officer  position and his  expected  contributions  to the  Company's
leadership,   direction  and  profitability.   The  Chief  Executive   Officer's
participation  in the program for fiscal 2003 resulted in the issuance of 98,580
restricted  stock  equivalent  units  (payable in common  stock) with a value of
$2,323,531,  and the Chief  Executive  Officer  received an equivalent  award of
restricted  units  payable  in cash;  all such  restricted  units vest over five
years.  The target  levels were not attained in fiscal 2001 and no payments were
made under the long-term senior management incentive program for fiscal 2001.

     The Committee also administers  ConAgra Foods' stock plans, which authorize
various stock-based incentives, including grants of stock options and restricted
stock.  The  Committee  historically  granted  options on an annual basis in the
range of 1% to 1.5% of ConAgra Foods'  outstanding common stock. For fiscal 2003
performance,   options  were  granted  to  approximately   1,500  ConAgra  Foods
employees;  no options  were  granted to  executive  officers.  The  options and
restricted  stock/units  granted in fiscal 2003 or for fiscal  2003  performance
were approximately 1.0% of the Company's outstanding common stock. The Committee
grants stock  options at the  prevailing  market  price of ConAgra  Foods common
stock and such options  therefore  have value only if ConAgra Foods' stock price
increases. The Committee does not reprice options.

                  ConAgra Foods, Inc. Human Resources Committee
                           Carl E. Reichardt, Chairman
                               David H. Batchelder
                               John T. Chain, Jr.
                                Ronald W. Roskens





                             AUDIT COMMITTEE REPORT

     The Audit Committee is composed of five  directors,  each of whom meets the
independence  and experience  requirements of the New York Stock  Exchange.  The
Board of Directors has  determined  that all members of the Audit  Committee are
audit  committee  financial  experts (as defined by the  Securities and Exchange
Commission).  The Audit  Committee  assists the Board of Directors in fulfilling
its oversight  responsibilities  by reviewing (1) the integrity of the financial
statements of the Company, (2) the qualifications,  independence and performance
of the Company's  independent  auditors and internal audit  department,  and (3)
compliance by the Company with legal and regulatory requirements.  The Committee
acts under a written charter, adopted by the Board of Directors, a copy of which
is available on the Company's website.

     ConAgra  Foods'  management  is  responsible  for the  Company's  financial
reporting  process  and  internal   controls.   The  independent   auditors  are
responsible  for performing an independent  audit of the Company's  consolidated
financial  statements  and issuing an opinion on the conformity of those audited
financial  statements with generally accepted accounting  principles.  The Audit
Committee  oversees  the  Company's  financial  reporting  process and  internal
controls on behalf of the Board of Directors.

     The Audit Committee has sole authority to retain,  compensate,  oversee and
terminate the independent  auditor.  The Audit  Committee  reviews the Company's
annual audited financial statements, quarterly financial statements, and filings
with the Securities and Exchange Commission. The Audit Committee reviews reports
on various matters,  including: (1) critical accounting policies of the Company,
(2)  material  written   communications  between  the  independent  auditor  and
management,  (3) the independent auditor's internal quality-control  procedures,
(4) significant  changes in the Company's selection or application of accounting
principles,  and (5) the effect of regulatory and accounting  initiatives on the
financial statements of the Company.

     The Audit Committee pre-approves all audit and non-audit services performed
by the independent  auditor. The Audit Committee will periodically grant general
pre-approval of certain audit and non-audit services. Any other services must be
specifically  approved  by  the  Audit  Committee,  and  any  proposed  services
exceeding  pre-approved  cost levels must be  specifically  pre-approved  by the
Audit Committee.  In periods between Audit Committee  meetings,  the Chairman of
the  Audit  Committee  has  the  delegated   authority  from  the  Committee  to
pre-approve additional services, and such pre-approvals are then communicated to
the full Audit Committee.

     Pursuant to the Audit Committee charter, the Committee has the authority to
conduct  investigations  within the scope of its  responsibilities and to retain
legal,  accounting  and other advisors to assist the Committee in its functions.
During fiscal 2001 and 2002, the Committee undertook an investigation of certain
accounting  practices at the  Company's  United Agri  Products  subsidiary,  and
retained   special   counsel  in  connection   with  such   investigation.   The
investigation  resulted in a June 2001  restatement  of the Company's  financial
statements for fiscal years 1997-2000.

     During the last fiscal year, the Audit  Committee met and held  discussions
with representatives of ConAgra Foods management,  its internal audit staff, and
Deloitte  &  Touche,   independent   auditors.   Representatives   of  financial
management,  the  internal  audit  staff,  and  the  independent  auditors  have
unrestricted  access to the Audit Committee and periodically meet privately with
the Audit  Committee.  The Audit  Committee  reviewed and discussed with ConAgra
Foods'  management  and  Deloitte  & Touche  the  audited  financial  statements
contained in the Company's  Annual Report on Form 10-K for the fiscal year ended
May 25, 2003.

     The Committee also discussed  with the  independent  auditors other matters
required to be discussed by the auditors with the Committee  under the Statement
on  Auditing  Standards  No.  61  (communication  with  audit  committees).  The
Committee  received and discussed  with the  independent  auditors their written
report on their independence from the Company and its management,  which is made
under Independence Standards Board Standard No. 1 (independence discussions with
audit  committees).  The  Committee  also  considered  whether the  provision of
non-audit  services  provided by Deloitte & Touche to the Company  during fiscal
2003 was compatible with the auditors' independence.

     Based on these reviews and  discussions,  and the report of the independent
auditors, the Audit Committee has recommended to the Board of Directors, and the
Board has  approved,  that the audited  financial  statements be included in the
Company's  Annual Report on Form 10-K for the fiscal year ended May 25, 2003 for
filing with the Securities and Exchange Commission.

                       ConAgra Foods, Inc. Audit Committee
                            Robert A. Krane, Chairman
                                  Mogens C. Bay
                                Stephen G. Butler
                                 W.G. Jurgensen
                               Kenneth E. Stinson





                          COMPARATIVE STOCK PERFORMANCE

     The  comparative  stock  performance  graphs shown below compare the yearly
change in  cumulative  value of ConAgra  Foods common  stock with certain  Index
values for both five- and  ten-year  periods  ended  fiscal  2003,  according to
Bloomberg. Both graphs set the beginning value of ConAgra Foods common stock and
the Indices at $100. All  calculations  assume  reinvestment  of dividends.  The
performance  graphs compare ConAgra Foods with the Standard and Poor's (S&P) 500
Stock Index and the S&P Packaged  Foods Index.  All Index values are weighted by
capitalization of companies included in the group.


                                                        FIVE YEAR COMPARISON

                        Starting
                        Basis 1998             1999              2000               2001           2002           2003
-------------------------------------------------------------------------------------------------------------------------
                                                                                                
ConAgra Foods            $100.00               $ 91.33           $ 83.20            $ 76.61        $ 97.38        $ 94.33
S&P 500                  $100.00               $121.03           $129.67            $121.66        $104.63        $ 91.73
S&P Packaged Foods       $100.00               $ 88.38           $ 81.59            $ 91.38        $106.45        $100.91



                                                         TEN YEAR COMPARISON

                       Starting
                       Basis 1993   1994     1995     1996     1997      1998      1999      2000      2001      2002      2003
--------------------------------------------------------------------------------------------------------------------------------
                                                                                          
ConAgra Foods           $100.00     $116.47  $135.19  $180.15  $265.02   $261.15   $238.51   $217.28   $200.07   $254.31   $246.35
S&P 500                 $100.00     $104.43  $122.99  $163.09  $207.86   $272.15   $329.39   $352.91   $331.10   $284.74   $249.63
S&P Packaged Foods      $100.00     $ 99.04  $121.53  $149.64  $198.14   $264.62   $233.87   $215.91   $241.82   $281.69   $267.02



o    During fiscal 2003, the cumulative  value of ConAgra Foods stock  decreased
     3.1%, assuming reinvestment of dividends, while the S&P 500 Index decreased
     12.3% and the S&P Packaged Foods Index decreased 5.2%.






           ITEM 2: Ratification of Appointment of Independent Auditors

     The firm of Deloitte & Touche has been appointed by the Audit  Committee to
conduct the fiscal 2004 audit of the Company's  financial  statements.  The same
firm conducted the fiscal 2002 and 2003 audits. Fees billed by Deloitte & Touche
to the Company for services during the fiscal year ended May 25, 2003 were:

     Audit Fees. Deloitte & Touche billed the Company an aggregate of $3,940,000
for professional services rendered in connection with the audit of the Company's
fiscal 2003 annual  financial  statements and Deloitte & Touche's  review of the
Company's quarterly financial statements during fiscal 2003.

     Financial  Information  Systems Design and Implementation  Fees. Deloitte &
Touche did not  perform  any  information  technology  services  for the Company
during fiscal 2003.

     All Other  Fees.  Deloitte & Touche  billed the  Company  an  aggregate  of
$3,422,000 for all other services  during fiscal 2003,  including  audit related
services of $1,745,000 and non-audit services of $1,677,000.

     The Board of Directors requests that stockholders ratify the appointment of
Deloitte  & Touche as  independent  auditors  to  conduct  the 2004 audit of the
Company's financial  statements.  Representatives from Deloitte & Touche will be
present at the annual  Stockholder's  meeting. The representatives will have the
opportunity  to make a statement if they so desire and will also be available to
respond to appropriate questions.

             THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 2.

           ITEM 3: Stockholder Proposal - Genetically Engineered Food

     The  Company  has  been  informed  that  the  Missionary  Oblates  of  Mary
Immaculate,  391  Michigan  Avenue NE,  Washington,  D.C.,  20017-1516,  and The
Brethren Benefit Trust,  Inc., 84 State Street,  Boston, MA, 02109, each of whom
report  ownership of at least $2,000 in market value of Company common stock, as
co-proponents,  intend to  introduce  the  following  resolution  at the  Annual
Meeting:

"Report on Impacts of Genetically Engineered Food
ConAgra 2003

RESOLVED: Shareholders request that our Board review the Company's policies for
food products containing genetically engineered (GE) ingredients and report to
shareholders by March 2004. This report, developed at reasonable cost and
omitting proprietary information, will identify: risks, financial costs
(including opportunity costs) and benefits, and environmental impacts of
continued use of GE-ingredients in food products sold or manufactured by the
company.

We urge that this report:
     (1)  Identify the scope of the Company's  products that are derived from or
          contain GE ingredients;
     (2)  Outline a  contingency  plan for sourcing  non-GE  ingredients  should
          circumstances so require.

We believe that with this review, ConAgra addresses issues of financial, legal
and reputation risk, competitive advantage and brand name loyalty in the
marketplace.

Supporting Statement:

o    There is concern that  GE-wheat,  if approved,  could sink US wheat exports
     (3/11/03).

o    Crops  engineered  to produce  pharmaceuticals/industrial  chemicals  could
     pollute the food  system.  Fearing  that pollen from corn not  approved for
     human  consumption  may have spread to nearby fields of ordinary  corn, the
     U.S.  Department of Agriculture ordered 155 acres of Iowa corn uprooted and
     incinerated  (9/2002);   500,000  bushels  of  soybeans  in  Nebraska  were
     quarantined   due   to   contamination   by   small   amounts   of  a  test
     pharmaceutical/industrial crop (11/2002).

o    The National Food Processors Association has stated (11/2002): "There is an
     unacceptable  risk to the food supply  associated  with the use of food and
     feed  crops  as  `factories'  for  the  production  of  pharmaceuticals  or
     industrial   chemicals   without   mandatory   regulations   and  necessary
     verification in place."

o    The  Grocery  Manufacturers  of  America  has  called  on the Food and Drug
     Administration  (FDA) to implement stronger regulations for pharmaceuticals
     crops to ensure the safety and integrity of the U.S. food supply (2/2003).

o    FDA does not  assure  the  safety  of GE  products;  it is the  developer's
     responsibility to assure that the food is safe. According to the Center for
     Science in the Public Interest  (1/2003),  the FDA lacks both the authority
     and the information to adequately evaluate the safety of GE foods.

o    In December 2002,  StarLink corn, not approved for human  consumption,  was
     detected in a U.S. corn shipment to Japan. StarLink was first discovered to
     have contaminated U.S. corn supplies in September 2000, triggering a recall
     of 300 products.  For ConAgra that  included 1.45 million  pounds of baking
     ingredients. (12/2000)

o    Many of  Europe's  larger  food  retailers  [J.Sainsbury  (UK),  Carrefour,
     (France's largest  retailer),  Migros  (Switzerland,  the country's largest
     food  chain),  Delhaize  (Belgium),  Marks  and  Spencer  (UK),  Superquinn
     (Ireland) and Effelunga  (Italy)] have committed to removing GE ingredients
     from their store-brand products.

o    The National  Academy of Sciences  report  (8/2002)  Animal  Biotechnology:
     Science-Based  Concerns (p. 14) cautions that the current regulatory system
     is  inadequate  to  address   "potential   hazards,   particularly  in  the
     environmental  area."  Research  reported in Ecology  Letters  (March 2003)
     indicates that Bt crops could have  unanticipated  nutritionally  favorable
     effects on pests,  indicating a need for further ecological and biochemical
     studies."

Board Recommendation

     ConAgra  Foods'  highest  priority  is the  quality  and safety of our food
products.  We are committed to using only approved  ingredients  in our products
and all of our  products  comply  with  U.S.  national  food  laws and  labeling
regulations.

     ConAgra Foods believes that questions about  genetically  engineered  foods
should  be  entrusted  to the  government  agencies  that  have  the  knowledge,
expertise and authority  needed to resolve any issues  uniformly on the basis of
sound science, including the United States Food and Drug Administration ("FDA"),
the United  States  Department  of  Agriculture  ("USDA") and the  Environmental
Protection  Agency  ("EPA").  Under current law,  producers of all foods have an
obligation  to  ensure  the  foods  they  offer  are  safe.   The  FDA  has  the
responsibility and authority to evaluate each application of genetic engineering
on a case by case basis.  After their  evaluation,  ConAgra  Foods follows FDA's
published guidance when sourcing ingredients for its products.

     ConAgra  Foods does not believe  the report  requested  by the  shareholder
proposal can be accurately prepared, given the current practices of multi-vendor
sourcing prevalent in the United States food distribution system.  ConAgra Foods
produces  and markets  thousands  of products in hundreds of  different  product
categories,  and uses large volumes of numerous  ingredients derived from a wide
variety of crops, as well as meat,  poultry and dairy  ingredients.  It would be
difficult  and costly,  if not  impossible  in the  absence of federal  laws and
regulations,  for the  Company to require  its  numerous  suppliers  to identify
ingredients derived from modern biotechnology.  Further,  requiring the sourcing
of crops not  genetically  engineered is impractical  for the Company.  The food
supply chain in the United States, from the farmer forward,  has not established
a system to identify and segregate  genetically  engineered crops. While certain
companies  may be able to obtain  limited  quantities  of selective  ingredients
derived  exclusively  from  non-genetically  engineered  crops,  it would not be
possible for a company of ConAgra Foods' size and complexity to do so.

     Preparation  of the  report  would  impose  substantial  costs.  Due to the
expenditure  of  time  and  the  costs,   required  due  to  the  difficulty  of
differentiating   genetically   engineered  ingredients  from  their  unmodified
counterparts,  the  Company  does not  believe  the  report can be  prepared  at
reasonable cost. ConAgra Foods also believes the report must necessarily include
confidential  information  about  its  products,  and  the  publication  of  the
information would put the Company at a competitive disadvantage.

     ConAgra Foods  believes  that issues  relating to  biotechnology  should be
resolved  uniformly by the FDA,  USDA,  EPA and other  appropriate  governmental
regulatory  agencies.  These regulatory agencies can evaluate all aspects of the
issue  in a  balanced  and  fully  informed  manner,  and on the  basis of sound
science.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL






            ITEM 4: Stockholder Proposal - Stock Option Plan Changes

     The Company has been informed  that Donald D.  Hudgens,  16711 Pine Street,
Omaha,  NE, 68130, and William J. Scherle,  50488 370th Street,  Henderson , IA,
51541,  each of whom  report  ownership  of at least  $2,000 in market  value of
ConAgra Foods common stock, intend to introduce the following  resolution at the
Annual Meeting:

     "Inasmuch  as  stockholders  invest  in  public  corporations  anticipating
financial  rewards through payment of dividends  and/or increase in stock price,
it is reasonable that  management  exert every legal effort to enhance value and
receive  compensation  through  stock options and bonuses in such a manner as to
provide  stockholders  and the public with assurances that programs are fair and
equitable to the interests of both.

With that in mind, the following recommendations are submitted for a vote by all
shareholders requesting the Board of Directors modify current and all future
stock option plans for all senior executives and corporate directors as follows:

     o    The exercise  price of ConAgra  Foods stock  options,  under any stock
          option plan,  must exceed the rate of growth of the S&P Packaged Foods
          Index by one  percent  from the date they are granted to the date they
          vest or they will not vest.

     o    Vesting of any stock  options  cannot  occur any sooner  than one year
          after  granting  under any plan.  Exercisability  of options cannot be
          accelerated under any circumstance.

     o    The right to  exercise  options  under any plan will  expire six years
          from the original grant date.

     o    Employees must remain in the employment of ConAgra Foods and directors
          must  continue  in that  capacity  until  options  vest or until  that
          employee or director  reach  mandatory  retirement age or they will be
          lost to that employee or director.

     o    Any  shares  which do not vest  will  not be  returned  to the pool of
          shares to be granted at some later date.


Proponent's Statement of Support

Because our company is extremely generous in granting stock options to senior
executives and corporate directors, we believe their performance must be
measured against an external standard. This would couple rewarding of those
employees with individual investors.

We believe individuals purchasing ConAgra Foods stock on the same date options
are granted can rightfully expect it to grow at a rate exceeding its peer group.
If it does not exceed that growth rate, those who have options given them should
not profit from a lesser gain.

We believe vesting of options after one year and exercising within six years is
sufficient time to prove the value of the grant. Additionally, we believe one
opportunity for options on any given shares is enough.

We believe these modifications would provide incentive for our company's
management team to be the best company in their peer group and our Directors to
better discharge their fiduciary responsibility to the shareholders.

We have no intention for the leadership of our company to become fixated on the
market price of ConAgra Foods, Inc. stock. We believe exceptional leadership and
honesty in directing the course of our company affairs will be recognized by the
market and will lead to that end.

Please vote FOR this proposal."


Board Recommendation

     The Board of Directors  believes the proposal is flawed in two respects and
should be rejected:

     o    The proposal would damage the Company's  ability to recruit and retain
          employees.  The Company  competes for talent with a number of consumer
          goods and other companies.  For example,  over the last several years,
          the Company has hired key  employees  who have worked for a variety of
          companies,  including  Kraft,  Campbell Soup,  Heinz,  Kimberly-Clark,
          PepsiCo,  Procter & Gamble,  and Sara Lee, none of which operate under
          the provisions  contained in the proposal.  ConAgra Foods believes the
          adoption of the  proposal  would  significantly  impair its ability to
          attract such key employees.


     o    The Company  believes the proposal would require it to breach existing
          contracts.  The proposal seeks to modify current option plans which do
          not contain the proposal's terms.

     The Company's current plans give the independent Human Resources  Committee
the  flexibility  to  structure  competitive  options.  Much has been written in
recent  years about stock  option  abuses at some public  companies.  The abuses
include the exercise and sale of option stock by senior executives, the granting
of options at below market prices, the repricing of underwater options,  and the
granting of excessive numbers of options.

     Those abuses do not exist at ConAgra  Foods.  We prohibit our directors and
executive officers from selling ConAgra Foods stock,  whether acquired on option
exercise  or  otherwise,  at any time until six  months  have  passed  since the
termination of his or her directorship or position with the Company. The Company
grants  stock  options to  employees  with an  exercise  price equal to the fair
market  value of the common  stock on the date of grant.  The  Company  does not
grant "discount options" and has never repriced options. Generally option grants
vest in installments  over time and the employee must be employed by the Company
at the time of the  vesting  to  exercise  the  options.  The  number of options
utilized annually by the independent  Human Resources  Committee of the Board is
below our  industry's  averages.  The Board  believes  these  provisions  are an
appropriate method of providing equity incentive compensation.

     The Board also  believes it is  inappropriate  to tie an option  program to
some formula  related to an external stock index, as any single index is not the
best  measure  of the  Company's  performance  and  may be  affected  by  timing
differences.  Such a formula,  depending on  circumstances,  might compensate or
penalize  employees  based on factors over which they have no control.  Using an
index  as  proposed  and  measuring  performance  as of a  single  vesting  date
emphasizes short-term results over long-term performance.

     The proposal also requests  changes to the Company's  current  option plans
and  therefore  appears to apply to  outstanding  stock  options.  ConAgra Foods
cannot,  and should not, try to unilaterally  change the terms of existing stock
option  contracts  with key  employees.  To the extent the proposal  purports to
apply to outstanding stock options,  it is unlikely the Company would legally be
able to implement the proposal.

     The Board and its Human  Resources  Committee,  which is  composed  of four
non-employee  independent  directors,  believe that the Company's  current stock
plans align  employees'  interests with the long-term  interest of the Company's
stockholders.  The  implementation  of this  proposal  would create  competitive
disadvantages  for ConAgra Foods and therefore the Board recommends the proposal
be rejected.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL

             ITEM 5: Stockholder Proposal - Stockholder Rights Plan

     The Company  has been  informed  that Chris  Rossi,  custodian  for Vanessa
Rossi,  P.O. Box 249,  Boonville,  CA, 95415, who reports  ownership of at least
$2,000 in market  value of  ConAgra  common  stock,  intends  to  introduce  the
following resolution at the Annual Meeting:

"Shareholder Vote on Poison Pill
This topic won an average 60%-yes vote at 50 companies in 2002

This is to recommend that the Board of Directors redeem any poison pill
previously issued (if applicable) and not adopt or extend any poison pill unless
such adoption or extension has been submitted to a shareholder vote.

         Harvard Report
A 2001 Harvard Business School study found that good corporate governance (which
took in to account whether a company has a poison pill) was positively and
significantly related to company value. This study, conducted with the
University of Pennsylvania's Wharton School, reviewed the relationship between
the corporate governance index for 1,500 companies and company performance from
1990 to 1999.

Some believe that a company with good governance will perform better over time,
leading to a higher stock price. Others see good governance as a means of
reducing risk, as they believe it decreases the likelihood of bad things
happening to a company.

Since the 1980s Fidelity, a mutual fund giant with $800 billion invested, has
withheld votes for directors at companies that have approved poison pills, Wall
Street Journal, June 12, 2002.

         Council of Institutional Investors Recommendation
The Council of Institutional Investors www.cii.org, an organization of 120
pension funds which invests $1.5 trillion, called for shareholder approval of
poison pills. In recent years, various companies have been willing to redeem
existing poison pills or seek shareholder approval for their poison pill. This
includes Columbia/HCA, McDermott International and Bausch & Lomb. I believe that
our company should follow suit and allow shareholder participation."


Board Recommendation

     The Board believes the action requested in this proposal is unnecessary and
ill-advised. The Board believes that the Company's stockholder rights plan is in
the best interests of the  stockholders  and the Board  recommends that you vote
against this proposal.

     ConAgra Foods is one of more than 2,000 public  companies,  including  more
than  half of the S&P 500  companies,  that  has a  rights  plan in  place.  Our
stockholder  rights plan (the "Rights Plan") was adopted by the Board as a means
of  preserving  and  maximizing  value  for  the  Company's   stockholders,   by
encouraging  potential  acquirers to negotiate  directly with the Board and thus
strengthening  the Board's  bargaining  position.  Our Rights Plan  provides the
Board  adequate  flexibility  to  negotiate  the  highest  possible  bid  from a
potential acquirer.  The Rights Plan enables the Board to evaluate any potential
offer and to develop potential alternatives to maximize stockholder value.

     A  substantial  majority of the ConAgra  Foods  board is  independent.  The
Rights Plan allows the independent  board to evaluate any potential  acquisition
proposal and make decisions with respect to a potential redemption of the Rights
Plan.  The  Delaware  Supreme  Court,  which has  upheld the legal  validity  of
stockholder  rights plans, has made it clear that a board must act in accordance
with its  fiduciary  duties in  connection  with rights  plans.  The Rights Plan
neither prevents  unsolicited  proposals from being made, nor prevents a company
from being acquired at a price that is fair and adequate. In fact, in a study of
takeover  data from  1992  through  1996,  Georgeson  &  Company,  a  nationally
recognized proxy  solicitation and investor  relations firm, found that presence
of a rights plan neither  increased the  likelihood of defeat of an  unsolicited
takeover  proposals nor reduced the likelihood of a company  becoming a takeover
target.  The same study found that the premiums paid to acquire  companies  with
rights plans averaged eight percentage points higher than premiums for companies
without such rights plans.

     The proposal implies that good corporate  governance and stockholder rights
plans are mutually exclusive. That is simply not true. Good corporate governance
consists  of a  board  of  directors  observing  its  fiduciary  duties  owed to
stockholders and promoting stockholder value. ConAgra Foods is committed to good
corporate  governance  and the Company's  detailed  governance  initiatives  are
spelled out in the section "Corporate  Governance" in this proxy statement.  The
Board recommends that you vote against the proposal because it believes that the
Rights Plan is an important tool the Board should have for the  preservation and
maximization  of  ConAgra  Foods'   long-term   value.   ConAgra  Foods  has  an
independent,  highly experienced Board of Directors.  As such, the Board is well
qualified to act in the best interests of the Company's stockholders.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL

                        FISCAL 2004 STOCKHOLDER PROPOSALS

     Proposals  of  stockholders  intended  to be  presented  in the 2004 Annual
Meeting proxy  statement must be received by the Company no later than April 20,
2004.

     The Company's Bylaws set forth certain  procedures which  stockholders must
follow in order to  nominate a  director  or present  any other  business  at an
Annual Stockholders'  Meeting.  Generally, a stockholder must give timely notice
to the Secretary of the Company.  To be timely,  such notice for the 2004 annual
meeting  must be  received  by the  Company  at One  ConAgra  Drive,  Omaha,  NE
68102-5001,  not  less  than 90 nor  more  than  120  days  prior  to the  first
anniversary of the 2003 annual meeting.  However, if the date of the 2004 annual
meeting  is  advanced  by more than 30 days or delayed by more than 60 days from
such  anniversary  date,  such  notice must be received by the Company not later
than the 90th day prior to such  meeting day or the tenth day  following  public
announcement of such meeting date.

     The  Bylaws  specify  the   information   which  must  accompany  any  such
stockholder  notice. Any stockholder may obtain details on the provisions of the
Bylaws from the Corporate Secretary of the Company.



                            CERTAIN LEGAL PROCEEDINGS

     We are  currently a party to a class  action  lawsuit  and two  stockholder
derivative  lawsuits.  Our Annual Report on Form 10-K for the year ended May 25,
2003 provides more information with respect to these legal proceedings.

     The  purported  class  action  lawsuit,  filed on August 10, 2001 in United
States District Court for Nebraska,  Case No. 810CV427,  against the Company and
certain of its executive officers,  alleged violations of the federal securities
laws in  connection  with  the  events  resulting  in the  Company's  June  2001
restatement of its financial  statements.  On July 23, 2002 the federal district
court  granted  the  defendants'  motion to  dismiss  the  lawsuit  and  entered
judgement in favor of the Company and the executive officers.  On June 30, 2003,
the Eighth  Circuit  Court of Appeals  reversed the  dismissal  and remanded the
action for further  proceedings in the district court.  The Company believes the
lawsuit is without merit and plans to vigorously defend the action.

     Derivative actions were filed by three shareholder plaintiffs,  purportedly
on behalf of the Company, on September 26, 2001 in the Court of Chancery for the
State of Delaware in New Castle County, Case No. 19130NC, and on October 9, 2001
in the United  States  District  Court for the  District of  Nebraska,  Case No.
401CV3255.  The complaints allege that the defendants,  directors of the Company
during the relevant times,  breached  fiduciary duties in connection with events
resulting in the Company's June 2001  restatement  of its financial  statements.
The action  seeks,  inter  alia,  recovery to the  Company,  which is named as a
nominal defendant in the action,  of damages allegedly  sustained by the Company
and a direction to the defendants to establish  programs to prevent wrongful and
illegal  practices.  The  directors  named as defendants in the action intend to
vigorously defend the allegations and believe the action is without merit.


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the  Securities  Exchange Act of 1934  requires  executive
officers and  directors to file reports of changes in ownership of ConAgra Foods
common stock with the Securities and Exchange Commission. Executive officers and
directors are required by SEC  regulations to furnish the Company with copies of
all Section 16(a) forms so filed. Based solely on a review of the copies of such
forms  furnished to the Company and written  representation  from the  Company's
executive  officers  and  directors,  ConAgra  Foods  believes  that all persons
subject to these reporting  requirements  filed the required reports on a timely
basis during fiscal 2003, except that an option to purchase common stock held by
Scott Messel, an executive  officer,  was not reported on a timely basis but was
subsequently reported.


                                  OTHER MATTERS

     Neither the Board of Directors nor  management  intends to bring any matter
for  action at the  Annual  Meeting of  Stockholders  other  than those  matters
described  above.  If any other matter or any proposal  should be presented  and
should  properly  come before the meeting for action,  the persons  named in the
accompanying  proxy  will vote  upon  such  matter  and upon  such  proposal  in
accordance with their best judgment.



                           This is Your ConAgra Foods
                                   PROXY CARD
                      Please vote and sign on reverse side
           This proxy is solicited by your Board of Directors for the
                 September 25, 2003 Annual Stockholders Meeting

     The  undersigned  stockholder  appoints  each of B. Rohde and C.  Reichardt
attorney  and  proxy,  with  full  power  of  substitution,  on  behalf  of  the
undersigned  and with all powers the  undersigned  would  possess if  personally
present,  to vote all shares of Common Stock of ConAgra  Foods,  Inc.,  that the
undersigned  would be  entitled  to vote at the  above  Annual  Meeting  and any
adjournment thereof.

     THE SHARES  REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR
SPECIFIC  INSTRUCTIONS  AS INDICATED  ON THE REVERSE SIDE OF THIS PROXY.  IF NOT
OTHERWISE  SPECIFIED,  THIS  PROXY  WILL BE VOTED FOR ITEMS 1 AND 2 AND  AGAINST
ITEMS 3, 4 AND 5.

     Voting by mail. If you wish to vote by mailing this proxy, please sign your
name  exactly as it  appears  on this proxy and mark,  date and return it in the
enclosed envelope. When signing as attorney, executor,  administrator,  trustee,
guardian or officer of a corporation, please give your full title as such.

                  (This proxy is continued on the reverse side)







          There are three ways to vote your Proxy.

          Your telephone or Internet vote authorizes the named proxies to vote
          your shares in the same manner as if you marked, signed and returned
          your proxy card. Telephone and Internet voting are available until
          11:59 p.m. (ET) on September 24, 2003.

          VOTE BY PHONE:  1-800-690-6903
          1. Read the accompanying Proxy Statement and this proxy card.
          2. Call toll free 1-800-690-6903.
          3. Enter your 12-digit Control Number, shown below.
          4. Follow the simple recorded instructions.

          VOTE BY INTERNET:  WWW.PROXYVOTE.COM
          1. Read the accompanying Proxy Statement and this proxy card.
          2. Go to website www.proxyvote.com.
          3. Enter your 12-digit Control Number, shown below.
          4. Follow the simple instructions.

          VOTE BY MAIL
          1. Read the accompanying Proxy Statement and this proxy card.
          2. Mark, sign and date your proxy card.
          3. Return it in the enclosed postage-paid envelope.

          If you vote by Phone or Internet, please do not mail your Proxy Card.





The Board of Directors recommends a vote FOR Items 1 and 2.

Please mark your votes as indicated in this example   [X]


Item 1. Elect Directors - Nominees:  David H. Batchelder, Robert A. Krane,
         Mark H. Rauenhorst, Bruce Rohde

       For        Withhold      For All    To withhold authority to vote, mark
       All           All        Except     "For All Except" and write nominee's
       [  ]         [  ]         [  ]      name on the line below.

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


Item 2. Ratify the appointment of Independent Auditors

       For         Against       Abstain
       [  ]         [  ]          [  ]



The Board of Directors recommends a vote AGAINST Items 3, 4 and 5.


Item 3.  Stockholder Proposal - Genetically Engineered Food

       For         Against      Abstain
       [  ]         [  ]         [  ]



Item 4.  Stockholder Proposal - Stock Option Plan Changes

       For         Against    Abstain
       [  ]         [  ]       [  ]



Item 5.  Stockholder Proposal - Stockholder Rights Plan

       For         Against    Abstain
       [  ]         [  ]       [  ]

This proxy will be voted as directed, or if no direction is indicated, will be
voted as recommended by the Board of Directors.  This proxy is solicited on
behalf of the Board of Directors.


                                     ------------------------------------
                                     Signature

                                     -----------------------------------
                                     Signature (Joint Owners)

                                     -----------------------------------
                                     Date


NOTE:  Please sign as name appears here.  Joint owners should each sign.  When
signing as attorney, executor, administrator, trustee or guardian, give full
title.