Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                                December 4, 2003
                Date of Report (Date of earliest event reported)

                               ConAgra Foods, Inc.
             (Exact name of registrant as specified in its charter)

  Delaware                          1-7275                  47-0248710
(State or other                   (Commission             (IRS Employer
jurisdiction of                    File Number)            Identification No.)

One ConAgra Drive, Omaha, Nebraska                          68102-5001
(Address of principal executive offices)                    (Zip Code)

               Registrant's telephone number, including area code
                                 (402) 595-4000

Item 5.  Other Events.

     On December 4, 2003,  ConAgra Foods, Inc. issued a press release announcing
a stock  repurchase  program for up to $1 billion of the company's common stock.
The press  release is  attached  as exhibit  99.1 and a related  Q&A,  posted on
ConAgra Foods'  website,  is attached as exhibit 99.2. The press release and Q&A
are incorporated by reference.

Item 7(c).  Exhibits.

99.1     Press release dated December 4, 2003

99.2     Questions and Answers


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                   CONAGRA FOODS, INC.

Date:  December 4, 2003            By:  /s/ J.P. O'Donnell
                                        Name:    J.P. O'Donnell
                                        Title:   Executive Vice President,
                                                  Chief Financial Officer and
                                                  Corporate Secretary

                                  EXHIBIT INDEX

Exhibit            Description

99.1     Press release dated December 4, 2003............................

99.2     Questions and Answers...........................................