Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                                 March 25, 2004
                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 12.  Results of Operations and Financial Condition

     ConAgra Foods, Inc. issued a press release and posted a Q&A document on the
company's  website on March 25, 2004 with earnings  information on the company's
third  quarter  ended  February 22, 2004.  The press release and related Q&A are
furnished with this Form 8-K as exhibits 99.1 and 99.2, respectively.

     The  foregoing  information,  including  exhibits 99.1 and 99.2 attached to
this Form 8-K,  shall not be deemed  "filed"  for  purposes of Section 18 of the
Securities  Exchange  Act of 1934 or otherwise  subject to liability  under that
section,  nor shall it be deemed  incorporated  by reference in any filing under
the  Securities Act of 1933 or the  Securities  Exchange Act of 1934,  except as
expressly set forth by specific reference in such filing.


     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:  March 25, 2004                   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                                             Page No.

99.1     Press release dated March 25, 2004.............................

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