Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                                  July 1, 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 July 1, 2004 with earnings information on the company's
fourth quarter and fiscal year ended May 30, 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:  July 1, 2004                   By:  /s/ Owen C. Johnson
                                         Name:    Owen C. Johnson
                                         Title:   Executive Vice President,
                                                  Organization & Administration
                                                  and Corporate Secretary

                                  EXHIBIT INDEX

Exhibit                    Description                            Page No.

99.1     Press release dated July 1, 2004............................

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