Washington, DC 20549

                                    FORM 8-K

                             CURRENT REPORT Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                               September 22, 2004
                Date of report (Date of earliest event reported)

                               ConAgra Foods, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                 (State or Other Jurisdiction of Incorporation)

       1-7275                                             47-0248710
(Commission File Number)                       (IRS Employer Identification No.)

         One ConAgra Drive
             Omaha, NE                                     68102
(Address of Principal Executive Offices)                 (Zip Code)

                                 (402) 595-4000
                         (Registrant's Telephone Number,
                              Including Area Code)

          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  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  September  22,  2004 with  earnings  information  on the
company's first quarter ended August 29, 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:  September 22, 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 September 22, 2004......................

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