Washington, DC 20549

                                    FORM 8-K

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

                                December 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

|_|  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  December  22,  2004  with  earnings  information  on the
company's  second quarter ended November 28, 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:  December 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 December 22, 2004.......................

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