WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 March 23, 2005
                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 March 24, 2005 with preliminary earnings information on
the company's third quarter ended February 27, 2005. The press release and
related Q&A are furnished with this Form 8-K as exhibits 99.1 and 99.2,

Item 4.02.  Non-Reliance on Previously Issued Financial  Statements or a Related
Audit Report or Completed Interim Review

         (a) During the third quarter of fiscal 2005, the company discovered
errors in previously reported amounts related to tax matters for fiscal 2004 and

          On March 23, 2005, the Board of Directors of ConAgra Foods, upon the
recommendation of the company's Audit Committee and management, determined that
ConAgra Foods' previously issued financial statements contained in the Form 10-K
for the fiscal year ended May 30, 2004 and the Form 10-Q's for the quarters
ended August 29, 2004 and November 28, 2004 should be restated to correct
certain errors contained therein. Accordingly, such financial statements and the
related Reports of Independent Registered Public Accounting Firm included in the
Form 10-K for the fiscal year ended May 30, 2004 should no longer be relied upon
until such financial statements have been restated. The Audit Committee has
discussed these matters with the company's independent registered public
accounting firm, Deloitte & Touche LLP.

         The restatement is not expected to impact previously reported revenue
or income from continuing operations before income taxes, but it is expected to
increase tax expense, and therefore reduce after tax profits, principally in
fiscal 2003 and 2004. Based on information as of this date, the company's
preliminary estimate of the increased tax expense is in the range of $150
million to $200 million for the relevant periods. There will also be
corresponding cash payments for taxes in connection with the errors. The
restated financial statements will be filed as soon as possible.


         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 24, 2005                  By:      /s/ Frank S. Sklarsky 
                                          Name:   Frank S. Sklarsky
                                          Title:  Executive Vice President,
                                                   Chief Financial Officer

                                  EXHIBIT INDEX

Exhibit                    Description
Page No.

99.1     Press release dated March 24, 2005..............................

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