UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


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


                                  July 8, 2005
                Date of report (Date of earliest event reported)

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

                                    Delaware
                 (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 1.01.  Entry into a Material Definitive Agreement.

         Exhibit 10.1 is attached hereto and incorporated herein by reference
and includes information on compensation of directors and named executive
officers of ConAgra Foods.

Item 9.01.  Financial Statements and Exhibits

         Exhibit 10.1  Summary of Director and Executive Compensation







                                   SIGNATURES


         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 14, 2005        By:     /s/ Frank Sklarsky 
                              ------------------------------------
                              Name: Frank Sklarsky
                              Title:Executive Vice President,
                                     and Chief Financial Officer






                                  EXHIBIT INDEX


Exhibit                    Description                                Page No.


10.1     Summary of Director and Executive Compensation ...............