SecProbe.io

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February 7, 2005

Via facsimile and U.S. Mail

Dwight J. Goslee
Executive Vice President, Strategic Development
Conagra Foods, Inc.
One Conagra Drive
Omaha, Nebraska 68102-5001

Re:	Conagra Foods, Inc.
	Form 10-K for the year ended May 30, 2004
	Form 10-Q for the quarterly period ended November 28, 2004
 	File number 1-7275

Dear Mr. Goslee:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the fiscal year ended May 30, 2004

Management`s Discussion & Analysis, Page 54

1. Please expand MD&A, including Critical Accounting Policies, to
clearly provide the following information with respect to your
pension plans:

(a)        The significant assumptions and estimates used to
account
for pension plans and how those assumptions are determined; for
example, the method (arithmetic/simple averaging or
geometric/compound averaging) and source of return data used to
determine the expected return assumption and the assumptions,
estimates and data sources used to determined the discount rate;

(b) 	The effect the pension plans had on results of operations,
cash
flow and liquidity, including the total amount of expected pension
returns included in earnings and the amount of cash outflows used
to
fund the pension plan;

(c)	Any expected change in pension trends, including known
changes
in the expected return assumption and discount rate to be used
during
the next year and the reasonably likely impact of the known change
in
assumption on future results of operation and cash flows;

(d)	The amount of current unrecognized losses on pension assets
and
the estimated effect of those losses on future pension expense;
and

(e)       A sensitivity analysis that expresses the potential
change
in expected pension returns that would result from hypothetical
changes to pension assumptions and estimates.

		Liquidity and Capital Resources, Page 62

2. Expand your discussion of the cash generated from operating
activities to provide explanations of the underlying reasons for
the
changes in your working capital accounts.  Within your revised
discussion you should consider addressing whether the material
line
item changes are indicative of a trend or are non-recurring in
nature. Please refer to FRC Section 501.13 for additional
guidance.

Critical Accounting Estimates, Page 65

3. The disclosures of your critical accounting policies appear to
be
more descriptive of the accounting policies utilized, rather than
any
specific uncertainties underlying your estimates. These critical
accounting policies appear to have critical judgment and
estimation
attributes, but the disclosures you provide do not sufficiently
address these attributes.

Please revise your disclosures to address the material
implications
of the uncertainties that are associated with the methods,
assumptions and estimates underlying your critical accounting
estimates.  Specifically, you should provide the following:

(a) An analysis of the uncertainties involved in applying the
principle and the variability that is reasonably likely to result
from its application.

(b) An analysis of how you arrived at the measure and how accurate
the estimate or underlying assumptions have been in the past.

(c) An analysis of your specific sensitivity to change based on
outcomes that are reasonably likely to occur and have a material
effect.

		Please refer to FRC Section 501.14 for further guidance.

Notes to Consolidated Financial Statements, Page 73

		Goodwill and Other Identifiable Intangible Assets, Page
81

4. Please provide detail of the items included in your non-
amortizable intangible asset account balance.  Provide a detailed
analysis to support your position that these intangible assets
have
an indefinite useful life.  Also, please explain to us in detail
how
you evaluate them for impairment under FASB Statement No.142.

		Pre-Tax Income and Income Taxes, Page 85

5. We note during fiscal year 2004 you reduced the valuation
allowance associated with the capital loss carryforwards (from
fresh
beef and pork divestiture) when you determined sufficient capital
gains would be generated from the termination of interest rate
swap
agreements and the disposition of UAP North America which enabled
you
to realize the benefit of the deferred tax asset.  Supplementally
tell us why you did not consider such factors in your realization
test in fiscal year 2003, and why you believe the adjustment to
the
valuation allowance in fiscal year 2004 should be considered a
change
in accounting estimate.

Form 10-Q for the quarterly period ended November 28, 2004

Note 2. Discontinued Operations and Divestitures, Page 9

	Fresh Beef and Pork Divestitures, Page 10

6. Please supplementally provide further detail on the
transactions
related to fresh beef and pork divestitures entered into during
fiscal year 2005. In your response, please include the following:

(a) Details on the agreement reached with affiliates of Swift
Foods
by which the company took control and ownership of approximately
$300
million of the net assets of the cattle feeding business,
including
feedlots and live cattle.

(b) How you accounted for the acquisition and sale of cattle
feeding
business, including feedlots and live cattle and the accounting
guidance applied.

(c) 	Status of note receivable (maturing in September 2004) issued
in
connection with the sale of cattle feeding business.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

	You may contact Yong Choi, Staff Accountant at (202) 824-5682
or
Jenifer Gallagher, Senior Staff Accountant at (202) 942-1923 if
you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 942-1870 with any
other
questions.

Sincerely,

H. Roger Schwall
Assistant Director

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Conagra Foods, Inc.
February 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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