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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        May 22, 2007

Mr. André Hawaux
Chief Financial Officer
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102

 Re: ConAgra Foods, Inc.
  Form 10-K for Fiscal Year Ended May 28, 2006
Filed July 28, 2006
  Form 10-Q for Fiscal Quarter Ended February 25, 2007
Filed April 5, 2007
  File No. 1-7275

Dear Mr. Hawaux:

We have reviewed your filings and have the following comments.  We have
limited our review of your filings to those issues we have addressed in our 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 information so we may better understand your disclosure.  After reviewing this information, we may 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.

Mr. André Hawaux
ConAgra Foods, Inc.
May 22, 2007 Page 2

Form 10-K for the Fiscal Year Ended May 28, 2006

Controls and Procedures, page 90

1. We note your statement that “Except for the changes related to the remediated material weakness described above, there has been no change during the Company’s fiscal quarter ended May 28, 2006 in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.”  Please revise your disclosure to state clearly, if correct, that there were changes in
your internal control over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to materially affect, your internal control over financial reporting.

Form 10-Q for the Fiscal Quarter Ended February 25, 2007

Controls and Procedures, page 57

2. You state that there were no “significant changes” in your internal control over financial reporting.  Please note that Item  308(c) of Regulation S-K requires that
you disclose
any change in your internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that has “materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.”  See also paragraph 4(d) of your Exhibits 31.1 and 31.2.  Please review your disclosure and revise as appropriate.

Closing Comments

 As appropriate, please amend your filings 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 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 to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its

Mr. André Hawaux
ConAgra Foods, Inc.
May 22, 2007 Page 3

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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Jennifer Goeken at (202) 551-3721 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f