SecProbe.io

September 27, 2010

 VIA U.S. MAIL AND FACSIMILE

 Gary M. Rodkin President and Chief Executive Officer ConAgra Foods, Inc. One ConAgra Drive Omaha, Nebraska 68102-5001
Re: ConAgra Foods, Inc.
Form 10-K for Fiscal Year Ended May 30, 2010 Filed July 22, 2010 Definitive Proxy Statement on Schedule 14A Filed August 9, 2010
  File No. 1-07275

Dear Mr. Rodkin:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for Fiscal Year Ended May 30, 2010

 Exhibits and Financial Statement Schedules, page 87

 1. Please provide the basis for not filing any customer contracts in respect of Wal-Mart Stores, Inc.  In that regard, we note your disc losure at page 6 that Wal-Mart Stores, Inc.
and its affiliates accounted for approximat ely 18%, 17%, and 15% of your consolidated

Gary M. Rodkin
ConAgra Foods, Inc.
September 27, 2010 Page 2
net sales for fiscal 2010, 2009, and 2008, respecti vely.  See Item 601(b)(10)(ii)(B) of
Regulation S-K.

Exhibits 31.1 and 31.2

2. We note the use of the word “presentation” in stead of “preparation” in paragraph 4(b).
Please tell us whether such replacement was a typographical error.  In future filings,
please file certifications that match exactly  the form set forth in Item 601(b)(31) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed August 9, 2010

 Corporate Governance, page 5

 Board Committees, page 8

 3. We note your disclosure under “Related-Party Transactions” on page 33 of your annual report for the fiscal year ended May 30, 2010 regarding related party transactions
involving one of your directors.    Please pr ovide all of the information required by Item
404 of Regulation S-K, includi ng, without limitation, the name of the related person, the
approximate dollar value of the amount of the related person’s interest in the transaction
and any other information regarding the transact ion or the related pers on in the context of
the transaction that is material to investors in  light of the circumstan ces of the particular
transaction.
 Executive Compensation, page 19

 4. We note your disclosure at page 24 regard ing the factors that your Human Resources
Committee considered for fiscal 2010 when  awarding incentive opportunities under the
Management Incentive Plan and performan ce share plan for your named executive
officers, and in determining option grant sizes .  If material, please disclose for each
named executive officer the committee’s determ ination for 2010 with respect to each of
these factors when determining the range  of payout options under your Management
Incentive Plan, the number of options gran ted and the number of performance shares
granted.
5. We note your disclosure at page 27 rega rding your Human Resources Committee’s
assessment of individual performance in c onnection with determining the Management
Incentive Plan payouts.  If material, pleas e disclose the committee’s assessment with
respect to the individual performa nce of each named executive officer.

Gary M. Rodkin
ConAgra Foods, Inc. September 27, 2010 Page 3  Closing Comments

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Please contact Sirimal R. Mukerjee at (202) 551-3340, or in his absence, Laura Nicholson
at (202) 551-3584 or me at (202) 551-3745 with any questions.
Sincerely,

H. Roger Schwall
Assistant Director