SecProbe.io

September 15, 2011
 Via Facsimile

John F. Gehring Chief Financial Officer ConAgra Foods, Inc. One ConAgra Drive Omaha, Nebraska 68102
Re: ConAgra Foods, Inc.
 Form 10-K For Fiscal Year Ended May 29, 2011
Filed July 19, 2011 File No. 001-07275

Dear Mr. Gehring:
 We have reviewed your filing 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 ten business days by amending your filing, 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 filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended May 29, 2011

 Financial Statements and Supplementary Data, page 36

 Note 1.  Summary of Significan t Accounting Policies, page 41

 Property, Plant and Equipment, page 41

 1. We note that you sell products under a number of  different brands a nd that you own most
of the related manufacturing f acilities.  Please clarify fo r us how these brands and
facilities relate to your lowest level of iden tifiable cash flows that is used to recognize
and measure impairment, as provided by FASB ASC 360-10-35-23.
 2. In addition, please clarify for us how you consid er declines in revenue as a factor for
when you test the recoverability of these manufacturing facilities under FASB ASC 360-

John F. Gehring ConAgra Foods, Inc. September 15, 2011 Page 2

 10-35-21.  As part of your response, address, for example, how you viewed the long-lived
assets related to Egg Beaters and Orville Redenbacher’s whic h have posted sales declines
for eight and five consecutive quarters, and Blue Bonnet which poste d a sales decline of
19% in fiscal 2010.
Note 2.  Discontinued Operations and Divestitures, page 44

3. Please provide us an estimate of the total amount you will purchase from the Gilroy
Foods & Flavors divested business over the fi ve year agreement period.  In addition, tell
us how the purchase prices contained in the agreements compare to purchase prices that could have been obtained by you from other thir d parties at the time the agreements were
signed.
 Note 7.  Variable Interest Entities, page 51

4. Please provide us an estimate of the pur chase price under the Lamb Weston BSW put
option and tell us how you considered disclosi ng this amount here and in the obligations
and commitments section of your filing.
 Note 22.  Business Segments and Related Information, page 79

5. We note that you report your operations in the Consumer Foods and Commercial Foods
reporting segments, and that these segments in clude a number of different categories of
products.  To help us gain a better unders tanding of how the di fferent categories of
products relate to your segment presen tation under FASB ASC 280-10, please:

 Clarify for us and in your filing whether ope rating segments have been aggregated, and,
if applicable, provide us your analysis of the economic characteristics of the aggregated
operating segments used to support aggregation;

 Identify for us the positions that are your  chief operating decision maker and segment
managers, and describe for us the factors you considered in reaching your conclusion;

 Describe for us your process for prepari ng your operating and capital expenditure
budgets, including the preparati on and approval steps, the pa rticipation by your chief
operating decision maker and segment managers , and the financial information utilized;

 Describe for us the process utilized by the chief operating decision maker to assess
performance of your operating segments, and pr ovide us a copy of the financial reports
and any presentations related to the assessm ent of the fourth quarter operating results;
and
 Describe for us the significant resource al location decisions made during fiscal 2011 by
your chief operating decision maker.

John F. Gehring ConAgra Foods, Inc. September 15, 2011 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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d 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.

You may contact Jennifer O’Br ien at (202) 551-3721 or Mich ael Fay at (202) 551-3812 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact me at (202) 551-3489 with any other questions.
         S i n c e r e l y ,

        / s /  B r a d  S k i n n e r           B r a d  S k i n n e r          Senior Assistant Chief Accountant