SecProbe.io

November 2, 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 Response Letter Dated October 6, 2011 File No. 001-07275

Dear Mr. Gehring:
 We have reviewed your response letter  and have the following comment.
 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 comment applies 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 this comment, we may have additional comments.

Form 10-K for Fiscal Year Ended May 29, 2011

 Financial Statements and Supplementary Data, page 36

 Note 22.  Business Segments and Related Information, page 79

 1. We have reviewed your response to prior commen t five.  Please further clarify for us why
you do not believe the nine business units re present operating segments, as defined in
FASB ASC 280-10-50-1.  Your response should address, but not necessarily be limited
to, the following:

 Explain to us in further detail how you considered the focus of the Monthly
Business Reviews in your determinati on of operating segments and segment
managers.  The content of your reports and forecast spreadsheets appear to be an
indication that your CODM assesses pe rformance on a business unit basis and
that, likewise, “operating activities, financ ial results, forecasts, [and] plans” are

John F. Gehring ConAgra Foods, Inc. November 2, 2011 Page 2

 discussed on a business unit basis, with  the Consumer Foods and Commercial
Foods presidents as segment managers for multiple operating segments as contemplated by FASB ASC 280-10-50-8.

 Explain to us in further detail how you c onsidered the “final approval” of budgets
by the CODM in your determination of operating segments.  Your response
appears to indicate that the budgets provi ded to the CODM for final approval
include information at the business unit leve l.  This final approval appears to be a
resource allocation decision and an indicat ion that the busine ss units are operating
segments.

 Provide us your most recent three-year st rategic plans, as referred to in your
response.

 Tell us, and provide us examples of, the operating results information provided to
your Board of Directors.

 Describe for us the circumstances when business unit presidents attend your
Monthly Business Reviews, as i ndicated in your response.
 Provide us, alternative to the above, an a ggregation and reportable segment analysis
under FASB ASC 280-10-50-10 through 50-19 if you determine that your business units
are operating segments.

You may contact Jennifer O’Br ien at (202) 551-3721 or Mich ael Fay at (202) 551-3812 if
you have questions on the comment and related ma tters.  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