SEC Comment Letter for CONAGRA BRANDS INC. (CAG) (CIK 0000023217) (CAG) — Jan 31, 2012

CONAGRA BRANDS INC. (CAG) (CIK 0000023217)
Date: Jan. 31, 2012 · CIK: 0000023217 · Accession: 0000000000-12-005140

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File numbers found in text: 001-07275

Date

January 31, 2012

Author

/s/ Brad Skinner

Form

UPLOAD

Company

CONAGRA BRANDS INC. (CAG) (CIK 0000023217)

Letter

January 31, 2012 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 completed our review of your f iling. We remind you that our comments or changes to disclosure in res ponse to our comments do not for eclose the Commission from taking any action with respect to the company or th e filing and the company may not assert staff comments as a defense in any proceeding ini tiated by the Commission or any person under the federal securities laws of the United States. We urge all pers ons who are responsible for the accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable rules require. Sincerely,

/s/ Brad Skinner

Brad Skinner Senior Assistant Chief Accountant

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January 31, 2012
 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Brad Skinner

Brad Skinner
        Senior Assistant Chief Accountant

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