SecProbe.io

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                      MCGRATH NORTH MULLIN & KRATZ, PC LLO
                                ATTORNEYS AT LAW
                         SUITE 3700 FIRST NATIONAL TOWER
                    1601 DODGE STREET, OMAHA, NEBRASKA 68102
                                  402-341-3070
                               FAX: 402-341-0216

<TABLE>
<S>                     <C>                   <C>                            <C>
JOHN E. NORTH           EDWARD G. WARIN       KEITH P. LARSEN                VICKI L. COLWELL
DEAN G. KRATZ           JAMES S. JANSEN       PATRICK C. STEPHENSON          MICHELLE M. DOUGLAS
DAVID L. HEFFLINGER     J. TERRY MACNAMARA    PATRICK E. BROOKHOUSER, JR.    JASON D. BENSON
JAMES P. FITZGERALD     MICHAEL G. MULLIN     DANIEL C. PAPE                 KATHRYN D. FOLTS
LEO A. KNOWLES          NICHOLAS K. NIEMANN   MICHAEL J. WEAVER, JR.         MICHAEL T. EVERSDEN
TERRENCE D. O'HARE      PATRICK J.BARRETT     JAMES M. SULENTIC              BRIAN T McKERNAN
JOHN F. THOMAS          STEVEN F. CASE        THOMAS J. KELLEY               MICHAELA A. MESSENGER
JEFFREY J. PIRRUCCELLO  JAMES G. POWERS       TERRY BAUMAN WHITE             AMY L. THOMAS
JOHN P. PASSARELLI      RONALD L. COMES       WILLIAM J. BIRKEL              KAREN P. DOUGLAS
LEE H. HAMANN           GARY E. WENCE         JOHN J. SCHIRGER               THOMAS O. KELLEY
RANDAL M.LIMBECK        DAVID G. ANDERSON     PATRICK J. STRAKA              LISA M.KULHAVY
MARK E. ENENBACH        DAVID H. ROE          AARON A. CLARK                 ERIC W.TIRITILLI
ROGER J. MILLER         ROBERT G. DAILEY      PATRICK R. McGILL              NATHAN L MAILANDER
TIMOTHY J.PUGH          DOUGLAS E. QUINN      W. GREGORY O'KIEF              KAREN E. I. ANDERSON
ROBERT D. MULLIN, JR.   J. SCOTT PAUL         CHRISTOPHER M. BIKUS
JAMES D. WEGNER         JAMES J. FROST        DANIEL E. BLAKELY
THOMAS C. McGOWAN       GUY LAWSON            THOMAS H. McLEAY
A. STEVENSON BOGUE      JOHN A. ANDREASEN     JENNIFER J. STRONG
WILLIAM E. HARGENS      SANDRA D. MORAR       KRISTOPHER J. COVI             OF COUNSEL
ROGER W. WELLS          DAVID C. NELSON       JEFFREY S. PENNE               DONALD B. daPARMA
ROBERT J. BOTHE         JAMES J. NIEMEIER     DIMITER V. TODOROV             RODNEY SHKOLNICK
</TABLE>

                                                     March 4, 2005

Via EDGAR

H. Roger Schwall
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         RE:      ConAgra Foods, Inc.
                  Form 10-K for the year ended May 30, 2004
                  Form 10-Q for the quarterly period ended November 28, 2004
                  File number 1-7275

Dear Mr. Schwall:

         This letter sets forth ConAgra Foods' responses with respect to the
staff's comment letter dated February 7, 2005 on ConAgra Foods' Form 10-K for
the year ended May 30, 2004 and Form 10-Q for the quarter ended November 28,
2004. The numbered responses in this letter correspond to the numbered
paragraphs of the comment letter. We have also included the comment along with
ConAgra Foods' response for each comment to aid the review process.

1.   FORM 10-K, YEAR ENDED MAY 30, 2004

Management's Discussion & Analysis, Page 54

     1.   Please expand MD&A, including Critical Accounting Policies, to clearly
          provide the following information with respect to your pension plans:

          (a)  The  significant  assumptions  and estimates  used to account for
               pension  plans  and how those  assumptions  are  determined;  for
               example,    the   method    (arithmetic/simple    averaging    or
               geometric/compound  averaging)  and source of return data used to
               determine the expected  return  assumption  and the  assumptions,
               estimates and data sources used to determine the discount rate;

          (b)  The effect the pension plans had on results of  operations,  cash
               flow and  liquidity,  including  the  total  amount  of  expected
               pension  returns  included  in  earnings  and the  amount of cash
               outflows used to fund the pension plan;

          (c)  Any expected change in pension trends, including known changes in
               the  expected  return  assumption  and  discount  rate to be used
               during  the next  year and the  reasonably  likely  impact of the
               known change in  assumption  on future  results of operation  and
               cash flows;

          (d)  The amount of current  unrecognized  losses on pension assets and
               the estimated  effect of those losses on future pension  expense;
               and

          (e)  A  sensitivity  analysis that  expresses the potential  change in
               expected  pension  returns  that would  result from  hypothetical
               changes to pension assumptions and estimates.

Response:

The company believes that its disclosures regarding its accounting policies for
pension plans in its Annual Report on Form 10-K for fiscal year 2004 were
adequate to provide an investor with a reasonable understanding of the
significant judgments used by management in its determination of pension
expense. However, in response to the Staff's comments, the company proposes to
expand its disclosures regarding pension plans under Critical Accounting
Policies beginning with the company's Quarterly Report on Form 10-Q for the
fiscal quarter ended February 27, 2005, as follows. Certain amounts in the
proposed expanded disclosures were not finalized as of the date of this letter
and have been left blank for purposes of this letter only.

In addition, if the company, prior to the filing of its third quarter Form 10-Q,
determines the expected rate of return and discount rate  assumptions to be used
in calculating the pension and  postretirement  expense for its next fiscal year
and the  estimated  impact of these  assumptions  on the  company's  results  of
operations and cash flows, the company will also include this information in the
proposed disclosure.

"The company recognized net pension expense of $75.7 million, $84.4 million, and
$43.8 million respectively in fiscal years 2004, 2003 and 2002, which reflected
expected returns on plan assets of $127.1 million, $113.1 million and $136.0
million, respectively. The company contributed $65.8 million, $233.2 million and
$14.1 million to the company's pension plans in fiscal years 2004, 2003 and
2002, respectively.

One of the significant assumptions used to account for the company's pension
plans is the expected long-term rate of return on plan assets. In developing the
assumed long-term rate of return on plan assets for determining net periodic
pension cost, the company considers long-term historical returns (arithmetic
average) of the plan's investments, the asset allocation among types of
investments, estimated long-term returns by investment type from external
sources, and the current economic environment. Based on this information, the
company selected 7.75% for the long-term rate of return on plan assets for
fiscal year 2004 for its pension plans. The company has selected 7.75% for the
long-term rate of return on plan assets for determination of pension expense for
fiscal 2005. A 25 basis point increase/decrease in the company's expected
long-term rate of return assumption as of the beginning of fiscal 2005 would
decrease/increase net periodic pension cost for the company's pension plans by
approximately $4.3 million.

When calculating expected return on plan assets for pension plans, the company
uses a market-related value of assets that spreads asset gains and losses
(differences between actual return and expected return) over five years. As of
May 30, 2004, the amount of unrecognized losses on company pension plan assets
was $160 million. The amount of unrecognized losses will change each year as the
actual return on plan assets varies from the expected rate of return. Assuming
no further change in the unrecognized losses in future periods, these losses
would be recognized in future years resulting in an increase in net periodic
pension cost of $__ million in fiscal 2005.

Another significant assumption for pension plan accounting is the discount rate.
The company selects a discount rate each year for its plans based upon a
hypothetical bond portfolio for which the cash flows from coupons and maturities
match the year-by-year, projected benefit cash flows for the company's pension
plans. The hypothetical bond portfolio is comprised of high-quality fixed income
debt instruments (usually Moody's Aa) available at the measurement date. Based
on this information, the discount rates selected by the company for
determination of pension expense for the fiscal years ending May 30, 2004, May
25, 2003 and May 26, 2002 were 6.5%, 7.25% and 7.5%, respectively. The company
has selected a discount rate of 6.0% for determination of pension expense for
fiscal 2005. This decrease in the discount rate is expected to increase net
periodic pension cost by $___ but to result in no incremental company
contributions to the pension plans in fiscal 2005. A 25 basis point
increase/decrease in the company's discount rate assumption as of the beginning
of fiscal 2005 would decrease/increase net periodic pension cost for the
company's pension plans by $___.

The rate of compensation increase is another significant assumption used in the
development of accounting information for pension plans. The company determines
this assumption based on its long-term plans for compensation increases and
current economic conditions. Based on this information, the company selected
4.5% for fiscal year 2004 and 5.5% for fiscal years 2003 and 2002 as the rate of
compensation increase for its pension plans. The company has selected 4.5% for
the rate of compensation increase for determination of pension expense for
fiscal 2005. A 25 basis point increase/decrease in the company's rate of
compensation increase assumption as of the beginning of fiscal 2005 would
increase/decrease net periodic pension cost for the company's pension plans by
approximately $___.

The company also provides certain postretirement health care benefits and
accounts for the related plans in accordance with SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions." The postretirement
benefit cost and obligation are also dependent on the company's assumptions used
for the actuarially determined amounts. These assumptions include discount rates
(discussed above), health care cost trend rates, inflation rates, retirement
rates, mortality rates and other factors. The health care cost trend assumptions
are developed based on historical cost data, the near-term outlook and an
assessment of likely long-term trends. Assumed inflation rates are based on an
evaluation of external market indicators. Retirement and mortality rates are
based primarily on actual plan experience. The discount rate selected by the
company for determination of postretirement expense for fiscal year 2004 was
6.0%. The company has selected a discount rate of 6.0% for determination of
postretirement expense for fiscal 2005. A 25 basis point increase/decrease in
the company's discount rate assumption as of the beginning of fiscal 2005 would
decrease/increase net periodic postretirement cost for the company's plans by
$__. The company has assumed the initial year increase in cost of health care to
be 10%, with the trend rate decreasing to 5% by 2011. A one percentage point
change in assumed health care cost trend rates would have the following effect:

                                                  One Percent       One Percent
                                                   Increase           Decrease
   (in millions)
   Effect on total service and interest cost      $    4.0         $   (3.3)
   Effect on postretirement benefit obligation        50.4            (42.5)

The company provides workers' compensation benefits to its employees. The
measurement of the liability for the company's cost of providing these benefits
is largely based upon actuarial analysis of costs. One significant assumption
made by the company is the discount rate used to calculate the present value of
its obligation. The discount rate used at May 30, 2004 was 6.0%. A 25 basis
point increase/decrease in the discount rate assumption would not have a
material impact on workers' compensation expense."

LIQUIDITY AND CAPITAL RESOURCES, PAGE 62

     2.   Expand your discussion of the cash generated from operating activities
          to provide  explanations of the underlying  reasons for the changes in
          your working  capital  accounts.  Within your revised  discussion  you
          should consider  addressing whether the material line item changes are
          indicative of a trend or are non-recurring in nature.  Please refer to
          FRC Section 501.13 for additional guidance.

Response:

In accordance with FRC Section 501.13, the company disclosed in its discussion
of liquidity and capital resources the decrease of $470 million in amounts sold
under its accounts receivable securitization program. This effectively explains
90% of the change in the company's accounts receivable balances. The company
believes the remaining changes in working capital accounts were not indicative
of significant trends or material non-recurring items, but rather normal
cyclical changes in inventory and accounts payable balances within the company's
industry. The company respectfully submits that it will continue to assess the
nature of changes in its working capital and to provide further details in
future filings of material changes in its working capital accounts which are
indicative of trends or are non-recurring.

CRITICAL ACCOUNTING ESTIMATES, PAGE 65

     3.   The disclosures of your critical accounting policies appear to be more
          descriptive  of the  accounting  policies  utilized,  rather  than any
          specific  uncertainties  underlying  your  estimates.  These  critical
          accounting  policies  appear to have critical  judgment and estimation
          attributes,  but  the  disclosures  you  provide  do not  sufficiently
          address these attributes.

          Please revise your disclosures to address the material implications of
          the  uncertainties  that are associated with the methods,  assumptions
          and  estimates   underlying   your  critical   accounting   estimates.
          Specifically, you should provide the following:

          (a)  An  analysis  of  the  uncertainties  involved  in  applying  the
               principle and the variability that is reasonably likely to result
               from its application.

          (b)  An analysis  of how you  arrived at the measure and how  accurate
               the estimate or underlying assumptions have been in the past.

          (c)  An  analysis  of your  specific  sensitivity  to change  based on
               outcomes that are reasonably  likely to occur and have a material
               effect.

Response:

The company believes its existing disclosures in its Annual Report on Form 10-K
for fiscal year 2004 were appropriate to provide an investor with a reasonable
understanding of the significant judgments used by management in its
determination of its critical accounting estimates. However, in response to the
Staff's comments, the company proposes to expand the disclosure relating to
certain of its critical accounting policies beginning with the company's
Quarterly Report on Form 10-Q for the fiscal quarter ended February 27, 2005, as
follows:

Marketing Costs

The company spends approximately $2.8 billion on approximately 200,000
individual marketing programs annually with each prog