SecProbe.io

CORRESP
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        ConAgra
        Foods, Inc.

        One
        ConAgra Drive

        Omaha, NE
        68102

        February
        15, 2008

        Anne N.
        Parker, Branch Chief

        Division of
        Corporation Finance

        Securities
        and Exchange Commission

        100 F
        Street, N.W., Mail Stop 7010

        Washington,
        D.C. 20549-7010

                        RE:

                        ConAgra Foods, Inc.

        Form 10-K for the fiscal year ended May 27, 2007
        (“Form 10-K”)

        Form 10-Q for the quarterly period ended November 25, 2007
        (“Form 10-Q”)

        Schedule 14A filed August 17, 2007 (“Proxy
        Statement”)

        File No. 1-7275

        Dear Ms.
        Parker:

        This letter
        sets forth the responses of ConAgra Foods, Inc. (“we” or the
        “Company”) to the Staff's comment letter dated January 31, 2008 on the above
        referenced Form 10-K, Form 10-Q and Schedule 14A. The numbered responses in this letter
        correspond to the numbered paragraphs of the comment letter. We have also included the
        comments along with our responses to aid in the review process.

        Schedule
        14A

        General

                        1.

                        Please confirm in writing that you will comply with the
                        following comments in all future filings. Provide us also with an example
                        of the disclosure you intend to use. Please understand that after our
                        review of your responses, we may raise additional comments.

        Response: We will comply with the following
        comments in all future filings and have provided proposed Compensation Discussion &
        Analysis disclosure for the Staff’s review. We note that items such as changes to
        compensation philosophy, policies, plans or practices could require changes to the draft
        disclosure provided, as could actual individual or company-wide performance.

        Executive Compensation, page 13

                        2.

                        Please expand the compensation discussion and analysis to
                        identify material differences in compensation policies with respect to
                        individual executive officers. For example, explain the reasons for the
                        significant differences between the

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        CEO’s and the other named executive officers’ payout under
        the MIP, the options granted under the Long-Term Program and the grant of performance
        shares. We direct you to Section II.B.1 of Release 33-8732A.

        Response: In future filings, we will expand our
        discussion of the policies of the Board’s Human Resources Committee (the
        “Committee”) as follows:

        “For the named executive officers, the Committee determines the mix of
        salary and at-risk pay, targeted short-term incentive levels (a percentage of salary),
        option grants and targeted performance shares based primarily on its review of the
        executive’s position within the company, internal pay equity, and market data
        provided by Towers Perrin. For fiscal 200_, these factors combined to support granting a
        higher incentive opportunity under the MIP and performance share plan, and larger option
        award to Mr. Rodkin than to the other named executive officers. The Committee took into
        account Mr. Rodkin’s leadership, value to the company and accountability for the
        performance of the entire organization. The Committee also reviewed market data related to
        Mr. Rodkin’s targeted incentive opportunity and option grant and found them
        reasonable versus the peer group. The Committee also used these grants to implement its
        policy that within the company, Mr. Rodkin should have the highest ratio of at-risk pay to
        salary.

        With respect to the other named executive officers, for fiscal 200_, the
        Committee reviewed each person’s scope of responsibility and experience, and relevant
        market data. The Committee also considered internal pay equity. This analysis resulted in
        some differences in the incentive opportunities awarded under the MIP and performance share
        plan for these executives, and differences in option grant sizes. However, the total
        compensation opportunity for each of these named executive officers reflects a similar mix
        of salary and at-risk pay.”

        We
        respectfully submit that the above proposed additions related to differences in MIP
        targets (i.e., opportunities) provide the
        explanation necessary to better understand the differences in actual MIP
        payouts. If in a given year a named executive
        officer receives an actual payout as a percentage of target that is materially different
        than the payout made to his or her peers, we will provide disclosure explaining the basis
        of that outcome.

        Similarly,
        if a unique circumstance results in a material difference in option or performance share
        grants between peers in a given year, we will provide disclosure explaining the basis for
        that outcome (e.g., Mr. Hawaux’s
        hiring mid-year and resultant stock option grant pro-ration discussed in footnote 1 to the
        table on page 18 of the Proxy Statement).

                        3.

                        Please disclose the actual performance goals established,
                        such as EBIT and ROAIC goals used to determine the award of performance
                        shares. If you believe

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        that you are not required to disclose the goals, please provide us with
        analysis supporting your position. See Instruction 4 to Item 402(b) of Regulation S-K. To
        the extent that you have an appropriate basis for omitting the information, discuss how
        difficult it would be for you to achieve the undisclosed goal.

        Response: We note that with respect to the MIP,
        we disclosed in the Proxy Statement the actual performance goals established (page 16). In
        future filings, we will supplement our discussion of the performance share program to
        disclose targeted levels of EBIT and ROAIC as set forth below. We have placed this
        additional disclosure in context by republishing and modifying portions of pages 19 and 20
        of our Proxy Statement.

        “Award Value. The
        final number of shares of common stock that will be issued for each performance share
        awarded is determined based on a combination of growth in earnings before interest and
        taxes (“EBIT”) and performance against targets for return on average invested
        capital, after tax (“ROAIC”). For the fiscal 2007 to 2009 performance period,
        the Committee established a three-year compound EBIT growth target of 6% and three-year
        average ROAIC target of 10.5%. Results at this level will result in a 100% payout. Lower
        levels of combined EBIT growth and ROAIC are rewarded at significantly less than a full
        payout on the granted performance shares. There is no guaranteed payout in the program. The
        maximum number of shares that may be earned under the plan is 300% of the original grant.
        ....

        ....

        Interim Opportunity... This feature allowed a
        payout for fiscal 2007 performance capped at one-third of the initial target value of the
        award (i.e., one-third of the total performance share grant shown in the table above) plus
        the share equivalent of accumulated dividends. The Committee established a one-year EBIT
        growth target of 3.3%, and one-year ROAIC target of 10.2% for this interim payout. The same
        opportunity was available for fiscal 2008. The targeted performance for an interim payout
        in fiscal 2008 was achievement of two-year compound EBIT growth of 6%, coupled with
        two-year average ROAIC of 10.5%. The final payout opportunity will occur at the end of
        fiscal 2009....

        The fiscal 2008 to 2010 program (approved by the Committee in July 2007)
        does not contain an interim payout feature. Awards under the fiscal 2008 to 2010 program,
        if earned, will be paid in shares of stock subsequent to the end of fiscal year 2010. EBIT
        and ROAIC remain the financial metrics for the program. For this performance period, the
        Committee established a three-year compound EBIT growth target of 6% and three-year average
        ROAIC target of 11.6%. Results at this level will result in a 100% payout. Lower levels of
        combined EBIT growth and ROAIC are rewarded at significantly less than a full payout on the
        granted

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        performance shares. There is no guaranteed payout in the program. The
        maximum number of shares that may be earned under the plan is 300% of the original
        grant.”

        We
        supplementally advise the Staff that in future filings, we will also provide disclosure on
        actual payouts similar to that on page 20 of the Proxy Statement under the heading
        “Fiscal 2007 Performance.”
        In this disclosure, we will describe performance versus the targets and the percentage
        of the award earned. Examples could include the following (subject to actual results):
        “Shares under the fiscal 200_ to 20__ performance share plan were earned at X% of
        target, representing over-performance on both the three-year ROAIC goal and EBIT growth
        goal for the cycle;” or “Shares under the fiscal 200_ to 20__ performance share
        plan were earned at Y% of target, representing under-performance against both three-year
        ROAIC and three-year EBIT growth goals.”

        Absent a
        significant deviation in plan design or targets year over year, the Company does not intend
        to disclose the targeted levels of performance on EBIT growth and ROAIC for the performance
        share plan that is approved by the Committee at the July meeting immediately preceding the
        filing of a Schedule 14A. The Company’s performance share plan is a rolling,
        three-year program, and we expect the Committee to continue to approve a new performance
        share grant each year (e.g., in July
        2008, the Committee will consider for approval the fiscal 2009 to 2011 performance share
        grant and in connection therewith, approve the plan targets). For purposes of the August
        2008 Schedule 14A, the fiscal 2009 to 2011 targets are immaterial and of no use to
        understanding the prior year’s compensation or the Committee’s policies with
        respect to compensation, unless they reflect a significant deviation from the targets in
        the fiscal 2008 to 2010 plan. In such a case, we would provide disclosure of the targets
        unless not required to do so under the standards set forth in Instruction 4 to Item 402(b)
        of Regulation S-K. We do intend to disclose the targets in the following year’s
        Schedule 14A, unless not required to do so under such standards.

                        4.

                        Discuss your policies for determining and allocating
                        between long-term and current compensation, as well as in determining and
                        allocating between cash and non-cash compensation. See Item 402(b)(2)(i)
                        and Item 402(b)(2)(ii) of Reg. S-K.

        Response: The Proxy Statement states on page 15
        that “By design, targeted at-risk pay for the named executive officers was a
        significant percentage, between 75% and 85% of the total opportunity.” We advise the
        Staff that the Committee follows a general philosophy that long-term, equity-based
        compensation is one of the best tools for aligning management and stockholder interests.
        However, it has no formal policies designating the mix of cash/non-cash or
        short-term/long-term elements. We would note that due to our program design, the ratio of
        long-term to current compensation mirrors the ratio of non-cash to cash compensation. This
        is because our short-term programs (salary/MIP) result in cash payments while our long-term
        programs (option/performance shares) result in equity. To clarify this in future filings,
        we will provide the following disclosure:

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        “By design, targeted at-risk pay for the named executive officers was
        a significant percentage, between 75% and 85% of the total opportunity. The
        Committee’s general policy is to provide the greatest percentage of this at-risk pay
        opportunity in the form of non-cash, long term compensation. The Committee believes that an
        emphasis toward long-term, at-risk, equity compensation is the best method of aligning
        management interests with those of our stockholders.”

        Form
        10-K for the Year Ended May 27, 2007

        Note 1.
        Summary of Significant Accounting Policies, page 49

        General

                        1.

                        Please disclose your accounting policy related to
                        shipping and handling fees billed to customers and the classification of
                        shipping and handling costs in your statement of earnings. If shipping and
                        handling costs are not included in cost of sales, please disclose the
                        amounts of such costs and the line item(s) on your statements of operations
                        that include them pursuant to EITF 00-10.

        Response: The Company recognizes all amounts
        billed to customers in sales transactions related to shipping and handling in net sales, as
        required by EITF 00-10. The Company recognizes shipping and handling costs in cost of goods
        sold. In response to the Staff’s comment, the Company proposes to expand its
        disclosure in Note 1, Summary of Significant Accounting Policies, beginning with the
        Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending February 25,
        2008, as follows:

        “Shipping and
        Handling– Amounts billed
        to customers related to shipping and handling are included in net sales. Shipping and
        handling costs are included in cost of goods sold.”

        Marketing Costs, page 52

                        2.

                        We note that you incur various types of marketing costs
                        in order to promote your products, including retailer and consumer
                        incentives. You recognize the cost for each of these types of marketing
                        activities as a reduction of net sales or as selling, general and
                        administrative expense. Please clarify if your incentives include free
                        products or services as contemplated by paragraph 10 of EITF
                        01-9.

        Response: We advise the Staff that we do not
        provide a significant amount of free products or services to retail customers or consumers
        as part of our marketing activities.

        Accounting Changes

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                        3.

                        We note your disclosure that indicates that you adopted a
                        change in your accounting for interim advertising costs and that you now
                        expense these costs as incurred and no longer estimate the benefit period
                        of the advertising on an interim basis. Please address each of the
                        following: