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SEC Company Response from CONAGRA BRANDS INC. (CAG) (CIK 0000023217) (CAG) — Mar 30, 2009

CONAGRA BRANDS INC. (CAG) (CIK 0000023217)
Date: March 30, 2009 · CIK: 0000023217 · Accession: 0000950152-09-003274

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File numbers found in text: 333-155665

Date
March 30, 2009
Author
/s/ Colleen Batcheler
Form
CORRESP
Company
CONAGRA BRANDS INC. (CAG) (CIK 0000023217)

Letter

VIA EDGAR AND FACSIMILE Division of Corporation Finance United States Securities and Exchange Commission ConAgra Foods, Inc. Request for Acceleration of Effectiveness of Registration Statement on Form S-3 Registration Statement No. 333-155665 Filed November 25, 2008

Dear Mr. Brown:

ConAgra Foods, Inc. (“ConAgra Foods”) hereby requests acceleration of the effectiveness of Registration Statement No. 333-155665 filed on November 25, 2008 (the “Registration Statement”) so that the Registration Statement will become effective on Thursday, April 2, 2009 at 10:00 A.M. Eastern Time or as soon thereafter as practicable.

The Registrant acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at 402-595-4583 with questions or comments on this response letter.

Sincerely,
/s/ Colleen Batcheler

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CORRESP
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filename1.htm

FORM CORRESP

ConAgra Foods, Inc.

One ConAgra Drive

Omaha, NE 68102

March 30, 2009

VIA EDGAR AND FACSIMILE

Mr. Douglas Brown

Division of Corporation Finance

United States Securities and Exchange Commission

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

Washington, D.C. 20549-7010

    Re:

    ConAgra Foods, Inc.

    Request for Acceleration of Effectiveness of Registration Statement on Form S-3

    Registration Statement No. 333-155665

    Filed November 25, 2008

Dear Mr. Brown:

ConAgra Foods, Inc. (“ConAgra Foods”) hereby requests acceleration of the effectiveness of
Registration Statement No. 333-155665 filed on November 25, 2008 (the “Registration Statement”) so
that the Registration Statement will become effective on Thursday, April 2, 2009 at 10:00 A.M.
Eastern Time or as soon thereafter as practicable.

The Registrant acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Registrant may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact me at 402-595-4583 with questions or comments on this response letter.

Sincerely,

                                                     /s/ Colleen Batcheler

    Colleen Batcheler

    Senior Vice President, General Counsel

    and Corporate Secretary