SecProbe.io

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 March 27, 2025

David Marberger
Chief Financial Officer
Conagra Brands, Inc.
222 W. Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654

 Re: Conagra Brands, Inc.
 Form 10-K for the fiscal year ended May 26, 2024
 Filed July 11, 2024
 File No. 001-07275
Dear David Marberger:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
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</DOCUMENT>

CORRESP
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 222 W. Merchandise Mart Plaza, Suite 1300 Chicago, Illinois 60654 ​ March 26, 2025 VIA EDGAR Ms. Eiko Yaoita Pyles Ms. Melissa Gilmore Division of Corporate Finance Office of Manufacturing U.S. Securities and Exchange Commission Washington, D.C. 20549 ​ RE: Conagra Brands, Inc. Form 10-K for the fiscal year ended May 26, 2024 Filed July 11, 2024 Form 8-K furnished on December 19, 2024 File No. 001-07275 ​ Dear Ms. Pyles and Ms. Gilmore: ​ This letter sets forth the response of Conagra Brands, Inc. (“we” or “our”) to the Staff's comment letter dated March 17, 2025, on the above referenced Form 10-K and Form 8-K. We have also included the comment along with our response to aid in the review process. ​ Form 10-K for the fiscal year ended May 26, 2024 Consolidated Statements of Earnings, page 38 1. We note that you included the impairment charges in the Selling, General and Administrative expenses line item of the statement of earnings. Please present the charges related to impairments in a separate line item with charges related to goodwill presented separately from other impairment charges in accordance with ASC 350-20-45-2. Response: In response to the Staff’s comment, in future filings, in the cost and expenses itemization in the statement of earnings, we will present charges related to impairments in a separate line item and we will separately present charges related to goodwill, if recognized. As disclosed in Note 8 – Goodwill and Other Identifiable Intangible Assets, we recognized goodwill and intangible impairment charges of $526.5 million and $430.2 million, respectively in fiscal year 2024. We respectfully submit that the requested change would not materially change a reader’s understanding of the Company’s results of operations, as the nature and amount of the impairment charges is reflected within Note 8 and in our Critical Accounting Estimates. ​ * * * Form 8-K furnished on December 19, 2024 Exhibit 99.1 2. We note in your earnings releases, you removed advertising and promotion expenses from adjusted selling, general and administrative expense, a non-GAAP measure, because this metric is used in reporting to management, and management believes this adjusted measure provides useful supplemental information to assess the company’s operating performance. Please tell us your consideration of the guidance in Questions 100.01 and 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Response: In response to the Staff’s comment, we note that we believe that the presentation excluding advertising and promotion expenses from our adjusted selling, general and administrative expenses provides our investors with more transparency into our quarterly results and useful supplemental information by separating advertising and promotion expenses, including as a percent of net sales, from other selling, general and administrative expenses. As disclosed in Note 2 of Exhibit 99.1 to our Form 8-K furnished on December 19, 2024, advertising and promotion expenses are not removed from our presentation of adjusted operating profit nor from our presentation of adjusted diluted EPS. However, in consideration of the Staff’s comments, in future filings, we will present adjusted selling, general and administrative expenses including advertising and promotion expenses and provide our investors with advertising and promotion expenses in both absolute dollars and as a percent of net sales as supplemental information in a footnote in our non-GAAP reconciliation table for adjusted selling, general and administrative expenses to continue to provide more transparency into our quarterly results. Set forth below, for illustrative purposes only, is an example of the updated disclosure based on Exhibit 99.1 to the Form 8-K furnished on December 19, 2024. Q2 FY25 Selling, general and administrative expenses 1 Reported   $ 425.2 % of Net Sales     13.3% Restructuring plans     73.3 Brand impairment charges — Corporate hedging derivative losses (gains)     — Valuation allowance adjustment — Adjusted   $ 351.9 % of Net Sales     11.0% Year-over-year % of net sales change - reported     196 bps Year-over-year % of net sales change - adjusted     5 bps         Year-over-year change - reported 16.8% Year-over-year change - adjusted     0.1%         1 Includes advertising and promotion (A&P) expense of $69.3 million and $72.5 million for Q2 FY25 and Q2 FY24, respectively. A&P as a percentage of net sales was 2.2% and 2.3% for Q2 FY25 and Q2 FY24, respectively. ​ * * * 3. We note your non-GAAP financial measures contain several reconciling adjustments. Please revise your discussion in your Note on Non-GAAP Financial Measures to further describe the nature of each adjustment and the reasons why management believes the adjustment and information is useful to investors. Refer to the guidance in Item 10(e)(1)(i)(C) of Regulation S-K. Response: In response to the Staff’s comments, we will update our Note on Non-GAAP Financial Measures to further describe adjustments and the usefulness to investors in accordance with the guidance in future filings. Set forth below, for illustrative purposes only, is an example of the updated disclosure based on Exhibit 99.1 to the Form 8-K furnished on December 19, 2024 (bold, underscored language indicates new disclosure). Note on Non-GAAP Financial Measures This document includes certain non-GAAP financial measures, including adjusted EPS, organic net sales, adjusted gross profit, adjusted operating profit, adjusted SG&A, adjusted corporate expenses, adjusted gross margin, adjusted operating margin, adjusted effective tax rate, adjusted net income attributable to Conagra Brands, free cash flow, net debt, net leverage ratio, and adjusted EBITDA. Management considers GAAP financial measures as well as such non-GAAP financial information in its evaluation of the company's financial statements . We believe these non-GAAP financial measures provide useful supplemental information to investors to facilitate year-over-year comparisons by removing non-recurring items and other items impacting comparability such as the impacts of foreign exchange, divested businesses and acquisitions, as well as the impact of any 53 rd  week, as noted in more detail for each measure below . We also believe the below financial measures are used by investors and analysts to assess the company's operating performance and financial position. These measures should be viewed in addition to, and not in lieu of, the company's diluted earnings per share, operating performance and financial measures as calculated in accordance with GAAP. Organic net sales excludes, from reported net sales, the impacts of foreign exchange, divested businesses and acquisitions, as well as the impact of any 53 rd  week to provide a more transparent view of year-over-year comparability . All references to changes in volume and price/mix throughout this release are on an organic net sales basis. Free cash flow is net cash from operating activities less additions to property, plant and equipment. Free cash flow conversion is free cash flow divided by adjusted net income attributable to Conagra Brands, Inc. We use this non-GAAP financial measure to provide additional information about the amount of cash available for debt repayment, dividend distributions, acquisition opportunities, and share repurchases after all of the company’s business needs and obligations are met. References to adjusted items throughout this release refer to measures computed in accordance with GAAP less the impact of items impacting comparability. Items impacting comparability are income or expenses (and related tax impacts) that management believes have had, or are likely to have, a significant impact on the earnings of the applicable business segment or on the total corporation for the period in which the item is recognized, and are not indicative of the company's core operating results. We exclude these items that we believe affect comparability of underlying results from period to period and may obscure trends in our underlying profitability. References to earnings before interest, taxes, depreciation, and amortization (EBITDA) refer to net income attributable to Conagra Brands before the impacts of discontinued operations, income tax expense (benefit), interest expense, depreciation, and amortization. For adjusted EBITDA, we exclude items resulting from infrequently occurring events or items that we believe significantly affect the year-to-year assessment of the company’s operating results. ​ Hedge gains and losses are generally aggregated, and net amounts are reclassified from unallocated corporate expense to the operating segments when the underlying commodity or foreign currency being hedged is expensed in segment cost of goods sold. The net change in the derivative gains (losses) included in unallocated corporate expense during the period is reflected as a comparability item, Corporate hedging derivate gains (losses). Since our hedging contracts are generally for future periods, this adjustment facilitates year-over-year comparisons of cost of goods sold, matching the derivative gains and losses with the underlying economic exposure being hedged for the period. * * * We confirm that the company is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. ​ Very truly yours, ​ /s/ David S. Marberger David S. Marberger Executive Vice President and Chief Financial Officer Conagra Brands, Inc. ​ cc: Carey Bartell, Executive Vice President, General Counsel and Corporate Secretary Conagra Brands, Inc. ​ William Eric Johnson, Senior Vice President, Corporate Controller Conagra Brands, Inc.

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<TEXT>
 March 17, 2025

David Marberger
Chief Financial Officer
Conagra Brands, Inc.
222 W. Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654

 Re: Conagra Brands, Inc.
 Form 10-K for the fiscal year ended May 26, 2024
 Filed July 11, 2024
 Form 8-K furnished on December 19, 2024
 File No. 001-07275
Dear David Marberger:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended May 26, 2024
Consolidated Statements of Earnings, page 38

1. We note that you included the impairment charges in the Selling,
General, and
 Administrative expenses line item of the statements of earnings. Please
present the
 charges related to impairments in a separate line item with charges
related to goodwill
 presented separately from other impairment charges in accordance with
ASC 350-20-
 45-2.
Form 8-K furnished on December 19, 2024
Exhibit 99.1

2. We note in your earnings releases, you removed advertising and promotion
expenses
 from adjusted selling, general and administrative expense, a non-GAAP
measure,
 because this metric is used in reporting to management, and management
believes this
 adjusted measure provides useful supplemental information to assess the
company s
 March 17, 2025
Page 2

 operating performance. Please tell us your consideration of the guidance
in Questions
 100.01 and 100.04 of the Compliance and Disclosure Interpretations on
Non-GAAP
 Financial Measures.
3. We note your non-GAAP financial measures contain several reconciling
adjustments.
 Please revise your discussion in your Note on Non-GAAP Financial
Measures to
 further describe the nature of each adjustment and the reasons why
management
 believes the adjustment and information is useful to investors. Refer to
the guidance in
 Item 10(e)(1)(i)(C) of Regulation S-K.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Eiko Yaoita Pyles at 202-551-3587 or Melissa Gilmore at
202-551-
3777 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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United States securities and exchange commission logo
October 28, 2021
David Marberger
Executive Vice President and Chief Financial Officer
Conagra Brands Inc.
222 W. Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654
Re:Conagra Brands Inc.
Form 10-K for the fiscal year ended May 30, 2021
Filed July 23, 2021
File No. 001-07275
Dear Mr. Marberger:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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cag-corresp.htm

11 CONAGRA DRIVE

ms 11-220 | OMAHA, NE 68102

CONAGRA BRANDS INC CORRESP October 28, 2021

SECPlus Filings

October 28, 2021

VIA EDGAR

Mr. Charles Eastman

Mr. Andrew Blume

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N. E.

Washington, D. C. 20549

RE: Conagra Brands, Inc.

Form 10-K for the fiscal year ended May 30, 2021 ("Form 10-K")

Filed July 23, 2021

File No. 001-07275

Dear Mr. Eastman:

This letter sets forth the response of Conagra Brands, Inc. ("we" or “our”) to the Staff's comment letter dated October 20, 2021, on the above referenced Form 10-K. We have also included the comment along with our response to aid in the review process.

Form 10-K for the fiscal year ended May 30, 2021

Notes to Consolidated Financial Statements Summary of Significant Accounting Policies Inventories, page 44

1.We note your disclosure that you use for lower of cost (determined using first-in, first-out method) or market for valuing inventories.  Please tell us how your accounting policy is consistent with ASC 330-10-35-1B, which indicates that inventories should be measured at the lower of cost or net realizable value.

Response:

In response to the Staff's comment, as outlined within our 2018 Annual Report on Form 10-K, we adopted Accounting Standards Update (“ASU”) 2015-11, Inventory, which requires an entity to measure inventory at the lower of cost or net realizable value.  This ASU was adopted prospectively in fiscal 2018 and has been consistently applied throughout all subsequent filings. The adoption of this guidance did not have a material impact to our financial statements. We will revise future filings to replace “market” with “net realizable value”.

8. Goodwill and Other Identifiable Intangible Assets, page 57

2.Please revise future filings to provide, for each major intangible asset class, the disclosures required by ASC 350-30-50-2 (a) and (b).

Response:

In response to the Staff's comment, we will include major intangible asset classes  within our identifiable intangible asset table in future filings.  Brands and trademarks account for 100% of non-amortizing intangible

October 28, 2021
Page 2 of 2

assets.  Customer relationships represent over 90% of amortizing intangible assets with the remaining amounts associated with acquired intellectual property.  Please note that disclosure of these asset classes was included in the narrative discussion within footnote 8.

We confirm that we are responsible for the fair presentation in the consolidated financial statements of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles.

Very truly yours,

/s/ DAVID S. MARBERGER

David S. Marberger

Executive Vice President and Chief Financial Officer

cc:

Colleen R. Batcheler, Executive Vice President, General Counsel and Corporate Secretary

Conagra Brands, Inc.

Robert G. Wise, Senior Vice President, Corporate Controller

Conagra Brands, Inc.

United States securities and exchange commission logo
October 20, 2021
David Marberger
Executive Vice President and Chief Financial Officer
Conagra Brands Inc.
222 W. Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654
Re:Conagra Brands Inc.
Form 10-K for the fiscal year ended May 30, 2021
Filed July 23, 2021
File No. 001-07275
Dear Mr. Marberger:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended May 30, 2021
Notes to Consolidated Financial Statments
Summary of Significant Accounting Policies
Inventories, page 44
1.We note your disclosure that you use the lower of cost (determined using the first-in, first-
out method) or market for valuing inventories.  Please tell us how your accounting policy
is consistent with ASC 330-10-35-1B, which indicates that inventories should be
measured at the lower of cost or net realizable value.
8. Goodwill and Other Identifiable Intangible Assets, page 57
2.Please revise future filings to provide, for each major intangible asset class, the
disclosures required by ASC 350-30-50-2(a) and (b).
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameDavid Marberger
 Comapany NameConagra Brands Inc.
 October 20, 2021 Page 2
 FirstName LastName
David Marberger
Conagra Brands Inc.
October 20, 2021
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Charles Eastman at (202) 551-3794 or Andrew Blume at (202) 551-
3254 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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CORRESP

 September 14, 2018

VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

 Attention: John Reynolds

Re:
 Conagra Brands, Inc.

 Registration Statement on Form S-4

 File No. 333-226329

 Acceleration Request

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended, Conagra Brands, Inc. (“Conagra”) hereby requests that the effective date
of the above-referenced Registration Statement on Form S-4 (File No. 333-226329), as amended (the “Registration Statement”), be accelerated to 4:00
p.m., Eastern Time, on September 17, 2018, or as soon as practicable thereafter.

 Conagra requests that it be notified of the effectiveness of the
Registration Statement on Form S-4 by telephone call to its counsel Bradley C. Brasser at (612) 217-8886, followed by written confirmation to the addresses listed on the
cover page of the Registration Statement. Thank you for your attention to this matter.

 [Signature page follows]

Very truly yours,

CONAGRA BRANDS, INC.

By:

/s/ Colleen R. Batcheler

Name:

Colleen R. Batcheler

Title:

Executive Vice President, General Counsel and Corporate Secretary

cc:
 Peter E. Izanec

 Jones Day

 Timothy P. FitzSimons

 Jones Day

 Michael J. Solecki

 Jones Day

 Bradley C. Brasser

 Jones Day

 M. Kelley Maggs

 Pinnacle Foods Inc.

 Robert I. Townsend

 Cravath, Swaine & Moore LLP

 O. Keith Hallam

 Cravath, Swaine & Moore LLP

CORRESP
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CORRESP

 August 31, 2018

VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

 Attention: John Reynolds

Re:
 Conagra Brands, Inc.

Registration Statement on Form S-4

Filed July 25, 2018

File No. 333-226329

Ladies and Gentlemen:

 Set forth below are the responses of
Conagra Brands, Inc. (“Conagra”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) Division of Corporation Finance contained in the Staff’s
letter (the “Letter”) dated August 20, 2018, relating to the Registration Statement on Form S-4 of Conagra (the “Registration Statement”) that was filed on July 25,
2018, which Registration Statement includes a proxy statement of Pinnacle Foods Inc. (“Pinnacle”) for its special meeting of stockholders (the “Proxy Statement”) and a prospectus of Conagra relating to the offer and
sale of its common stock to be issued to Pinnacle stockholders in the merger described therein (together with the Proxy Statement, the “Proxy Statement/Prospectus”). The headings and numbered paragraphs of this letter correspond to
the headings and numbered paragraphs contained in the Letter and, to facilitate your review, we have reproduced the text of the Staff’s comments in italics below.

Simultaneously herewith, Conagra is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”).
Amendment No. 1 reflects responses to, and changes in accordance with, the Staff’s comments, and includes other changes that are intended to update, clarify and render more complete the information contained therein. We will supplementally
provide a marked copy of Amendment No. 1 marked against the July 25, 2018 filing to facilitate the Staff’s review. References to page numbers and section headings in our responses below refer to page numbers and section headings in
Amendment No. 1. Capitalized terms used but not defined herein have the meanings set forth in the Proxy Statement/Prospectus.

 Securities and Exchange Commission

August 31, 2018

  Page
 2

 General

1.
 Please revise your disclosure to describe any pending or threatened litigation relating to the merger
transaction.

 Response: In response to the Staff’s comment, the applicable disclosure has been revised. Please see
pages 22 and 126 in Amendment No. 1

 Unaudited Pro Forma Condensed Combined Financial Information, page 134

2.
 We note certain pro forma adjustments in your pro forma balance sheet combine several amounts discussed in
numerous footnotes, such as but not limited to other accrued liabilities and the line items within common stockholders’ equity. We have been unable to reconcile these pro forma adjustments with the amounts disclosed in the various footnotes
that are referenced. Please expand and revise your footnote disclosures to clarify how these pro forma balance sheet adjustment amounts are calculated.

Response: In response to the Staff’s comment, the applicable disclosure has been revised. Please see footnotes 3.b., 3.j., 3.k. and 3.l. on pages
140, 141, 142 and 142, respectively, in Amendment No. 1.

3.
 In footnote 3.c., you state the income tax impacts of pro forma adjustments were calculated using either the
Conagra or Pinnacle statutory tax rates. Tell us why the pro forma income tax adjustment is calculated with reference to Pinnacle’s statutory tax rate.

Response: In response to the Staff’s comment, the applicable disclosure on page 140 of Amendment No. 1 has been revised as follows:

“The pro forma adjustment to income tax expense was calculated by applying Conagra’s statutory income tax rate of 30.38% to each pro
forma adjustment to Income (loss) from continuing operations before income taxes and equity method investment earnings, except in the case of the pro forma adjustments to depreciation, amortization and interest expense which was done by reversing
the tax impact of Pinnacle’s historical depreciation, amortization and interest expense based on its historical statutory income tax rate of 32.33% and adding back the tax impact of the estimated depreciation, amortization and interest expense
in purchase accounting using Conagra’s statutory income tax rate of 30.38%. The historical statement of operations of Conagra and Pinnacle include one-time benefits associated with US Tax Reform that have
not been adjusted in the pro forma presentation.”

 We supplementally advise the Staff that we concluded this methodology more accurately reflects the
difference in rates related to the Tax Cuts and Jobs Act of 2017 given Pinnacle’s calendar year end versus Conagra’s fiscal year end.

4.
 We note the pro forma adjustment to increase the carrying value of Pinnacle’s plant assets to fair value
in note 3.e. Tell us why you have recorded a corresponding decrease to depreciation expense when the value of the plant assets has increased.

Response: Conagra acknowledges the Staff’s comment. In the second quarter of 2017, Pinnacle accelerated depreciation in the amount of
approximately $22.6 million on certain plant assets of its Aunt Jemima frozen breakfast business, reflecting the significantly reduced expected useful lives of those

 Securities and Exchange Commission

August 31, 2018

  Page
 3

assets. Conagra estimated the fair values of plant assets based on the Pinnacle plant asset balance at April 1, 2018, the most recent balance sheet date. The plant assets associated with the
Aunt Jemima frozen breakfast business were not included in this balance, as they had been fully depreciated and preliminarily determined by us to have no value. Conagra’s estimate of pro forma depreciation expense does not reflect
Pinnacle’s historical accelerated depreciation, as the applicable assets are not included in the pro forma opening balance sheet. As such, the pro forma adjustment is a net decrease from the amount reflected in the historical financial
statement of Pinnacle.

 * * * * *

 Please
call me at (312) 549-5798 should you wish to discuss the matters addressed above or other issues relating to the Registration Statement. Thank you for your attention to this matter.

Very truly yours,

/s/ David S. Marberger

David S. Marberger

cc:
 Colleen R. Batcheler

 Conagra Brands, Inc.

 Peter E. Izanec

 Jones Day

 Timothy P. FitzSimons

 Jones Day

 Michael J. Solecki

 Jones Day

 Bradley C. Brasser

 Jones Day

 M. Kelley Maggs

 Pinnacle Foods Inc.

 Robert I. Townsend

 Cravath, Swaine & Moore LLP

 O. Keith Hallam

 Cravath, Swaine & Moore LLP

Mail Stop 4628

August 20, 2018

Colleen R. Batcheler
Executive Vice President, General Counsel and Corporate Secretary
Conagra Brands, Inc.
222 Merchandise Mart Plaza, Suite 1300
Chicago, I L 60654

Re: Conagra Brands, Inc.
  Registration Statement on Form S-4
Filed  July 25, 2018
  File No.  333-226329

Dear Ms. Batcheler :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our c omments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments,  we may have  additional comments.

General

1. Please revise your disclosure to describe any pending or threatened litigation relating to
the merger transaction.

Unaudited Pro Forma Condensed Combined Financial Information, page 134

Notes to Unaudited P ro Forma Condensed Combined Financial Information, page 137

2. We note certain pro forma adjustments in your pro forma balance sheet combine several
amounts discussed in numerous footnotes, such as but not limited to other accrued
liabilities and the line it ems within common stockholders’ equity.  We have been unable
to reconcile these pro forma adjustments with the amounts disclosed in the various

Colleen R. Batcheler
Conagra Brands, Inc.
August 20, 2018
Page 2

 footnotes that are referenced.  Please expand and revise your footnote disclosures to
clarify how these pro form a balance sheet adjustment amounts are calculated.

3. In footnote 3.c., you state the income tax impacts of pro forma adjustments were
calculated using either the Conagra or Pinnacle statutory tax rates.  Tell us why the pro
forma income tax adjustment is calculated with reference to Pinnacle’s statutory tax rate.

4. We note the pro forma adjustment to increase the carrying value of Pinnacle’s plant
assets to fair value in note 3.e.  Tell us why you have recorded a corresponding decrease
to depreciation expense when the value of the plant assets has increased.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Joseph Klinko, Staff Accountant, at (202) 551 -3824 or Shannon
Buskirk, Staff Accountant, at (202) 551 -3717 if you have questions regarding comments on the
financial statements and related matters.  Please contact Anuja A. Majmudar, Attorney -Advisor,
at (202) 551 -3844 or, in her absence, Kari na Dorin, Attorney -Advisor, at (202) 551 -3763 with
any other questions.

Sincerely,

 /s/ John Reynolds

John Reynolds
Assistant Director
Office of Natural Resources

Mail Stop 4628
April 27, 2016

Via E -mail
John F. Gehring
Chief Financial Officer
Conagra Foods, Inc.
One Conagra Drive
Omaha, NE  68102

Re: Conagra Foods, Inc.
 Form 10-K for Fiscal  Year Ended May 31, 2015
Filed July 17, 2015
File No. 001 -07275

Dear Mr.  Gehring :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commissio n or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Exc hange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Branch Chief
Office of Natural Resources

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		CORRESP

January 11, 2016

VIA EDGAR

Mr. Ethan Horowitz, Branch Chief, Office of Natural Resources

Ms. Sandy Eisen

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

     RE:    ConAgra Foods, Inc.

Form 10-K for the fiscal year ended May 31, 2015 (“Form 10-K”)

Filed July 17, 2015

File No. 001-07275

Dear Ms. Eisen:

This letter sets forth the response of ConAgra Foods, Inc. (“we” or the “Company”) to the Staff's additional comment letter dated December 29, 2015 on the above referenced Form 10-K.  We have also included the comment along with our response to aid in the review process.

Form 10-K for Fiscal Year Ended May 31, 2015

Notes to Consolidated Financial Statements

Note 7 - Investments in Joint Ventures, page 58

1. Your response to prior comment 2 states that the disposal of a controlling interest in your flour milling operations constituted a strategic shift that had a major impact on your operations and financial results as your milling operations were the last of your purely commodity-based operations. It does not appear that your response adequately explains the qualitative evidence supporting the presentation of discontinued operations pursuant to ASU 2014-08. Please provide us with additional information regarding the qualitative factors considered by management in determining that this presentation was appropriate.

Response:

The Company was initially formed as a Midwestern flour-miller in 1919.  The Company entered other commodity-based businesses throughout its history.  Over time, through various acquisitions and divestitures, the Company changed its focus to that of a branded, packaged food business.  The divestiture of the controlling interest in the flour milling business, through the formation of the Ardent Mills joint venture, represented the final significant step in the strategic shift of divesting the Company’s commodity-based businesses.  Whereas the flour milling business processed grains into largely homogenous raw materials for other packaged food manufacturers, the Company’s remaining businesses market and produce a vast variety of packaged food products marketed under many different brands for retail and foodservice customers in various market channels.  Further, whereas the Company’s management had previously devoted significant time and resources to the active management of the flour milling business when it was a controlled business of the Company (through management activities devoted to such areas as strategy development, allocation of capital, facilities and operations management, transportation and logistics), management now plays a largely passive investor role in an entity that is managed by its own separate management team.  The Company believes these qualitative conditions, when considered in conjunction with the clearly major impact on the Company’s

operations and financial results, as quantified in our previous response in the letter dated December 1, 2015, represent a strategic shift and meet the requirements of ASU 2014-08 for presentation as discontinued operations.

***

The Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

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

We continue to be willing to discuss with you any comments the staff may have.  Please contact me at 402-240-4686 with questions or comments on this response letter.

Very truly yours,

/s/ John Gehring

John Gehring

Executive Vice President, Chief Financial Officer

cc: Colleen Batcheler, Executive Vice President, General Counsel and Corporate Secretary, ConAgra Foods, Inc.

      Rob Wise, Senior Vice President, Controller, ConAgra Foods, Inc.

Mail Stop 4628

December 29, 2015

Via E -mail
John F. Gehring
Chief Financial Officer
Conagra Foods, Inc.
One Conagra Drive
Omaha, NE  68102

Re: Conagra Foods, Inc.
 Form 10-K for Fiscal Year Ended May 31, 2015
Response Dated December 3, 2015
File No. 001 -07275

Dear Mr. Gehring :

We have reviewed  your December  3, 2015 response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments a pply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our
November  20, 2015 letter .

Form 10 -K for Fiscal Year Ended May 31, 2015

Notes to Consolidated Financial Statements

Note 7 – Investments in Joint Ventures, page 58

1. Your response to prior comment 2  states that the disposal of a controlling interest in your
flour mil ling operations constituted a strategic shift that had a major impact on your
operations and financial results as your milling operations were the last of your purely
commodity -based operations.  It does not appear that your response adequately explains
the qualitative evidence support ing the presentation of discontinued operations pursuant
to ASU 2014 -08.  Please p rovide  us with  additional information regarding the qualitative
factors considered by management  in determining that this presentation was app ropriate .

John F. Gehring
Conagra Foods, Inc.
December 29, 2015
Page 2

You may contact Sandy Eisen at (202) 551 -3864  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3311
with any other questions.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Branch Chief
Office of Natural Resources

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December 3, 2015

VIA EDGAR

Mr. Ethan Horowitz, Branch Chief, Office of Natural Resources

Ms. Sandy Eisen

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

     RE:    ConAgra Foods, Inc.

Form 10-K for the fiscal year ended May 31, 2015 (“Form 10-K”)

Filed July 17, 2015

File No. 001-07275

Dear Ms. Eisen:

This letter sets forth the response of ConAgra Foods, Inc. (“we” or the “Company”) to the Staff's additional comment letter dated November 20, 2015 on the above referenced Form 10-K.  We have also included each comment along with our responses to aid in the review process.

Form 10-K for Fiscal Year Ended May 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 17

Liquidity and Capital Resources, page 28

Sources of Liquidity and Capital, page 28

1.

 Your response to prior comment 1 refers to the statement in your Form 10-K that management believes that existing sources of liquidity will be sufficient to meet your working capital needs, planned capital expenditures, and payment of anticipated dividends for at least the next twelve months.  However, it does not appear that you have provided sufficient detail to enable a financial statement user to understand your basis for this statement.  Please revise your disclosure to provide additional detail addressing your ability to meet upcoming cash requirements over both the short and long term.  Refer to section VI of SEC Release No. 33-8350.

Response:

In order to clarify our disclosures in this regard, we propose to add the following additional verbiage to the Liquidity and Capital Resources section of MD&A in future filings.  This language would be in addition to the language we included in our prior comment letter response and in our most recently filed Form 10-Q (as set forth below):

“We expect to generate significant cash flows from operations in fiscal 2016, and we have access to the $1.5 billion revolving credit facility, our commercial paper program, and the capital markets. We believe we have  access to additional bank loan facilities, if needed. We also expect to receive approximately $2.7 billion in proceeds from the sale of the Private Brands business prior to the end of fiscal 2016.

Although we have not finalized plans for our future capital structure, management believes the aforementioned sources of liquidity will be adequate to meet required debt repayments, planned capital expenditures, working capital needs, and payment of anticipated quarterly dividends for the foreseeable future.”

Previously included language in our prior response and most recently filed Form 10-Q:

“Although a significant amount of our senior debt will mature during fiscal 2016, and over the next several years, we expect to maintain or have access to sufficient liquidity to either retire or refinance such debt, as market conditions warrant, from operating cash flows, our commercial paper program, proceeds from any divestitures, access to capital markets and our revolving credit facility.”

Notes to Consolidated Financial Statements

Note 7 - Investments in Joint Ventures, page 58

2.

 Your response to prior comment 5 states that the contribution of your milling operations to the Ardent Mills joint venture was a strategic shift that will have a major impact on your operations and financial results.  Please provide us with a detailed analysis supporting your conclusion that the disposal of your grain milling operation meets the requirements for discontinued operations presentation pursuant to ASU 2014-08.

Response:

In accordance with ASU No. 2015-08, management determined that the disposal of a controlling interest in the flour milling operations constituted a strategic shift that had a major impact on our operations and financial results.  The milling operations were the last of the purely commodity-based operations of the Company.  The entire line of business was contributed to the Ardent Mills joint venture.  The net sales and operating profit of the milling operations were $1.86 billion, and $235 million, respectively, in fiscal 2014 (the last year for which the results were presented in continuing operations).  This represented 10.5% and 18% of the company’s net sales and operating profit, respectively, during fiscal 2014.  Management of the Company determined that the disposal of a controlling interest of this entire line of business represented a strategic shift and the cited financial statement amounts to be of sufficient magnitude to constitute a “major impact” on the Company’s operations and financial results.

***

The Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

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

We continue to be willing to discuss with you any comments the staff may have.  Please contact me at 402-240-4686 with questions or comments on this response letter.

Very truly yours,

/s/ John Gehring

John Gehring

Executive Vice President, Chief Financial Officer

cc: Colleen Batcheler, Executive Vice President, General Counsel and Corporate Secretary, ConAgra Foods, Inc.

      Rob Wise, Senior Vice President, Controller, ConAgra Foods, Inc.

Mail Stop 4628

November 20 , 2015

Via E -mail
John F. Gehring
Chief Financial Officer
Conagra Foods, Inc.
One Conagra Drive
Omaha, NE  68102

Re: Conagra Foods, Inc.
 Form 10-K for Fiscal Year Ended May 31, 2015
Response Dated October 9, 2015
File No. 001 -07275

Dear Mr. Gehring :

We have reviewed  your October 9, 2015 response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments a pply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our
September 25 , 2015 letter .

Form 10 -K for Fiscal Year Ended May 31, 2015

Management's Discussion and Analysis of Financial Condition and Results of Operations, page
17

Liquidity and Capital Resources, page 28

Sources of Liquidity and Capital, page 28

1. Your response  to prior comment 1 refers to the statement in your Form 10 -K that
management believes that existing sources of liquidity will be sufficient to meet your
working capital needs, planned capital expenditures, and payment of anticipated
dividends for at least  the next twelve months.  However, it does not appear that you have

John F. Gehring
Conagra F oods, Inc.
November 20 , 2015
Page 2

 provided sufficient detail to enable a financial statement user to understand your basis for
this statement.  Please revise your disclosure to provide additional detail addressing your
ability to meet upcoming cash requirements over both the short and long term.  Refer to
section IV of SEC Release No. 33 -8350.

Notes to Consolidated Financial Statements

Note 7 – Investments in Joint Ventures, page 58

2. Your response to prior comment 5 states that the contribution of your milling operations
to the Ardent Mills joint venture was a strategic shift that will have a major impact on
your operations and financial results.   Please provide us with a detailed analysis
supporting your conclusion that the disposal of your  grain milling operation meets the
requirements for discontinued operations presentation pursuant to ASU 2014 -08.

You may contact Sandy Eisen at (202) 551 -3864 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3311
with any other questions.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Branch Chief
Office of Natural Resources

CORRESP
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		CORRESP

October 9, 2015

VIA EDGAR

Mr. Ethan Horowitz, Branch Chief, Office of Natural Resources

Ms. Sandy Eisen

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

     RE:    ConAgra Foods, Inc.

Form 10-K for the fiscal year ended May 31, 2015 (“Form 10-K”)

Filed July 17, 2015

File No. 001-07275

Dear Ms. Eisen:

This letter sets forth the response of ConAgra Foods, Inc. (“we” or the “Company”) to the Staff's comment letter dated September 25, 2015 on the above referenced Form 10-K.  We have also included each comment along with our responses to aid in the review process.

Form 10-K for the fiscal year ended May 31, 2015

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 17

Liquidity and Capital Resources, page 28

Sources of Liquidity and Capital, page 28

1.

 Disclosure on page 29 of your filing states that debt reduction is expected to remain a component of capital allocation in the foreseeable future. In this connection, we note that although your total debt balance decreased compared to the prior year, payments due within one year increased from $76.3 million to $1.0 billion and payments due in one to three years increased from $1.0 billion to $2.3 billion. Tell us how you considered providing disclosure specifically explaining how you plan to address this change to your debt profile including with regard to the allocation of cash resources to satisfy your debt obligations. Refer to Item 303(a)(1) of Regulation S-K and section IV.D. of SEC Release No. 33-8350. As part of your response, address the extent to which current year debt repayments are expected to impact your ability to meet your working capital needs, planned capital expenditures, and payment of anticipated quarterly dividends.

In accordance with the requirements of Item 303(a)(1) of Regulation S-K and section IV.D. of SEC Release No. 33-8350, the Liquidity and Capital Resources section of our Form 10-K’s Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), discloses that we have access to multiple sources of liquidity.  Specifically, in addition to operating cash flows, we disclose our access to, and ability to use,  our $1.5 billion revolving credit facility scheduled to mature September 2018, as well as our commercial paper program.  We cited the pending divestiture of the Private Brands business as a significant source of potential liquidity, although we were unable to provide details as to the amount or timing of any related proceeds, as formal negotiations for the sale of that business were not yet underway.  We also disclose that we have access to the capital markets.

As of the date of the filing of our Form 10-K, management had not yet committed to any specific plans in regards to repaying the debt instruments that were scheduled to mature during the following fiscal year, or those that were scheduled to mature over the subsequent two fiscal years.  Because the Company has access to multiple sources of liquidity, as disclosed in this section of MD&A, and as there exists uncertainty as to:  the amount and timing of proceeds from the potential divestiture of the Private Brands business; the interest rates that will be available at the time of any potential refinancing transaction; as well as other strategic changes the company may make in the intervening time period, it was not practicable at the time to more specifically explain how we plan to address the changes to our debt profile.

In order to clarify our disclosures in this regard, we propose to add the following additional verbiage to the Liquidity and Capital Resources section of MD&A in future filings, and we have included such language in our recently filed Form 10-Q for the first quarter of our fiscal 2016:

“Although a significant amount of our senior debt will mature during fiscal 2016, and over the next several years, we expect to maintain or have access to sufficient liquidity to either retire or refinance such debt, as market conditions warrant, from operating cash flows, our commercial paper program, proceeds from any divestitures, access to capital markets and our revolving credit facility.”

In regards to our assessment of the extent to which current year debt repayments are expected to impact our ability to meet our working capital needs, planned capital expenditures, and payment of anticipated quarterly dividends, please consider our disclosure in this section of MD&A that states that “management believes that existing cash balances, cash flows from operations, existing credit facilities, and access to capital markets will provide sufficient liquidity to meet our working capital needs, planned capital expenditures, and payment of anticipated quarterly dividends for at least the next twelve months.”

Obligations and Commitments, page 30

2.

 We note the funded status of your pension plans was $(433.0) million as of May 25, 2014 and $(553.2) million as of May 31, 2015. Please revise to provide information regarding the timing and amount of expected pension contributions as part of your disclosure of contractual obligations, including explanatory language regarding the factors that could affect your estimates of future minimum statutory funding requirements and expected contributions. Refer to Item 303(a)(5) of Regulation S-K and, for further guidance, section II.C. of SEC Release 33-9144.

In order to address the Staff’s comment, we propose to add the following disclosure to the Obligations and Commitments section of MD&A in future filings, and we have included this language in our recently filed Form 10-Q for the first quarter of our fiscal 2016:

As of May 31, 2015, we had aggregate unfunded pension obligations totaling $553.2 million.  This amount is not included in the table above, as the unfunded pension obligation is marked-to-market each fiscal year, and we do not expect to be required to make payments to fund these amounts in the foreseeable future. Based on current statutory requirements, we are not obligated to fund any amount to our qualified pension plans during the next twelve months.  We estimate that we will make payments of approximately $10.2 million over the next twelve months to fund current benefits of nonqualified pension plans. See Note 14, Pensions and Postretirement Benefits, to the Condensed Consolidated Financial Statements, and the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2015, Critical

Accounting Estimates - Employment Related Benefits, for further discussion of our pension obligations and factors that could affect estimates of this liability.

Critical Accounting Estimates, page 32

Business Combinations, Impairment of Long-Lived Assets (including property, plant and equipment), Identifiable Intangible Assets, and Goodwill, page 35

3.

 During the fiscal year ended May 31, 2015, you recognized charges totaling $1.53 billion for the impairment of goodwill in your Private Brands segment. Disclosure in your filing states that additional, material impairment charges may be recognized in future periods if the future performance of one or more of the reporting units within the Private Brands segment falls short of your expectations or if there are significant changes in risk-adjusted discount rates. Please provide expanded disclosure to:

•

 Describe the methods and key assumptions used in determining fair value and how the key assumptions were determined;

•

 Discuss the degree of uncertainty associated with the key assumptions; and

•

 Address potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

We propose to include the language below to update the Critical Accounting Estimates section of the MD&A in future periods, and we have included such language in our recently filed Form 10-Q for the first quarter of our fiscal 2016.  The below language is intended to clarify our disclosures regarding key assumptions used in measuring goodwill impairment charges related to our Private Brands business.  Starting with our recently filed Form 10-Q for the first quarter of our fiscal 2016, we have added disclosure of the methodology used under ASC 360 to measure the subsequent impairment that occurred in our first quarter of fiscal 2016  when the Private Brands business met the requirements to be treated as assets held for sale (underscored text represents proposed additional wording).

Because forecasted sales and profits for the Private Brands segment continued to fall below our expectations relative to our previous projections throughout fiscal 2015, we performed quantitative analyses of goodwill on certain of our Private Brands segment reporting units in the second, third, and fourth quarters of fiscal 2015. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans and future industry and economic conditions. We estimated the future cash flows of each reporting unit within the Private Brands segment and calculated the net present value of those estimated cash flows using a risk adjusted discount rate, in order to estimate the fair value of each reporting unit from the perspective of a market participant. For this purpose, in our most recent analysis we used the sales growth rates, ranging from -1% in our cereal reporting unit to +5% in our Snacks reporting unit, and gross margin percentages used internally for our operating plans for fiscal 2016. We estimated the rates of sales and cash flow growth for the subsequent three years based upon known trends for each applicable product category, customer-specific facts, expected rates of material and labor inflation, and planned capital expenditures for each reporting unit. We used a discount rate and terminal growth rate of cash flows of 8% and 3%, respectively, to calculate the present value of estimated future cash flows. We then compared the estimated fair value of each reporting unit to the respective historical carrying value (including allocated assets and liabilities of certain shared and Corporate functions), and determined that the fair value of the reporting unit was less than the carrying value for six of our reporting units within the Private Brands segment throughout fiscal 2015. With the assistance of a third-party valuation specialist, we estimated the fair value of the assets and liabilities of each of these reporting units in order to determine the implied fair value of goodwill of each reporting unit. We recognized impairment charges for the difference between the implied fair value of goodwill and

the carrying value of goodwill within each reporting unit at the respective measurement dates. Accordingly, during fiscal 2015, we recorded charges totaling $1.53 billion for the impairment of goodwill in the Private Brands segment. The following reporting units within Private Brands were impacted: $328.7 million in Bars and Coordinated, $195.1 million in Cereal, $157.1 million in Pasta, $536.5 million in Snacks, $174.4 million in Retail Bakery, and $136.1 million in Condiments.

Following the impairment charges recorded in fiscal 2015, the carrying value of goodwill in our Private Brands reporting units included $269.3 million for Cereal, $588.2 million for Pasta, $276.5 million for Snacks, and $535.5 million for Retail Bakery. All of the goodwill for the Bars and Coordinated and Condiments reporting units was impaired as of the end of fiscal 2015. If the future performance of one or more of the reporting units within the Private Brands segment falls short of our expectations or if there are significant changes in risk-adjusted discount rates due to changes in market conditions, we could be required to recognize additional, material impairment charges in future periods. Estimating future cash flows requires significant judgment by management in such areas as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. Due to the intense competitive environment in private label foods and the severity of recent declines in operating performance, the degree of uncertainty of future cash flows is high.  Among other factors, the loss of significant customers, unplanned rates of materials inflation, loss of key personnel, and the entrance of new competitors could result in further reductions in forecasted future cash flows, and accordingly, further impairment charges.

On June 30, 2015, we announced plans to divest our Private Brands operations. On August 7, 2015, we determined that certain assets related to the Private Brands segment were required to be classified as assets held for sale. As a result of this determination and preliminary indications of interest from potential buyers, we concluded that the assets held for sale were further impaired. We recognized a pre-tax impairment charge of $1.95 billion ($1.42 billion after-tax) in the first quarter of fiscal 2016 to write down the long-lived assets of the Private Brands business to the estimated sales price, less costs to sell.

4.

 We note that you assessed the recoverability of amortizing intangible assets related to certain reporting units within your Private Brands segment, but that no impairments were recognized as you expect to recover the carrying value. However, you recognized impairment charges of $43.7 million in your Private Brands segment to write-down indefinite lived intangible assets. Please tell us about the conclusions reached as of May 31, 2015 with regard to the impairment of intangible assets and describe the changes that occurred subsequently that led to the statement in your August 13, 2015 filing on Form 8-K that the assets in your Private Brands segment are impaired. Refer to the guidance regarding the recognition and measurement of an impairment loss per FASB ASC 350-20-35 and 360-10-35, as applicable.

At May 31, 2015, the various assets of our Private Brands business did not qualify as assets held for sale, and accordingly were tested for impairments under a held and used classification.  Our conclusion that the assets of the Private Brands business did not qualify as assets held for sale, as of May 31, 2015, is due to the following facts:

1.

 The board of directors of the Company is required to approve a transaction of this size.  At May 31, 3015, the board of directors of the Company had not approved the active marketing of the business.

2.

 The Company had not begun actively seeking a buyer of the assets as of May 31, 2015.

3.

 Management of the Company had not yet determined at what price it might reasonably be able to sell the Private Brands business until August 7, 2015, at which time the Company received preliminary bids from prospective buyers of this business.

4.

 Management of the Company was not able, as of May 31, 2015, to determine that it was probable that a sale of the Private Brands business would be completed within twelve months.  Based on preliminary bids from potential buyers of the Private Brands business, on August 7, 2015, management determined that completion of a sale of the business, at a reasonable price, within twelve months, was probable.

Based on these facts, we determined that these assets were held and used at May 31, 2015, and were held for sale at August 7, 2015, in accordance with ASC 360-10-45-9.

At May 31, 2015, the amortizing intangible assets, principally customer relationship assets, were assessed for impairment under ASC 360-10-35-17, as assets held and used. The estimated future cash flows expected to be generated from the asset group, over the life of the principal asset, on an undiscounted basis, exceeded the book value of the assets.  Accordingly, impairment was not indicated at the time.

The fair value of our indefinite-lived assets, prin

Mail Stop 4628

September 25, 2015

Via E -mail
John F. Gehring
Chief Financial Officer
Conagra Foods, Inc.
One Conagra Drive
Omaha, NE  68102

Re: Conagra Foods, Inc.
 Form 10-K for Fiscal Year Ended May 31, 2015
Filed July 17, 2015
File No. 001 -07275

Dear Mr. Gehring :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we  may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and ci rcumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended May 31, 2015

Management's Discussion and Analysis of Financial Condition a nd Results of Operations, page
17

Liquidity and Capital Resources, page 28

Sources of Liquidity and Capital, page 28

1. Disclosure on page 29 of your filing states that debt reduction is expected to remain a
component of capital allocation in the foreseeab le future.  In this connection, we note that
although your total debt balance decreased compared to the prior year, payments due
within one year increased from $76.3 million to $1.0 billion and payments due in one to
three years increased from $1.0 billion  to $2.3 billion.  Tell us how you considered
providing disclosure specifically explaining how you plan to address this change to your

John F. Gehring
Conagra Foods, Inc.
September 25, 2015
Page 2

 debt profile including with regard to the allocation of cash resources to satisfy your debt
obligations.  Refer to Item 3 03(a)(1) of Regulation S -K and section IV.D. of SEC Release
No. 33 -8350.  As part of your response, address the extent to which current year debt
repayments are expected to impact your ability to meet your working capital needs,
planned capital expenditure s, and payment of anticipated quarterly dividends.

Obligations and Commitments, page 30

2. We note the funded status of your pension plans was $(433.0) million as of May 25, 2014
and $(553.2) million as of May 31, 2015.  Please revise to provide information  regarding
the timing and amount of expected pension contributions as part of your disclosure of
contractual obligations, including explanatory language regarding the factors that could
affect your estimates of future minimum statutory funding requirements  and expected
contributions.  Refer to Item 303(a)(5) of Regulation S -K and, for further guidance,
section II.C. of SEC Release 33 -9144.

Critical Accounting Estimates, page 32

Business Combinations, Impairment of Long -Lived Assets (including property, plant and
equipment), Identifiable Intangible Assets, and Goodwill, page 35

3. During the fiscal year ended May 31, 2015, you recognized charges totaling $1.53 billion
for the impairment of goodwill in your Private Brands segment.  Disclosure in your filing
states that additional, material impairment charges may be recognized in future periods if
the future performance of one or more of the reporting units within the Private Brands
segment falls short of your expectations or if there are significant changes i n risk -
adjusted discount rates.  Please provide expanded disclosure to:
 Describe the methods and key assumptions used in determining fair value and how
the key assumptions were determined;
 Discuss the degree of uncertainty associated with the key assumptio ns; and
 Address potential events and/or changes in circumstances that could reasonably be
expected to negatively affect the key assumptions.

4. We note that you assessed the recoverability of amortizing intangible assets related to
certain reporting units wi thin your Private Brands segment, but that no impairments were
recognized as you expect to recover the carrying value.  However, you recognized
impairment charges of $43.7 million in your Private Brands segment to write -down
indefinite lived intangible ass ets.  Please tell us about the conclusions reached as of May
31, 2015 with regard to the impairment of intangible assets and describe the changes that
occurred subsequently that led to the statement in your August 13, 2015 filing on Form 8 -
K that the asset s in your Private Brands segment  are impaired.   Refer to the guidance
regarding the recognition and measurement of an impairment loss per FASB ASC 350 -
20-35 and 360 -10-35, as applicable.

John F. Gehring
Conagra Foods, Inc.
September 25, 2015
Page 3

 Notes to Consolidated Financial Statements

Note 7 – Investments in Joint Ventures, page 58

5. We note that you contributed all of the assets of ConAgra Mills in exchange for a 44%
ownership interest in the Ardent Mills joint venture.  We also note that Ardent Mills
distributed $391.4 million in cash to you as a return of ca pital.  Please describe your
accounting treatment for this transaction, including with regard to the $625.6 million gain
recognized.  Refer to FASB ASC 845 -10-25.  With your response, tell us how you
determined that your legacy milling business should be p resented as discontinued
operations pursuant to ASU 2014 -08.

Note 23 – Subsequent Events, page 90

6. Disclosure in your Form 10 -K states that you plan to sell substantially all of your Private
Brand operations, but that the planned sale did not meet the cri teria for the related assets
and liabilities to be classified as held -for-sale for the fiscal year ended May 31, 2015.  In
your August 13, 2015 filing on Form 8 -K, you state that management has determined that
assets related to your Private Brands segment are required to be classified as assets held -
for-sale.  Please provide us with an explanation for this change in your conclusion
regarding the classification of the assets related to your Private Brands segment.  With
your response, tell us whether the ope rations of your Private Brands business currently
meet the conditions to be reported in discontinued operations pursuant to ASU 2014 -08.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain th at the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commissi on or any person under the federal securities laws of the United States.

John F. Gehring
Conagra Foods, Inc.
September 25, 2015
Page 4

You may contact Sandy Eisen at (202) 551 -3864  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3311
with any other questions.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Branch Chief
Office of Natural Resources

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

CORRESP
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CORRESP

 November 29, 2011

 VIA EDGAR

 Mr. Brad Skinner, Senior Assistant Chief Accountant

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

RE:
ConAgra Foods, Inc.

Form 10-K for the fiscal year ended May 29, 2011 (“Form 10-K”)

Filed July 19, 2011

Response Letter Dated October 6, 2011

File No. 1-07275

 Dear
Mr. Skinner:

 This letter sets forth the response of ConAgra Foods, Inc. (“we” or the “Company”) to the staff’s
additional comment letter dated November 2, 2011 on the above referenced Form 10-K. We have also included the comment along with our response to aid in the review process.

 Form 10-K for the fiscal year ended May 29, 2011

 Financial Statements and
Supplementary Data, page 36

 Note 22. Business Segments and Related Information, page 79

I.
We have reviewed your response to prior comment five. Please further clarify for us why you do not believe the nine business units represent 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 determination of operating segments and segment
managers. The content of your reports and forecast spreadsheets appear to be an indication that your CODM assesses performance on a business unit basis and that, likewise, “operating activities, financial results, forecasts, [and] plans”
are 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 280-50-8.

•

 Explain to us in further detail how you considered the “final approval” of budgets by the CODM in your determination of operating
segments. Your response appears to indicate that the budgets provided to the CODM for final approval include information at the business unit level. This final approval appears to be a resource allocation decision and an indication that the business
units are operating segments.

•

 Provide us your most recent three-year strategic 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 indicated in your response.

 Response:

 FASB ASC 280-10-05-3 provides context as to the objective and basic principles of segment reporting, stating, in part, “…The method for determining what information to report is referred to as
the management approach. The management approach is based on the way that management organizes the segments within the public entity for making operating decisions and assessing performance. Consequently, the segments are evident from the
structure of the public entity’s internal organization…” (emphasis added).

 We have
determined that we have two operating segments as defined by ASC 280-10-50-1, the Consumer Foods operating segment and the Commercial Foods operating segment, and believe this approach to be consistent with the principles provided in
ASC 280-10-05-3. We do not believe the nine business units referenced in the staff’s October 6, 2011, comment letter meet the definition of operating segments as defined by ASC 280-10-50-1.

The ConAgra Foods’ chief operating decision maker (CODM) is Gary Rodkin, our Chief Executive Officer. Mr. Rodkin is responsible
for allocating resources to, and assessing the performance of, the operating segments of ConAgra Foods. Mr. Rodkin does not share this responsibility with others within the organization. Although the CODM and the company’s Board of
Directors receive information with varying levels of financial detail, we ultimately have concluded the following:

•

 The operating results regularly reviewed by the CODM to make decisions about resources to be allocated and assess performance are the operating results
of the Consumer Foods and Commercial Foods operating segments; and,

•

 There is only one set of components of ConAgra Foods for which operating segment managers are held responsible by the CODM—the Consumer Foods
operating segment and the Commercial Foods operating segment.

 In making the above determination, we note
that paragraph ASC 280-10-50-1 states, in part, “An operating segment is a component of a public entity …[whose] operating results are regularly reviewed by the public entity’s chief operating decision maker to

make decisions about resources to be allocated to the segment and assess its performance…”

 While many reports are provided to the company’s management team, including the CODM, with varying levels of financial detail in each, the operating results reviewed by the CODM for the purpose of
making decisions about allocation of resources and assessment of performance are at the Consumer Foods operating segment level and the Commercial Foods operating segment level. Typically a report serves multiple purposes and serves the needs of
multiple parties. As such, the inclusion of business unit-level information in a report regularly reviewed by the CODM does not by default mean the business unit-level information is being used by the CODM to assess performance and allocate
resources. Examples of reports regularly reviewed by the company’s CODM and also used by others within ConAgra Foods to carry out function-specific duties include, but are not limited to:

Weekly Forecast Report.     Actual and forecasted income statement information is presented only at the
Consumer Foods and Commercial Foods operating segment levels. The report is updated twice per month and provided to the CEO, CFO, CAO (chief administrative officer), Consumer Foods operating segment manager and Commercial Foods operating segment
manager. This report serves as the discussion document for recurring weekly meetings (for these individuals only) to assess/discuss performance and “course correct” where necessary. In essence, this meeting is a forum for the CODM to
identify critical issues at the Consumer Foods and Commercial Foods operating segments and discuss results and expectations with a subset of his senior leadership team, including the two individuals with direct accountability for the operating
segments. This report is generally not used by any other individuals within the company.

 Monthly Forecast
Report.     Actual and forecasted income statement information is updated once per month. Financial information is presented at the operating segment level, with supplemental information provided at the business unit level.
The report is widely distributed to multiple departments/functions, including the CODM and his senior leadership team. Functions who receive the report include accounting, financial planning and analysis, treasury, tax, legal and corporate
compensation. While the CODM receives this report regularly, the business unit information (i.e., additional detail) is not provided for the purposes of performance assessment and resource allocation decisions by the CODM, nor is this additional
detail used by the CODM for these purposes. Rather, the detailed business unit information is provided for a variety of reasons, including the facilitation of a more detailed analytical review by the company’s finance functions as well as to
support various functional department needs. For example, the tax department uses the information to update its forecast of the company’s effective tax rate calculation (i.e., business unit detail allows for estimate of legal entity impacts),
the treasury department utilizes the report to update its cash flow forecast at a business unit level, and the financial planning and analysis function utilizes the report to perform variance-related analysis for the benefit of the operating segment
managers.

 Monthly Business Review Meeting Materials.     Monthly business
review meeting materials are distributed to meeting participants. The monthly business reviews serve multiple purposes, and thus are regularly attended by many individuals including the CODM, CFO, CAO, Consumer Foods operating segment manager,
Commercial Foods operating segment manager, General Counsel, Treasurer, Controller, V.P.–Investor Relations, V.P.–Internal Audit, and Sr. V.P.–Human Resources. Business unit presidents and/or functional leads within each operating
segment attend these business reviews only when requested by the Consumer Foods or Commercial Foods operating segment manager, and do not attend on a regular basis. Purposes of the monthly business reviews include, but are not limited to, reviewing
monthly financial performance for the Consumer Foods and Commercial Foods operating segments, discussing trends that colleagues may benefit from understanding, providing cross-functional updates on significant initiatives, assisting applicable
individuals in preparing for quarterly conference calls with investors/analysts (and drafting applicable quarterly and annual financial reports), preparing for upcoming board meetings, allowing the senior leadership team visibility to talent within
the organization, and other purposes. Accordingly, the monthly business review meeting materials include information to facilitate these multiple purposes and attendees. It should be noted that discussion of operating segment results (i.e., Consumer
Foods and Commercial Foods) are led by the respective operating segment managers and visibility to business unit-level information is at the discretion of such operating segment managers. It is also important to note that to the extent business
unit-level financial information is provided, it is utilized by various functions, including the investor relations department, controller department, financial planning & analysis groups, legal function, and others to assist in performing
specific function-related responsibilities as well as preparing applicable individuals for board meetings, analyst calls, and other purposes.

 ASC 280-10-50-7 and 280-10-50-8, states, in part, “Generally, an operating segment has a segment manager who is directly accountable to and maintains regular contact with the chief operating decision
maker to discuss operating activities, financial results, forecasts, or plans for the segment…If the characteristics in paragraph 280-10-50-1 and 280-10-50-3 apply to more than one set of components of a public entity but there is only
one set for which segment managers are held responsible, that set of components constitutes the operating segments.” (emphasis added)

 The internal organization structure used by the CODM to hold operating segment managers responsible is a two-segment structure—the Consumer Foods operating segment and the Commercial Foods operating
segment. Immediately beneath the operating segment managers, are the business unit presidents. Each of the business unit presidents has a direct reporting relationship to the applicable operating segment manager and is accountable for his or her
individual business unit results. The CODM does not participate in the allocation of resources and assessment of performance at the business unit level. These tasks are performed by the Consumer Foods and Commercial Foods operating segment managers.
Examples to support this are as follows:

•

 Strategic Plan and Operating Plan targets provided by the CODM are at the Consumer Foods and Commercial Foods operating segment levels only. How these
targets are then allocated within each segment is the responsibility of each operating segment manager and the CODM is not consulted on such. For example:

o
When the fiscal 2012 to 2015 strategic plan income statement targets were set, the CODM requested the Consumer Foods operating segment manager to develop strategies to
deliver a certain level of growth over the strategic plan period and the Commercial Foods operating segment manager to develop strategies to deliver a certain level of growth over the strategic plan period. It was within the discretion of each
operating segment manager to determine the more detailed breakdown of strategies/growth by business unit. The CODM did not make or direct the business unit-related decisions.

o
When the CODM requested final profit targets for the fiscal 2012 annual operating plan (after preliminary targets were shared with him and were below his expectations),
he requested the Consumer Foods operating segment manager to deliver a portion of the higher target and the Commercial Foods operating segment manager to deliver a portion of the higher target. Again, how much each business unit within the operating
segments would contribute to such revised profit target amounts was left to the discretion of the respective operating segment managers. The CODM did not make or direct the business unit-related decisions.

•

 Capital allocation decisions within the Consumer Foods operating segment and Commercial Foods operating segment are not directed by the CODM, but
rather are directed by each operating segment manager.

o
 The company maintains a Capital Committee that reviews proposed capital projects above a certain dollar threshold. The CODM is the leader of this
committee. Projects that are brought to the Capital Committee for approval are chosen solely at the discretion of the Consumer Foods and Commercial Foods operating segment managers. These two operating segment managers are responsible for
determining capital projects within their respective operating segments and thus must select (among various requests arising out of the business units) which projects justify the request of capital from the Capital Committee. In other words, the
operating segment managers are responsible for the allocation of resources within each operating segment and the CODM does not participate in determining this allocation. Once the project is presented to the Capital Committee by

the applicable operating segment manager, the CODM leads the approval process. While the CODM may decide between a project proposed by the Consumer Foods operating segment manager and the
Commercial Foods operating segment manager, he does not direct the allocation of resources between business units.

 It is important to note that the company’s business unit “hierarchies” (i.e., how the company’s business units are organized within each operating segment) have been changed many times
over the last five years at the discretion of the Consumer Foods and Commercial Foods operating segment managers with limited, or no input by the CODM. Very recent examples of such are as follows:

•

 In the second quarter of fiscal 2012, the Consumer Foods operating segment manager consolidated his business units from five to three. This decision to
consolidate the business units was made by the Consumer Foods operating segment manager. While the CODM was advised of the changes in the structure and the rationale for such, the Consumer Foods operating segment manager was responsible for the
decision to make such changes, and the execution thereof.

•

 In the second quarter of fiscal 2012, two of the Commercial Foods operating segment business units were consolidated. In this situation, the CODM
played a similar role to the Consumer Foods operating segment example cited above.

 We believe the above
examples of business unit “hierarchy” modifications with limited, or no participation from the CODM further supports our belief and assertion that the business units are not operating segments.

It is also important to note that during fiscal 2009, the organization structure within the Consumer Foods operating segment was
significantly modified. During this period of time, each of the business unit presidents within the Consumer Foods operating segment reported directly to the CODM. As a result, the company externally reported each of the business units as oper

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

CORRESP
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Correspondence Letter

 October 6, 2011

 VIA EDGAR

 Mr. Brad Skinner, Senior Assistant Chief Accountant

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

RE:
ConAgra Foods, Inc.

Form 10-K for the fiscal year ended May 29, 2011 (“Form 10-K”)

File No. 1-07275

Dear Mr. Skinner:

 This letter sets forth
the response of ConAgra Foods, Inc. (“we” or the “Company”) to the staff’s comment letter dated September 15, 2011 on the above referenced Form 10-K. We have also included the comment along with our response to aid in
the review process.

 Form 10-K for the fiscal year ended May 29, 2011

 Financial Statements and Supplementary Data, page 36

 Note 1. Summary of Significant
Accounting Policies, page 41

 Property, Plant and Equipment, page 41

1.
We note that you sell products under a number of different brands and that you own most of the related manufacturing facilities. Please clarify for us how these
brands and facilities relate to your lowest level of identifiable cash flows that is used to recognize and measure impairment, as provided by FASB ASC 360-10-35-23.

 Response:

 We have identified the individual manufacturing facility as “the lowest
level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities,” as provided by FASB ASC 360-10-35-23. We produce multiple products under multiple brand names at most of our
manufacturing facilities. In many instances, we produce products under individual brand names in more than one facility. For example, at our Indianapolis, Indiana facility, we produce Blue Bonnet, Fleischmann’s, and Parkay
branded margarines, as well as Reddi Wip branded dairy toppings. At our Russellville, Arkansas facility, we produce frozen foods under the brands Healthy Choice and Marie Callender’s and private label frozen foods.
Accordingly, our brands are not a significant factor in determining asset groups for purposes of impairment testing.

 1

2.
In addition, please clarify for us how you consider declines in revenue as a factor for when you test the recoverability of these manufacturing facilities under FASB
ASC 360-10-35-21. As part of your response, address, for example, how you viewed the long-lived assets related to Egg Beaters and Orville Redenbacher’s which have posted sales declines for eight and five consecutive quarters, and Blue Bonnet
which posted a sales decline of 19% in fiscal 2010.

 Response:

We consider various factors, as provided by FASB ASC 360-10-35-21, in determining when to test long-lived assets for recoverability. We have considered
whether or not declines in sales of brands may indicate a current or expected “significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used…,” and we have concluded that no such
significant adverse change is indicated. We also have not experienced, and do not expect to experience, cash flow losses within any of our asset groups that are held and used.

 Specifically as it relates to the Egg Beaters, Orville Redenbacher’s, and Blue Bonnet brands, we currently generate, and our projections indicate that we will continue to
generate, significant positive cash flows from the sales of these branded products and the sales of other products produced at the relevant manufacturing facilities. As impairments are only indicated when the undiscounted expected future cash flows
are less than the recorded value of the assets, we do not believe that there are any indicators of impairment for the manufacturing facilities associated with these brands for the relevant reporting periods.

We also note that the 19% decline in sales of Blue Bonnet branded products in fiscal 2010 was due largely to the pass-through of our lower
vegetable oil costs to our customers, as the table spread category is highly price elastic. The gross profits generated from sales of Blue Bonnet table spreads actually increased by $19 million in fiscal 2010 as compared to fiscal 2009.

 Note 2. Discontinued Operations and Divestitures, page 44

3.
Please provide us an estimate of the total amount you will purchase from the Gilroy Foods & Flavors divested business over the five year agreement period.
In addition, tell us how the purchase prices contained in the agreements compare to purchase prices that could have been obtained by you from other third parties at the time the agreements were signed.

 2

 Response:

 We estimate that we will purchase a total amount of between $150 million and $200 million of ingredients from the divested Gilroy Foods & Flavors business (“Gilroy”) over the five-year
agreement period. In fiscal 2011, we purchased approximately $34 million of ingredients from Gilroy. This amounted to approximately 0.36% of our cost of goods sold for that fiscal year. We determined these amounts were not material for disclosure.

 Based on the terms of the supply agreement with Gilroy’s purchaser, we believe the ingredients to be purchased were priced at comparable
market rates at closing. For a majority of the ingredients, the pricing adjusts annually based upon the percentage change up or down in a mutually agreed upon market basket of similar goods purchased by similarly situated customers of Gilroy’s
purchaser. The remaining ingredients are to be priced based upon mutually agreed upon terms at the time of purchase. We believe this results in pricing that will remain comparable to that which we could obtain from other third parties. In
consideration of the staff comments, the Company disclosed in its Form 10-Q for the thirteen-week period ending August 28, 2011 the following (added language underscored): “In connection with the sale of this business, we entered into
agreements to purchase certain ingredients, at prices approximating market rates, from the divested business for a period of five years.”

 Note 7. Variable Interest Entities, page 51

4.
Please provide us an estimate of the purchase price under the Lamb Weston BSW put option and tell us how you considered disclosing this amount here and in the
obligations and commitments section of your filing.

 Response:

In accordance with ASC 480-10-S99, we recognize in our consolidated balance sheets, outside of permanent equity, an amount equal to the Lamb Weston BSW
put option price as if the date of the Company’s financial statements was also the redemption date for the put option. The amount recognized at May 29, 2011 was $30.9 million.

 In consideration of staff comments, the Company began disclosing in its Form 10-Q for the thirteen-week period ending August 28, 2011 (the first reporting period under which the Lamb Weston BSW put
option is exercisable) the following: “As of August 28, 2011, the price at which Ochoa had the right to put its equity interest to us was $31.3 million. This amount is presented within other liabilities in our condensed consolidated
balance sheets.” This disclosure has been included in both the footnote referenced above and the obligations and commitments section of the Form 10-Q. It is our intention to continue this disclosure in future filings with appropriate updates to
the amount of the put option price.

 3

 Note 22. Business Segments and Related Information, page 79

5. We note that you report your operations in the Consumer Foods and Commercial Foods reporting segments, and that these segments
include a number of different categories of products. To help us gain a better understanding of how the different categories of products relate to your segment presentation under FASB ASC 280-10, please:

•

 Clarify for us and in your filing whether operating segments have been aggregated, and, if applicable, provide us your analysis of the economic
characteristics of the aggregated operating segments used to support aggregation;

 Response:

We have not aggregated any operating segments in presenting our reporting segments. In our recently filed first quarter Form 10-Q for the thirteen-week
period ended August 28, 2011, we have disclosed that we do not aggregate any operating segments in presenting our reporting segments, and we intend to include such disclosure in future filings to the extent applicable.

•

 Identify for us the positions that are your chief operating decision maker and segment managers, and describe for us the factors you considered in
reaching your conclusion;

 Response:

 Attachment A provides a schematic of the applicable positions, and reporting relationships, for which you are requesting additional context:

 The chief operating decision maker is responsible for allocating resources to, and assessing the performance of, the Company’s two operating segments, Consumer Foods and Commercial Foods. Each
operating segment manager is directly accountable to the chief operating decision maker and is the primary contact with respect to discussing operating segment activities, financial results, forecasts, budgets, and other applicable items. As part of
the reporting relationship reflected above, the chief operating decision maker performs the annual performance review of each of the operating segment managers and each segment managers’ performance evaluation is largely based on the respective
operating segment and enterprise results. Finally, the president of each business unit that comprises the two operating segments reports directly to the applicable operating segment manager, with the two operating segment managers being responsible
for conducting the annual review of the performance of the respective business unit presidents.

 4

 We also note that recently, the president position of the Lamb Weston business unit (one of the business
units within the Commercial Foods operating segment) became open. The Company currently is executing against a search to identify candidates and fill the position. As a result, the Commercial Foods operating segment manager is temporarily
supplementing his current role with this position in order to ensure stability/continuity during the interim. Once the position is filled on a permanent basis, the Commercial Foods operating segment manager will relinquish these temporary duties.

•

 Describe for us your process for preparing your operating and capital expenditure budgets, including the preparation and approval steps, the
participation by your chief operating decision maker and segment managers, and the financial information used;

Response:

 The preparation processes
associated with the Company’s operating and capital expenditure budgets (“budgets”) are similar. An overview of these processes is as follows:

•
Budgets are based on a formal three-year strategic plan facilitated by corporate-level resources. These resources work with the operating segment managers in preparing
the operating segment strategic plans. Each operating segment manager is accountable for the preparation of his segment’s strategic plan which is then presented to, and reviewed by, the chief operating decision maker.

•
Once the strategic plan is approved by the chief operating decision maker (and ultimately the company’s board of directors), applicable budget targets for each
operating segment are provided to each operating segment manager in order for him to build his operating segment budgets.

•
The operating segment manager is then responsible for working with each of his business unit presidents to build “bottoms up” budgets that are consistent with
the overall operating segment targets referenced in the bullet point immediately above.

•
Once complete, each operating segment manager provides his budgets to the chief operating decision maker for final approval (with the enterprise-wide budgets ultimately
approved by the company’s board of directors). It should also be noted that once the capital budgets for each operating segment begin to be executed against, all capital projects must be approved by the applicable operating segment manager
prior to being approved by the chief operating decision maker.

 5

•
The financial information utilized in preparing the strategic plan and budgets includes, but is not limited to:

•

 historical financial results

•

 assumed future growth, inflation, etc., and

•

 financial impacts of key strategic initiatives

•

 Describe for us the process utilized by the chief operating decision maker to assess performance of your operating segments, and provide us a copy
of the financial reports and any presentations related to the assessment of the fourth quarter operating results; and

Response:

 An overview of the process
utilized by the chief operating decision maker to assess performance of the operating segments is as follows:

•
Each operating segment’s performance is assessed based on its actual results compared to applicable budgeted amounts, forecasted amounts, and the results from the
same period in the prior year.

•
Significant meetings that occurred to assess the fourth quarter of fiscal 2011 performance included:

•

 Weekly Forecast Reviews, attended by:

•

 Chief Operating Decision Maker

•

 Consumer Operating Segment Manager

•

 Commercial Operating Segment Manager

•

 Chief Financial Officer

•

 Chief Administrative Officer

•

 Monthly Business Reviews, attended by:

•

 Chief Operating Decision Maker

•

 Consumer Operating Segment Manager

•

 Commercial Operating Segment Manager

•

 Chief Financial Officer

•

 Chief Administrative Officer

•

 Representatives from functions including:

•
Accounting

•
Treasury

•
Sales

•
Supply Chain

•
Business Unit personnel, as necessary

 6

•
Investor Relations

•
Marketing

•

 Key metrics include, but are not necessarily limited to:

•

 Sales growth

•

 Gross Profit

•

 Operating Profit

•

 Profit Before Tax

•

 Earnings Per Share

•

 Working Capital Management

•

 Operating Cash Flows

 We
are supplementally providing to the staff the Company’s financial reports and presentations related to the assessment of the Company’s fiscal 2011 fourth quarter operating results described above. In accordance with Rule 12b-4 of the
Exchange Act, we will request that such materials be returned following completion of your review.

•

 Describe for us the significant resource allocation decisions made during fiscal 2011 by your chief operating decision maker.

 Response:

 Significant resource allocation decisions made/approved during fiscal 2011 by our chief operating decision maker (and as necessary by the company’s board of directors) included, but were not limited
to:

•
Fiscal 2011 Budget (e.g., net sales, gross profit, operating profit, profit before tax, earnings per share, working capital, capital expenditures, etc.)

•
Accelerated Growth Strategy (i.e., strategic growth plan focused on private label, international and higher growth branded categories)

•
Network Optimization Restructuring Plan (i.e., plan to enhance manufacturing footprint efficiency and effectiveness across both operating segments)

•
Repayment of approximately $250 million of senior long-term debt

•
Acquisition and divestiture activity, including the divestiture of a frozen handheld operation and acquisition of the American Pie business

•
Final settlement of a significant insurance claim

•
Share repurchase program of approximately $550 million

 ***

 The Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 7

•

 staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

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

 We would be willing to discuss with you any additional comments the staff may have. Please contact me at
402-240-7018 with questions or comments on

CORRESP
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corresp

ConAgra Foods, Inc.

One ConAgra Drive

Omaha, NE 68102

September 22, 2011

VIA EDGAR

Brad Skinner

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    ConAgra Foods, Inc.

Form 10-K for the Fiscal Year ended May 29, 2011 (the “Form 10-K”)

Filed July 19, 2011

Dear Mr. Skinner:

We acknowledge receipt of the Staff’s comment letter dated September 15, 2011 on the above
referenced Form 10-K. Pursuant to Lyn Rhoten’s conversation with you today, we are requesting an
extension of time for ConAgra Foods, Inc. (“ConAgra Foods”) to respond to the comment
letter until October 6, 2011.

Please
contact me at 402-240-5381 with questions or comments on this response letter.

    Very truly yours,

    /s/ John F. Gehring

    John F. Gehring

    Executive Vice President
and Chief Financial Officer

September 15, 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 File No. 001-07275

Dear Mr. Gehring:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 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 comments apply 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 these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended May 29, 2011

 Financial Statements and Supplementary Data, page 36

 Note 1.  Summary of Significan t Accounting Policies, page 41

 Property, Plant and Equipment, page 41

 1. We note that you sell products under a number of  different brands a nd that you own most
of the related manufacturing f acilities.  Please clarify fo r us how these brands and
facilities relate to your lowest level of iden tifiable cash flows that is used to recognize
and measure impairment, as provided by FASB ASC 360-10-35-23.
 2. In addition, please clarify for us how you consid er declines in revenue as a factor for
when you test the recoverability of these manufacturing facilities under FASB ASC 360-

John F. Gehring ConAgra Foods, Inc. September 15, 2011 Page 2

 10-35-21.  As part of your response, address, for example, how you viewed the long-lived
assets related to Egg Beaters and Orville Redenbacher’s whic h have posted sales declines
for eight and five consecutive quarters, and Blue Bonnet which poste d a sales decline of
19% in fiscal 2010.
Note 2.  Discontinued Operations and Divestitures, page 44

3. Please provide us an estimate of the total amount you will purchase from the Gilroy
Foods & Flavors divested business over the fi ve year agreement period.  In addition, tell
us how the purchase prices contained in the agreements compare to purchase prices that could have been obtained by you from other thir d parties at the time the agreements were
signed.
 Note 7.  Variable Interest Entities, page 51

4. Please provide us an estimate of the pur chase price under the Lamb Weston BSW put
option and tell us how you considered disclosi ng this amount here and in the obligations
and commitments section of your filing.
 Note 22.  Business Segments and Related Information, page 79

5. We note that you report your operations in the Consumer Foods and Commercial Foods
reporting segments, and that these segments in clude a number of different categories of
products.  To help us gain a better unders tanding of how the di fferent categories of
products relate to your segment presen tation under FASB ASC 280-10, please:

 Clarify for us and in your filing whether ope rating segments have been aggregated, and,
if applicable, provide us your analysis of the economic characteristics of the aggregated
operating segments used to support aggregation;

 Identify for us the positions that are your  chief operating decision maker and segment
managers, and describe for us the factors you considered in reaching your conclusion;

 Describe for us your process for prepari ng your operating and capital expenditure
budgets, including the preparati on and approval steps, the pa rticipation by your chief
operating decision maker and segment managers , and the financial information utilized;

 Describe for us the process utilized by the chief operating decision maker to assess
performance of your operating segments, and pr ovide us a copy of the financial reports
and any presentations related to the assessm ent of the fourth quarter operating results;
and
 Describe for us the significant resource al location decisions made during fiscal 2011 by
your chief operating decision maker.

John F. Gehring ConAgra Foods, Inc. September 15, 2011 Page 3

 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jennifer O’Br ien at (202) 551-3721 or Mich ael Fay at (202) 551-3812 if
you have questions regarding comments on the fina ncial statements and related matters.  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

December 7, 2010

 VIA U.S. MAIL AND FACSIMILE

 Gary M. Rodkin President and Chief Executive Officer ConAgra Foods, Inc. One ConAgra Drive Omaha, Nebraska 68102-5001
Re: ConAgra Foods, Inc.
Form 10-K for Fiscal Year Ended May 30, 2010 Filed July 22, 2010
  File No. 1-07275

Dear Mr. Rodkin:
 We have completed our review of your fili ngs and do not have any further comments at
this time.

 Sincerely,

H. Roger Schwall
Assistant Director

CORRESP
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corresp

ConAgra Foods, Inc.

One ConAgra Drive

Omaha, NE 68102

October 8, 2010

    VIA EDGAR

    Division of Corporation Finance

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549-74628

    Attention:

    H. Roger Schwall

    Sirimal R. Mukerjee

    Laura Nicholson

    RE:

    ConAgra Foods, Inc.

    Form 10-K for Fiscal Year Ended May 30, 2010

    Filed July 22, 2010

    Definitive Proxy Statement on Schedule 14A

    Filed August 9, 2010

    File No. 1-07275

Ladies and Gentlemen:

          This letter sets forth the responses of ConAgra Foods, Inc. (the “Company”) to the Staff’s
comment letter dated September 27, 2010 on the above referenced Form 10-K and Definitive Proxy
Statement on Schedule 14A. The responses in this letter are keyed to correspond to the paragraphs
of the comment letter. We have also included the comment along with our response to aid in the
review process.

Form 10-K for the Fiscal Year Ended May 30, 2010 (the “Form 10-K”)

Exhibits and Financial Statement Schedules, page 87

    1.

    Please provide the basis for not filing any customer contracts in respect of Wal-Mart Stores,
Inc. In that regard, we note your disclosure at page 6 that Wal-Mart Stores, Inc. and its
affiliates accounted for approximately 18%, 17%, and 15% of your consolidated net sales for
fiscal 2010, 2009, and 2008, respectively. See Item 601(b)(10)(ii)(B) of Regulation S-K.

    Response: The Company sells its products to Wal-Mart Stores, Inc. and its affiliates
(collectively, “Wal-Mart”) pursuant to numerous and frequent individual purchase orders

    placed by Wal-Mart. The purchase orders contain pricing and delivery terms and none of these
purchase orders individually accounted for more than 10% of the Company’s consolidated net sales
for the fiscal year ended May 30, 2010. There is no commitment for Wal-Mart to purchase from
the Company, or for the Company to sell to Wal-Mart, any minimum level of product. The Company
does not believe that the purchase orders with Wal-Mart are required to be filed as exhibits to
the Form 10-K pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K because they are ordinary
course agreements upon which the Company’s business is not substantially dependent.

Exhibits 31.1 and 31.2

    2.

    We note the use of the word “presentation” instead of “preparation” in paragraph 4(b).
Please tell us whether such replacement was a typographical error. In future filings, please
file certifications that match exactly the form set forth in Item 601(b)(31) of Regulation
S-K.

    Response: The use of the word “presentation” instead of “preparation” in paragraph 4(b)
was a typographical error. In future filings, the Company will file certifications that match
exactly the form set forth in Item 601(b)(31) of Regulation S-K.

Definitive Proxy Statement on Schedule 14A filed August 9, 2010 (the “Proxy Statement”)

Corporate Governance, page 5

Board Committees, page 8

    3.

    We note your disclosure under “Related-Party Transactions” on page 33 of your annual report
for the fiscal year ended May 30, 2010 regarding related party transactions involving one of
your directors. Please provide all of the information required by Item 404 of Regulation S-K,
including, without limitation, the name of the related person, the approximate dollar value of
the amount of the related person’s interest in the transaction and any other information
regarding the transaction or the related person in the context of the transaction that is
material to investors in light of the circumstances of the particular transaction.

    Response: The Company respectfully disagrees that disclosure is required under Item 404
of Regulation S-K. Although the Company included the disclosure found on page 33 of the Form
10-K under the heading “Related-Party Transactions,” the Company does not believe that the
relationship disclosed meets the standard for a related party transaction set forth under Item
404 of Regulation S-K. Specifically, as disclosed under the sub-heading “Director Independence”
on page 7 of the Proxy Statement, in the ordinary course of business and on an arm’s length
basis, one of the Company’s subsidiaries was a customer for environmental engineering services
from a subsidiary of an entity whose chief executive officer, Mogens C. Bay, serves on the
Company’s Board of Directors. As disclosed under the sub-heading “Related-Party Transactions”
on page 33 of the Form 10-K, payments to this

2

    firm for environmental and agricultural engineering services totaled approximately $0.3 million
in fiscal 2010. The Company, however, has determined that Mr. Bay does not have a material
direct or indirect interest in the commercial dealings between this firm and the Company’s
subsidiary. Accordingly, the Company believes that no disclosure is required under Item 404(a)
of Regulation S-K or otherwise. The Company nevertheless chose to inform investors of these
commercial dealings voluntarily as information that may be of interest to stockholders. In
future filings, the Company will modify the heading before this disclosure to help clarify that
the information is provided because the Company believes the information is of interest to
investors, although not technically required by Item 404 of Regulation S-K.

     In concluding that Item 404(a) did not require disclosure of the transaction, the Company
analyzed both (a) whether a direct or indirect interest existed and (b) if so, whether such
interest was material. The Company conducted the analysis in accordance with the Commission’s
guidance in Release No. 33-8732A (the “Adopting Release”) concerning the analysis of materiality
for purposes of Item 404(a) and considered the factors described in the Adopting Release, among
others, in evaluating the potential materiality of any interest.

     In conducting the analysis described above, the Company noted the following facts, among
others:

    •

    the total payments to the firm ($.3 million) were very small (0.002%) in
relation to the total sales of the Company ($12.7 billion in fiscal 2010);

    •

    the total payments to the firm ($.3 million) were very small (0.017%) in
relation to the total sales of the firm’s parent company ($1.8 billion in fiscal
2009); and

    •

    the transaction was not driven by the Company’s directors nor was the
transaction the driven by discussions at senior levels of the Company.

    After considering the totality of facts and circumstances, the Company concluded that,
notwithstanding Mr. Bay’s position as chief executive officer of the firm’s parent company, he
did not have a material direct or indirect interest in the transaction between the Company’s
subsidiary and the firm. As a result, detailed disclosure about the transaction is not required
under Item 404(a) of Regulation
S-K.

Executive Compensation, page 19

    4.

    We note your disclosure at page 24 regarding the factors that your Human Resources
Committee considered for fiscal 2010 when awarding incentive opportunities under the
Management Incentive Plan and performance share plan for your named executive
officers, and in determining option grant sizes. If material, please disclose for
each named executive officer the committee’s determination for 2010 with respect to
each of these factors when determining the range of payout options under your
Management Incentive Plan, the number of options granted and the number of performance
shares granted.

3

    Response: In future filings, the Company will disclose the additional information
referenced in comment 4. The following is an example of the type of additional disclosure the
Company would expect to include in future filings (immediately following the comparable
disclosure related to Mr. Rodkin). However, this example is provided based on the decision
making processes employed for fiscal 2010. Future decisions may be impacted by other
considerations and factors not mentioned here; the Company’s disclosure would be modified
accordingly.

With respect to the other named executive officers, for fiscal 2010, the
Committee reviewed a variety of factors when determining their annual and
long-term incentive opportunities.

Of the group, Mr. Sharpe received the highest overall incentive compensation
opportunities behind Mr. Rodkin in line with the Committee’s internal pay
equity analysis. These opportunities reflected the Committee’s recognition
and valuation of Mr. Sharpe’s significant responsibilities, which included
serving as the President of our Commercial Foods business (which in fiscal
2010 represented 34% of the Company’s net sales), as well as leading the
Company’s Communications and Governmental Affairs functions and Human
Resources function after Mr. Perez’s departure in December 2009. They also
reflected Mr. Sharpe’s extensive skills and prior experience in a wide
variety of roles within consumer packaged goods companies. In addition, the
Committee noted that Mr. Sharpe’s employment agreement with the Company
provides for a targeted opportunity of 100% of salary.

Messrs. Gehring and Hawaux received similar incentive compensation
opportunities under the annual and long-term programs in line with the
Committee’s internal pay equity analysis that they occupy similar positions
of responsibility after Messrs. Rodkin and Sharpe. Their incentive
compensation opportunities primarily reflected the broad and significant
scope of their responsibilities and the importance of their positions to the
Company among our named executive officers, as subjectively evaluated by the
Committee. Mr. Gehring is the Company’s Chief Financial Officer, and has
responsibility for key areas such as accounting, treasury, risk, investor
relations, corporate strategy and planning. Mr. Hawaux is the President of
Consumer Foods, an operating segment that in fiscal 2010 represented 66% of
the Company’s net sales and represents a key strategic element of our
business. He also has responsibility for our information technology
function. Given the highly transferable skills of these individuals, the
Committee also specifically considered its retention objectives in setting
their incentive compensation opportunities, and thus compared the general
reasonableness of their total incentive compensation opportunities to market
data provided by the Committee’s consultant. The Committee also considered
the fact that each officer is relatively new to his respective position, and
has a continued opportunity to grow in the position.

4

Under the Committee’s internal pay equity analysis based on scope of duties
and responsibilities, Ms. Batcheler and, prior to his separation from the
Company, Mr. Perez, were provided similar compensation opportunities at
levels slightly less than those established for the other named executive
officers. This was primarily as a result of internal equity considerations
and relevant market data confirmed for the Committee that the lower
incentive compensation opportunities were appropriate for these officers.
Similar to Messrs. Gehring and Hawaux, the Committee also considered Ms.
Batcheler’s newness to her role and her continued opportunity to grow in her
position.

The fiscal 2010 incentive compensation opportunities were made solely in the
Committee’s judgment based on its review and consideration of the factors
described above.

    5.

    We note your disclosure at page 27 regarding your Human Resources Committee’s
assessment of individual performance in connection with determining the Management
Incentive Plan payouts. If material, please disclose the committee’s assessment with respect
to the individual performance of each named executive officer.

    Response: In future filings, the Company will disclose the additional information
referenced in comment 5. The following is an example of the type of additional disclosure the
Company would expect to include in future filings (within the “Third Consideration” disclosure).
However, this example is provided based on the decision making processes employed for fiscal
2010. Future decisions may be impacted by other considerations and factors not mentioned here;
the Company’s disclosure would be modified accordingly.

The Committee concurred with Mr. Rodkin’s assessment of the Company’s
business performance during the year, and agreed with him that payouts at
levels approximating 80% of the maximum amount authorized under the PBT
performance metric would be generally appropriate prior to considering
individual performance.

Third Consideration: How Did Each Named Executive Officer Individually
Perform? The Committee generally seeks to provide actual MIP payouts to
the named executive officers at a level approximately equal to the amount
determined based on the PBT performance metric (for example, for fiscal
2010, approximately 80% of the high end of the payout range for target to
maximum PBT performance). However, the Committee discussed the individual
performance of each active named executive officer to determine whether to
award a MIP payout at a level higher than, less than or equal to that 80%
level. Mr. Rodkin’s evaluation of the individual contribution of each of
these leaders assisted the Committee in approving the specific MIP payouts.
The full Board’s evaluation of Mr. Rodkin’s performance was used in
determining his actual payout amount.

5

With respect to Messrs. Rodkin, Gehring and Sharpe, the Board (for Mr.
Rodkin) and the Committee (for Messrs. Gehring and Sharpe) determined based
on its subjective assessment that each had demonstrated individual
performance in a manner justifying a payout at the generally authorized
level. Each officer’s impact in helping to deliver the key fiscal 2010
accomplishments described on pages 20 and 21 of this section were the
material considerations for the Committee and Board in their
decision-making.

For Mr. Hawaux, Mr. Rodkin recommended a higher level of payout be
authorized, and the Committee agreed. The significant accomplishments of
the Consumer Foods segment during fiscal 2010 (some of which are described
on page 20), as well as the Company’s continued successful roll-out of new
information technology systems without issue, and Mr. Hawaux’s leadership in
helping to deliver those accomplishments, were the material considerations
for the Committee in making this decision.

With respect to Ms. Batcheler, the Committee authorized a payout that
equated to 100% of the high end of the middle payout range. Factors
considered by the Committee were achievement in controlling administrative
cost and demonstrated growth in her role as a key advisor to Mr. Rodkin,
senior management and the Company. However, her actual MIP payout amount
was actually closer to 80% of the high end of the payout range to which she
would have been entitled had the salary and MIP target provided to Ms.
Batcheler in connection with her September 2009 promotion been in effect as
of the start of fiscal 2010 (June 1, 2009). Despite his departure in
December 2009, Mr. Perez remained eligible for a MIP award payout for fiscal
2010 pursuant to the Severance Agreement. Mr. Perez’ actual MIP award
payout was subject to the Company’s achievement of the PBT performance
metric described above, as certified by the Committee, but did not take into
consideration individual performance due to his departure.

The Committee believes that the MIP awards paid to the named executive
officers for fiscal 2010 are consistent with the level of accomplishment by
the Company and the named individuals.

***

6

ConAgra Foods acknowledges that:

    •

    ConAgra Foods is responsible for the adequacy and accuracy of the disclosure in its
filings with the Commission;

    •

    Staff comments or changes to disclosures in response to Staff comments do not foreclose
the Commission from taking any action with respect to the fili

September 27, 2010

 VIA U.S. MAIL AND FACSIMILE

 Gary M. Rodkin President and Chief Executive Officer ConAgra Foods, Inc. One ConAgra Drive Omaha, Nebraska 68102-5001
Re: ConAgra Foods, Inc.
Form 10-K for Fiscal Year Ended May 30, 2010 Filed July 22, 2010 Definitive Proxy Statement on Schedule 14A Filed August 9, 2010
  File No. 1-07275

Dear Mr. Rodkin:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply 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 f ilings and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for Fiscal Year Ended May 30, 2010

 Exhibits and Financial Statement Schedules, page 87

 1. Please provide the basis for not filing any customer contracts in respect of Wal-Mart Stores, Inc.  In that regard, we note your disc losure at page 6 that Wal-Mart Stores, Inc.
and its affiliates accounted for approximat ely 18%, 17%, and 15% of your consolidated

Gary M. Rodkin
ConAgra Foods, Inc.
September 27, 2010 Page 2
net sales for fiscal 2010, 2009, and 2008, respecti vely.  See Item 601(b)(10)(ii)(B) of
Regulation S-K.

Exhibits 31.1 and 31.2

2. We note the use of the word “presentation” in stead of “preparation” in paragraph 4(b).
Please tell us whether such replacement was a typographical error.  In future filings,
please file certifications that match exactly  the form set forth in Item 601(b)(31) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed August 9, 2010

 Corporate Governance, page 5

 Board Committees, page 8

 3. We note your disclosure under “Related-Party Transactions” on page 33 of your annual report for the fiscal year ended May 30, 2010 regarding related party transactions
involving one of your directors.    Please pr ovide all of the information required by Item
404 of Regulation S-K, includi ng, without limitation, the name of the related person, the
approximate dollar value of the amount of the related person’s interest in the transaction
and any other information regarding the transact ion or the related pers on in the context of
the transaction that is material to investors in  light of the circumstan ces of the particular
transaction.
 Executive Compensation, page 19

 4. We note your disclosure at page 24 regard ing the factors that your Human Resources
Committee considered for fiscal 2010 when  awarding incentive opportunities under the
Management Incentive Plan and performan ce share plan for your named executive
officers, and in determining option grant sizes .  If material, please disclose for each
named executive officer the committee’s determ ination for 2010 with respect to each of
these factors when determining the range  of payout options under your Management
Incentive Plan, the number of options gran ted and the number of performance shares
granted.
5. We note your disclosure at page 27 rega rding your Human Resources Committee’s
assessment of individual performance in c onnection with determining the Management
Incentive Plan payouts.  If material, pleas e disclose the committee’s assessment with
respect to the individual performa nce of each named executive officer.

Gary M. Rodkin
ConAgra Foods, Inc. September 27, 2010 Page 3  Closing Comments

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Please contact Sirimal R. Mukerjee at (202) 551-3340, or in his absence, Laura Nicholson
at (202) 551-3584 or me at (202) 551-3745 with any questions.
Sincerely,

H. Roger Schwall
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010

        December 5, 2008
 By U.S. Mail and facsimile

Colleen Batcheler
Senior Vice President, General Counsel, and Corporate Secretary
ConAgra Foods, Inc. One ConAgra Drive Omaha, NE 68102-5001
 Re: ConAgra Foods, Inc.   Registration Statement on Form S-3
  File No. 333-155665   Filed November 25, 2008

Dear Ms. Batcheler:
We have limited our review of your filing to  the issues we have addressed in our
comment.  Where indicated, we think you should revise your document in response to the
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  After reviewing this info rmation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that the staff of the Division of Corporation Finance currently has
outstanding comments relating to the comp any’s Form 10-K for the fiscal year
ended May 25, 2008. We note further that your  registration statement incorporates
by reference this periodic report. All co mments relating to the staff’s open review
of your periodic filings w ill need to be resolved prior to our recommending
acceleration of effectiveness of  your registration statement.

Ms. Colleen Batcheler
ConAgra Foods, Inc.
December 5, 2008 Page 2  Closing Comments

 As appropriate, please amend your regist ration statement in response to this
comment.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a cover letter with you r amendment that keys your responses
to our comment and provide any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
    Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
 ‚ should 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 company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert this action as  a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please allow adequa te time after the filing of an amendment for

Ms. Colleen Batcheler
ConAgra Foods, Inc. December 5, 2008 Page 3  further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.   Please contact Douglas Brown at (202) 551- 3265 or in his absence, me at (202)
551-3611 with any questions.
 Sincerely,

        Anne Nguyen Parker         B r a n c h  C h i e f    cc: D. Brown  Guy Lawson (402) 952-1802

CORRESP
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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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        February 20, 2009
  Mr. John F. Gehring Executive Vice President and Chief Financial Officer ConAgra Foods, Inc. One ConAgra Drive Omaha, NE 68102 - 5001

 Re: ConAgra Foods, Inc.
  Form 10-K for the Fiscal Year Ended May 25, 2008   Filed July 23, 2008   File No. 1-07275

Dear Mr. Gehring:
We have completed our review of your 2008 Form 10-K, and do not, at this time,
have any further comments.                   S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

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Correspondence

 ConAgra Foods, Inc.

 One ConAgra Drive

 Omaha, NE 68102

 January 15, 2009

 VIA EDGAR

 Mark A. Wojciechowski

 Staff Accountant

 Division of Corporation Finance

 United States 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 25, 2008 (the “Form 10-K”)

 Filed July 23, 2008

 Response letter dated November 21, 2008

 File No. 1-07275

 Dear Mr. Wojciechowski:

 This letter sets forth the responses of ConAgra Foods, Inc. (the “Company”) to the Staff’s comment letter dated December 17, 2008 on the above referenced Form 10-K. The responses in this letter are keyed to correspond to
the paragraphs of the comment letter. We have also included the comment along with our response to aid in the review process.

 Form 10-K for the Fiscal
Year Ended May 25, 2008

 Notes to Consolidated Financial Statements

 Note 1 – Summary of Significant Accounting Policies

 Inventories, page 48

1.
Your response to comment number one of our letter dated November 10, 2008 explains that the inventories carried at market value include agricultural commodity inventories
related to your agricultural trading, merchandising and processing businesses, and that as of May 25, 2008, such commodity inventories were reflected both in “inventory” and in “assets held for sale”. Please quantify for us
the amount of inventory carried at market value reflected in inventory and assets held for sale as of May 25, 2008, and as of your quarterly period ended August 24, 2008. Please also clarify for us if all your inventory carried at market
value was sold along with your agricultural trading, merchandising and processing businesses in June 2008. If not, please explain to us what remaining inventory is carried at market value.

 1

 Response:

 The
following table quantifies amounts of inventory, according to carrying method, in the Company’s balance sheets as of May 25, 2008 and August 24, 2008:

 (dollars in millions)

May 25,
2008

August 24,
2008

 Inventory carried at market value included in current assets held for sale

$
643.3

$
 -0-

 Inventories carried at lower of cost or market value

$
1,719.0

$
1,402.9

 Inventories carried at market value

212.5

222.2

 Total Inventories

$
1,931.5

$
1,625.1

 The commodity inventories carried at market value that are reflected in current assets held for sale were divested
along with the Company’s commodity trading and merchandising operations in June 2008. As of each date shown, the amounts reflected in inventories carried at market value represent agricultural commodities held by the Company’s flour
milling business. The Company continues to own and operate the flour milling business.

2.
Please tell us where in your statements of earnings and cash flows the market value change in inventory is reported, and quantify the amount of such change for the year ended
May 25, 2008, and for the quarterly period ended August 24, 2008.

 Response:

 For each period referenced, the Company reflected changes in the market values of inventories within cost of goods sold for its continuing operations. For each period
referenced, the Company reflected changes in the market values of inventories within income from discontinued operations for the Company’s commodity trading and merchandising business. The disposition was completed in June 2008. There is no net
impact to the Company’s statements of cash flows from unrealized gains and losses recognized as a result of marking inventories to market, as any such gains and losses included in net income are offset within operating cash flows by the change
in inventory balance. Realized gains and losses resulting from the sale of inventory are included in operating cash flows.

 The Company is unable to
quantify the amount of unrealized gains or losses recognized in income for the year ended May 25, 2008, and for the quarterly period ended August 24, 2008. Due to the reasons set forth in our letter dated November 21, 2008, the
Company’s systems are not designed to track approximate costs of inventory balances. As such, it is not possible to distinguish the unrealized gains or losses from marking inventories to market from the realized gains or losses resulting from
the ultimate sale of inventories to third parties.

 2

3.
We note your response indicates that grain is received into and issued from storage silos often over a period of several years. Please clarify this portion of your response and
tell us if any of your inventories are classified as long-term.

 Response:

 The Company’s agricultural commodity inventories are made up of interchangeable units. Portions of the inventory held in a given silo may be removed and either
shipped to third party customers of the now divested trading and merchandising business or processed by the Company’s flour milling operations. Inventory subsequently received may be stored in the same silo. These receipts and shipments of
inventory may occur many times over a period of years without ever fully emptying a silo. While it is possible that a physical unit is held in inventory for greater than one year, it is not possible to identify such units as the inventory is, as
noted above, interchangeable. However, the total quantity of a given commodity inventory turns more than once per year. Accordingly, all commodity inventories are classified as current assets in the Company’s balance sheets.

 ***

 3

 ConAgra Foods acknowledges that:

•

 ConAgra Foods is responsible for the adequacy and accuracy of the disclosure in its filing with the Commission;

•

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 ConAgra Foods may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 We would be willing to discuss with you any additional comments the Staff may have. Please contact me at 402-595-5381 with
questions or comments on this response letter.

Very truly yours,

 /s/ John F. Gehring, Jr.

John F. Gehring, Jr.

Senior Vice President and Corporate Controller

cc:
Andre Hawaux

 (Executive Vice President, Chief Financial
Officer, ConAgra Foods, Inc.)

 Colleen Batcheler

 (Senior Vice President, General Counsel and Corporate Secretary, ConAgra Foods, Inc.)

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Correspondence

 ConAgra Foods, Inc.

 One ConAgra Drive

 Omaha, NE 68102

 January 6, 2009

 VIA EDGAR

 Mark A. Wojciechowski

 Staff Accountant

 Division of Corporation Finance

 United States 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 25, 2008 (the “Form 10-K”)

Filed July 23, 2008

Response letter dated November 21, 2008

File No. 1-07275

 Dear Mr. Wojciechowski:

 We acknowledge receipt of the Staff’s comment letter dated December 17, 2008 on the above referenced Form 10-K and in response to our letter dated
November 21, 2008. Pursuant to your conversation with Lyn Rhoten, we are requesting an extension of time for ConAgra Foods, Inc. (“ConAgra Foods”) to respond to the comment letter until January 16, 2009. Due to what
appears to have been a technical problem that neither ConAgra Foods nor the Staff was aware of, the Company did not receive the Staff’s comment letter dated December 17, 2008 until January 5, 2009.

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

Very truly yours,

 /s/ Colleen Batcheler

Colleen Batcheler

 Senior Vice President, General Counsel and Corporate Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        December 17, 2008
  Mr. André J. Hawaux Executive Vice President and Chief Financial Officer ConAgra Foods, Inc. One ConAgra Drive Omaha, NE 68102 - 5001

 Re: ConAgra Foods, Inc.
  Form 10-K for the Fiscal Year Ended May 25, 2008   Filed July 23, 2008   Response letter dated November 21, 2008
File No. 1-07275

Dear Mr. Hawaux:
We have reviewed your filings  and response letter dated November 21, 2008 and
have the following comments.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  Form 10-K for the Fiscal Year Ended May 25, 2008

 Notes to Consolidated Financial Statements

 Note 1 – Summary of Significant Accounting Policies

Inventories, page 48

1. Your response to comment number one of our letter dated November 10, 2008 explains that the inventories carried at market value include agricultural commodity inventories related to your agricultural trading, merchandising and processing businesses, and that as of May 25, 2008, such commodity inventories were reflected both in “inventory” and in “assets held for sale”.  Please quantity for us the amount of inventory carried at market value reflected in inventory and assets held for sale as of May 25, 2008, and as of your quarterly period ended August 24, 2008.  Please also clarify for us if all your inventory carried at market value was sold along with your agricultural trading, merchandising and processing businesses in June 2008.  If not, please explain to us what remaining inventory is carried at market value.

Mr. André J. Hawaux
ConAgra Foods, Inc. December 17, 2008 Page 2

 2. Please tell us where in your statements of earnings and cash flows the market value change in inventory is reported, and quantify the amount of such change for the year ended May 25, 2008, and for the quarterly period ended August 24, 2008.
 3. We note your response indicates that grain is received into and issued from storage silos often over a period of several years.  Please clarify this portion of your response and tell us if any of your inventories are classified as long-term.

Closing Comments

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
 You may contact Mark Wojciechowski at (202) 551-3759, or in his absence, Kevin
Stertzel at (202) 551-3723 if you have ques tions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-3683 with any other questions.             S i n c e r e l y ,              Jill S. Davis         B r a n c h  C h i e f

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Correspondence

 ConAgra Foods, Inc.

 One ConAgra Drive

 Omaha, NE 68102

 November 21, 2008

 Mark A. Wojciechowski, Staff Accountant

 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 25, 2008 (“Form 10-K”)

Filed July 23, 2008

File No. 1-07275

 Dear Mr. Wojciechowski:

 This letter sets forth the response of ConAgra Foods, Inc. (“we” or the “Company”) to the Staff’s comment letter dated November 10, 2008 on the above referenced Form 10-K. We have also included the comment
along with our response to aid in the review process.

 Form 10-K for the fiscal year ended May 25, 2008

 Notes to Consolidated Financial Statements

 Note 1 – Summary
of Significant Accounting Policies

 Inventories, page 48

1.
We note your disclosure that you principally use the lower of cost or market for valuing inventories other than merchandisable agricultural commodities, such as grain, flour, and
major feed ingredient inventories which are principally stated at market value. Please tell us the specific accounting literature you believe permits you to value such inventories at market value. Please also tell us if you are applying certain
literature by analogy, and if applicable, why you believe the analogy is appropriate.

 Response:

 The inventories carried at market value include agricultural commodity inventories related to our agricultural trading, merchandising and processing businesses. As of
May 25, 2008, such commodity inventories were reflected both in “inventory” and in “assets held for sale” in the Company’s balance sheets. The Company, as well as all of the other significant participants in these
agricultural commodities trading and processing businesses, as a matter of industry practice consistently applied for many years, have accounted for these agricultural commodity inventories at market value. These commodity inventories are stated at
market value under the provisions of ARB 43, Chapter 4, Statement 9, which states:

 “Only in exceptional cases may inventories properly
be stated above cost. For example, precious metals having a fixed monetary value with no substantial cost of marketing may be stated at such monetary value; any other exceptions must be justifiable by inability to determine appropriate approximate
costs, immediate marketability at quoted market price, and the characteristic of unit interchangeability.”

 1

 The Discussion of Statement 9 states:

 “It is generally recognized that income accrues only at the time of sale, and that gains may not be anticipated by reflecting assets at their current sales prices. For certain articles, however, exceptions are
permissible. Inventories of gold and silver, when there is an effective government-controlled market at a fixed monetary value, are ordinarily reflected at selling prices. A similar treatment is not uncommon for inventories representing
agricultural, mineral, and other products, units of which are interchangeable and have an immediate marketability at quoted prices and for which appropriate costs may be difficult to obtain.”

 As is stated in the discussion of Statement 9, it is common practice to record agricultural commodity inventories at fair market value. The Company’s position is
that the Committee on Accounting Procedure, through its reference to such accounting practice, was implicitly conceding that the required criteria for recording inventories at market value for such commodity inventories were met. The Company’s
analysis of each of these criteria for the grain and flour inventories in question follows:

1.
Inability to determine appropriate approximate costs – Despite the existence of modern accounting software, there are many obstacles to assigning historical cost to
units of grain, flour, and feed ingredients inventory and appropriately relieving such costs upon sale of inventory.

a.
In the grain merchandising industry, grain is held in large storage facilities, often with Company-owned grain and third party-owned grain in the same bins with nothing to
physically distinguish between the inventory owned by one party or another.

b.
 When grain inventory is received, whether from a grain producer or another grain merchandiser, it is assigned a grade based on the quality of the grain, moisture
content, and the degree of foreign matter present. The fair market value of the grain is in part based upon the grade and type. It is routine practice within the industry to blend grain of different grades and types in order to maximize the quantity
of higher-grade inventory, which will result in greater sales prices. There is no way to determine the actual amount of one grade mixed with another grade to produce an

 2

improved blended grade of inventory, or even whether the inventory being blended was originally purchased by the Company or was third-party owned inventory.
Similarly, in certain agricultural processing industries, such as the flour milling industry, it is common practice to blend grain of different grades in order to maximize the quantity of grain that can be further processed into flour. Grain is
received into and issued from storage silos, often over a period of several years, with the silo seldom being completely emptied. If one attempted to determine cost under the average cost method, this would require tracking an accumulation of
inventory acquired, blended, and partially utilized over many years, thereby resulting in a cost that is not representative of an average cost over a reasonable business cycle. The fact that varied grades of grain are continuously blended to produce
different grades of grain precludes reasonable application of a FIFO method of inventory costing.

c.
These businesses create value through the procurement and sale of commodity products, and the effective operation of these businesses is dependent on the tracking and management of
commodity inventory market values, which can fluctuate significantly. All procurement and sales transactions are negotiated and settled based upon market values of the commodities. Inventory cost information, therefore, is not relevant to the
profitable operations of these businesses.

d.
Although it is possible that the technical capability exists to design accounting software to track inventory costs in these industries, to our knowledge, such accounting systems
have not been developed for, marketed to, or implemented by participants in these industries. As a result, development and implementation of such systems and software applications to track inventory cost would be impractical.

2.
Immediate marketability at quoted market price – Market prices are readily available from various boards of trade with ample data with which to factor in basis
differences between various Company-owned storage locations.

3.
The characteristic of unit interchangeability – Grain, flour, and feed stock inventories are clearly commodities for which quantities of various quality grades are
interchangeable.

 Based on these factors, the Company concludes that grain inventories constitute one of the “exceptional cases”
which continue to meet the criteria required by ARB 43 for recording inventories at fair market value.

 The Company also believes additional support exists
in analogous literature. Specifically, the AICPA’s Audit and Accounting Guide for Agricultural Producers and Agricultural Cooperatives, paragraph 5.02, provides that “inventories of harvested crops…may be valued at the lower of
cost-or-market or, in accordance with established industry practice, at sales price less estimated costs of disposal, when…1) the product has a reliable, readily determinable, and realizable market price, 2) the product has relatively
insignificant and predictable costs of disposal, and 3) the product is available for immediate delivery.”

 3

 The Company’s analysis of each of these criteria for the grain and flour inventories in question follows:

1.
The product has a reliable, readily determinable, and realizable market price – As noted above, market prices are readily available from various boards of trade
with ample data with which to factor in basis differences between various Company-owned storage locations.

2.
The product has relatively insignificant and predictable costs of disposal – Disposal costs consist principally of freight and commission costs which clearly meet these
criteria.

3.
The product is available for immediate delivery – The Company’s inventories are maintained in a condition that would allow for immediate delivery.

 Based on the inventory characteristics and factors described above, the Company believes each of these criteria is clearly met. The Company
acknowledges that its grain merchandising business and flour milling business do not meet the definition of an agricultural producer, per the guide. However, the Company believes that in addition to the direct applicability of ARB 43 cited above,
the application, by analogy, of the aforementioned Audit and Accounting Guide, is also appropriate due to the following factors:

1.
The creation of value for producers’ businesses and for the Company’s operations are both dependent on effective tracking and management of inventory market values; and

2.
The economic characteristics of the Company’s inventories are very similar to those of agricultural producers.

 Finally, the Company notes that the Financial Accounting Standards Board has an ongoing project, in connection with the proposed FASB Staff Position, Amendment of the
Inventory Provisions of Chapter 4 of ARB No. 43. The Company continues to monitor this project and expects to timely consider and implement appropriate changes to its accounting policies and procedures, if required, once the outcome of the
project is finalized.

 ***

 ConAgra Foods acknowledges that:

•

 the adequacy and accuracy of the disclosure in its filing with the Commission is the responsibility of the Company;

 4

•

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 We would be willing to discuss with you any additional comments the Staff may have. Please contact me at 402-595-5381 with
questions or comments on this response letter.

Very truly yours,

 /s/ John F. Gehring, Jr.

John F. Gehring, Jr.

Senior Vice President and Corporate Controller (Principal Accounting Officer)

cc:

Andre Hawaux

(Executive Vice President, Chief Financial Officer, ConAgra Foods, Inc.)

Colleen Batcheler

(Senior Vice President, General Counsel and Corporate Secretary, ConAgra Foods, Inc.)

 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

 March 27, 2008
Mr. Gary Rodkin  Chief Executive Officer ConAgra Foods, Inc. One ConAgra Drive Omaha, NE 68102-5001

  RE: ConAgra Foods, Inc.   Form 10-K for the Fiscal Year Ended May 25, 2007   Filed July 25, 2007   Schedule 14A   Filed August 17, 2007   Response Letter Dated February 15, 2008   File No. 1-07275

Dear Mr. Rodkin:    We have completed our review of your Form 10-K and related filings and have no further comments at this time.

Sincerely,

Anne N. Parker Branch Chief

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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

        1

        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

        2

        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

        3

        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:

        4

        “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

        5

                        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:

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        June 8, 2007

Mr. André Hawaux
Chief Financial Officer
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102

 Re: ConAgra Foods, Inc.
  Form 10-K for Fiscal Year Ended May 28, 2006
Filed July 28, 2006
File No. 1-7275

Dear Mr. Hawaux:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 ConAgra Foods, Inc.

 One ConAgra Drive

 Omaha, NE 68116

 June 5, 2007

 Jill S. Davis

 Division of Corporation Finance

 Securities and Exchange Commission

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

 Washington, D.C. 20549-7010

 RE:

ConAgra Foods, Inc.

Form 10-K for the year ended May 28, 2006 (the “Form 10-K”)

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

File No. 1-7275

 Dear Ms. Davis:

 This letter sets forth the responses of ConAgra Foods, Inc. (the “Company”) to the Staff’s comment letter dated May 22, 2007 on the above referenced Form 10-K and Form 10-Q. 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.

 Form 10-K for the Fiscal Year Ended May 28, 2006

 Controls and Procedures, page 90

1.
We note your statement that “Except for the changes related to the remediated material weakness described above, there has been no change during the Company’s fiscal
quarter ended May 28, 2006 in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.” Please revise your disclosure to state clearly, if correct, that there were changes in your internal control over financial reporting that occurred during this quarter that
have materially affected, or are reasonably likely to materially affect, your internal control over financial reporting.

 Response: We
confirm that during the fourth quarter of fiscal 2006 there were changes in the Company’s internal control over financial reporting that occurred which materially affected, or were reasonably likely to materially affect, the Company’s
internal control over financial reporting. However, it is the Company’s position that an amendment to the Form 10-K at this time would not provide additional clarity for investors.

 1

 The Company’s disclosure in Item 9A of the Form 10-K identified the details of the remediation plan related to
the Company’s material weakness in internal control over financial reporting related to accounting for income taxes. The plan was introduced with the statement that management took these steps “Throughout the Company’s 2006 fiscal
year”. The Item 9A disclosure then noted that “Except for changes … described above”, there were no changes to the Company’s internal control over financial reporting during the fourth quarter that materially affected
or were reasonably likely to materially affect the Company’s internal control over financial reporting. We believe that a reader would understand from this disclosure that there were changes to the Company’s internal control during the
fourth quarter that met the standard for disclosure.

 Further, we note that as disclosed in the Form 10-K, the Company removed the material weakness as of
the 2006 fiscal year end. The Company is a complete fiscal year removed from the successful remediation of the material weakness and is now preparing its Form 10-K for the recently completed 2007 fiscal year (which ended May 27, 2007).

 We ask for Staff concurrence that we may apply this comment, to the extent applicable, to future filings in lieu of amending the Form 10-K.

 Form 10-Q for the Fiscal Quarter Ended February 25, 2007

 Controls and Procedures, page 57

2.
You state that there were no “significant changes” in your internal control over financial reporting. Please note that Item 308(c) of Regulation S-K requires that you
disclose any change in your internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that has
“materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.” See also paragraph 4(d) of your Exhibits 31.1 and 31.2. Please review your disclosure and
revise as appropriate.

 Response: We supplementally advise the Staff that there were no changes in the Company’s internal control
over financial reporting in the third quarter of fiscal 2007 that materially affected or were reasonably likely to materially affect the Company’s internal control over financial reporting. We request Staff concurrence that we may apply this
comment in future filings in lieu of amending the Form 10-Q.

 ***

 2

 ConAgra Foods acknowledges that:

•

 the adequacy and accuracy of the disclosure in its filing with the Commission is the responsibility of the Company;

•

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 ConAgra Foods may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 We would be willing to discuss with you any additional comments the Staff may have. Please contact me at 402-595-4583 with
questions or comments on this response letter.

Very truly yours,

 /s/ Colleen Batcheler

 Colleen Batcheler

 Vice President, Chief Securities Counsel and Corporate Secretary

 cc:

Andre Hawaux

(Executive Vice President, Chief Financial Officer, ConAgra Foods, Inc.)

Rob Sharpe

(Executive Vice President, Legal & External Affairs, ConAgra Foods, Inc.)

John Gehring

(Senior Vice President, Controller, ConAgra Foods, Inc.)

 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        May 22, 2007

Mr. André Hawaux
Chief Financial Officer
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102

 Re: ConAgra Foods, Inc.
  Form 10-K for Fiscal Year Ended May 28, 2006
Filed July 28, 2006
  Form 10-Q for Fiscal Quarter Ended February 25, 2007
Filed April 5, 2007
  File No. 1-7275

Dear Mr. Hawaux:

We have reviewed your filings and have the following comments.  We have
limited our review of your filings to those issues we have addressed in our comments.
Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. André Hawaux
ConAgra Foods, Inc.
May 22, 2007 Page 2

Form 10-K for the Fiscal Year Ended May 28, 2006

Controls and Procedures, page 90

1. We note your statement that “Except for the changes related to the remediated material weakness described above, there has been no change during the Company’s fiscal quarter ended May 28, 2006 in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.”  Please revise your disclosure to state clearly, if correct, that there were changes in
your internal control over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to materially affect, your internal control over financial reporting.

Form 10-Q for the Fiscal Quarter Ended February 25, 2007

Controls and Procedures, page 57

2. You state that there were no “significant changes” in your internal control over financial reporting.  Please note that Item  308(c) of Regulation S-K requires that
you disclose
any change in your internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that has “materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.”  See also paragraph 4(d) of your Exhibits 31.1 and 31.2.  Please review your disclosure and revise as appropriate.

Closing Comments

 As appropriate, please amend your filings and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its

Mr. André Hawaux
ConAgra Foods, Inc.
May 22, 2007 Page 3

management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

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

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Jennifer Goeken at (202) 551-3721 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        March 8, 2006

Frank S. Sklarsky
Chief Financial Officer
Conagra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102-5001

 Re: Conagra Foods, Inc .
  Form 10-K for Fiscal Year Ended May 29, 2005
  Filed August 12, 2005
Form 10-Q for Fiscal Quarters Ended August 28, 2005 and November
27, 2005
Filed October 7, 2005 and January 6, 2006
  Response Letter Dated February 13, 2006
File No. 1-7275

Dear Mr. Frank S. Sklarsky:

We have reviewed your filings and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.
Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Form 10-K for the Fiscal Year Ended May 29, 2005

Financial Statements

Note 2, Discontinued Operations and Divestitures, page 51

1. We note from your response to prior comment five that the PPC shares you
received were contractually restricted so  that you could not sell any portion of the
shares within one year.  We further note your statement that with “the consent of PPC, these restrictions could be waived.”   Confirm, if true, that you could not
terminate this restriction by contract or otherwise to cause the requirement to be met within one year, as stipulated by footnote 2 to SFAS 115 or otherwise advise.

Frank S. Sklarsky
Conagra Foods, Inc.
March 8, 2006 page 2

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

You may contact Jonathan Duersch at (202) 551-3719 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                      McGrath North Mullin & Kratz, PC LLO
                           3700 First National Tower
                               1601 Dodge Street
                                Omaha, NE 68102

                                 March 17, 2006

Jill S. Davis
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.W., Stop 7010
Washington, D.C. 20549

     RE:  ConAgra  Foods,  Inc.
          Form 10-K for the year ended May 29, 2005
          Forms 10-Q for the quarterly periods ended August 28, 2005 and
            November 27, 2005
          ConAgra Foods Response Letter Dated February 13, 2006 to Staff's
          Comment Letter dated January 25, 2006
          File number 1-7275

Dear Ms. Davis:

     This letter sets forth ConAgra Foods'  response with respect to the Staff's
comment  letter  dated  March 8, 2006 on ConAgra  Foods'  Form 10-K for the year
ended May 29,  2005,  Forms 10-Q for the  quarters  ended  August  28,  2005 and
November 27, 2005 and ConAgra Foods'  response letter dated February 13, 2006 to
the Staff's comment letter dated January 25, 2006. The numbered response in this
letter corresponds to the numbered paragraph of the comment letter. We have also
included the comment along with ConAgra  Foods'  response for the comment to aid
in the review process.

Form 10-K, Year Ended May 29, 2005

Financial Statements

Note 2, Discontinued Operations and Divestitures, page 51

     1.   We note from your  response to prior  comment five that the PPC shares
          you received were contractually  restricted so that you could not sell
          any  portion of the  shares  within  one year.  We  further  note your
          statement that with "the consent of PPC, these  restrictions  could be
          waived."  Confirm,   if  true,  that  you  could  not  terminate  this
          restriction  by contract or otherwise to cause the  requirement  to be
          met  within  one year,  as  stipulated  by  footnote  2 to SFAS 115 or
          otherwise advise.

Response:

The company confirms that it could not terminate the aforementioned  restriction
of its ability to sell shares of Pilgrim's Pride Corporation ("PPC") by contract
or  otherwise  without the consent of PPC.  PPC had not  provided its consent to
waive the  restrictions  at the time of the  original  transaction  in which the
shares of PPC were received.  During the third quarter of fiscal 2005, when such
consent  was  received  for a total of ten  million  shares of PPC,  the company
recharacterized  that portion of its  investment  in PPC for which the period of
restriction  had  been  reduced  to a  period  of  less  than  one  year  from a
cost-method investment to an available-for-sale security in accordance with SFAS
No. 115. During the first quarter of fiscal 2006, the company  received a waiver
of these  restrictions for the remaining 15.4 million shares of PPC and sold the
shares shortly thereafter.

                                      . . .

     The company  acknowledges  that the adequacy and accuracy of the disclosure
in its filing with the  Commission  is the  responsibility  of the company.  The
company  acknowledges  that Staff comments or changes to disclosures in response
to Staff  comments do not foreclose the  Commission  from taking any action with
respect to the filing. The company also acknowledges that Staff comments may not
be asserted as a defense in any  proceeding  initiated by the  Commission or any
person under the federal securities laws of the United States.

     We appreciate  the Staff's  assistance in this process and would be willing
to discuss with you at your earliest  convenience  any  additional  comments the
Staff may have.  Please  contact Dave  Hefflinger or Guy Lawson at  402-341-3070
with questions or comments on this response letter.

                                          Very truly yours,

                                             /s/ Guy Lawson

                                          Guy Lawson

GL:mlw
cc:    Frank Sklarsky
       (Executive Vice President, Chief Financial Officer, ConAgra Foods, Inc.)

       Rob Sharpe
       (Executive Vice President, Legal & External Affairs, ConAgra Foods, Inc.)

       John Gehring
       (Senior Vice President, Controller, ConAgra Foods, Inc.)

       Steven G. Butler
       (Chairman of the Audit Committee, ConAgra Foods, Inc.)

       David Hefflinger (McGrath North Mullin & Kratz, PC LLO)

       Roger Wells (McGrath North Mullin & Kratz, PC LLO)

       Joseph Bagel (KPMG, LLP)

       Trevor Barton (Deloitte & Touche LLP)

</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010
        January 25, 2006

Frank S. Sklarsky
Chief Financial Officer
Conagra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102-5001

 Re: Conagra Foods, Inc .
  Form 10-K for Fiscal Year Ended May 29, 2005
  Filed August 12, 2005
Form 10-Q for Fiscal Quarters Ended August 28, 2005 and November
27, 2005
Filed October 7, 2005 and January 6, 2006
  File No. 1-7275

Dear Mr. Frank S. Sklarsky:

We have reviewed your filings and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.
Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

  Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended May 29, 2005

Frank S. Sklarsky
Chief  Financial Of ficer
January 25, 2006
page 2

Financial Statements

Note 1, Summary of Significant Accounting Policies, page 45

Investments in Unconsolidated Subsidiaries, page 45

1. Please expand your disclosure with respect to your equity method investments to
address each of the following:

• Describe how you assess and determine impairment of your equity method investments.

• Disclose the name of each equity method investee and your percentage ownership in each.  Please ensure that you provide all other disclosures as
required by paragraph 20 of APB 18 or tell us why this literature would not
apply.

• Please cite the authoritative literature that you relied upon to present the pre-tax impairment charges within the line item Equity method investment
earnings (loss) in the statement of earnings.

Asset Retirement Obligations and Environmental Liabilities, page 46

2. Please include a reconciliation of your asset retirement obligation as required by
paragraph 22(c) of SFAS 143 or tell us why this literature would not apply.

Stock-Based Compensation, page 47

3. We note that you have historically applied APB 25 in accounting for your stock-based compensation arrangements.  We further note that these arrangements
include variable type arrangements, such as phantom stock and restricted share
equivalent issuances.  Please expand your policy disclosure to clarify how you measure compensation expense subsequent to the initial measurement date and
which compensation arrangements require re-measurement.

Recently Issued Accounting Pronouncements, page 50

4. We note your disclosure that you are currently evaluating the impact that adoption
of SFAS 123(R) will have on your financial statements.  Please tell us why you
are unable to come to a general conclusion of the likely effect of this standard

Frank S. Sklarsky
Chief  Financial Of ficer
January 25, 2006
page 3

given that you have compensation arrangements that fall within the scope of
SFAS 123(R).

Note 2, Discontinued Operations and Divestitures, page 51

5. We note that you received 25.4 million shares of Pilgrim’s Pride Corporation (PPC) common stock through the divestiture of your chicken business.  Based on
the disclosures you have provided, please address the following items:

• Disclose your ownership percentage in these shares and indicate the level of
control of PPC that you retained at each balance sheet date presented.  We
would expect your consideration of control influence to include all contracts
you have with PPC.

• Confirm, if true, that you recorded these shares under the cost method of accounting or otherwise advise.  Please cite the authoritative literature you
relied upon to support your accounting methodology.

• Confirm, if true, that you classified  your investment in PPC shares as
available-for-sale or otherwise advise.  Please cite the authoritative literature you relied upon as the basis for your classification.

• Confirm, if true, that you were not restricted from selling these shares
subsequent to your receipt of them as part of the divestiture or otherwise
advise.

• Include the disclosures required by paragraph 19 of SFAS 115.

• Tell us whether or not your intent was to sell your interest in the PPC shares at
May 29, 2005.  In this regard, please describe any outstanding arrangements
you had that may have provided for the sale of those shares, including
contracts and put or call options.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after reviewing your
amendment and responses to our comments.

Frank S. Sklarsky
Chief  Financial Of ficer
January 25, 2006
page 4

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under
the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

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

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Jonathan Duersch at (202) 551-3719 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                      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

                                         February 13, 2006

Jill S. Davis
Division of Corporation Finance
Securities and Exchange Division
100 F Street, N.W., Stop 7010
Washington, D.C. 20549

         RE:      ConAgra Foods, Inc.
                  Form 10-K for the year ended May 29, 2005
                  Forms 10-Q for the quarterly periods ended August 28, 2005 and
                  November 27, 2005
                  File number 1-7275

Dear Ms. Davis:

     This letter sets forth ConAgra Foods' responses with respect to the staff's
comment  letter dated January 25, 2006 on ConAgra  Foods' Form 10-K for the year
ended May 29,  2005 and Forms 10-Q for the  quarters  ended  August 28, 2005 and
November 27,  2005.  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 in the  review
process.

Form 10-K, Year Ended May 29, 2005

Financial Statements

Note 1, Summary of Significant Accounting Policies, page 45

Investments in Unconsolidated Subsidiaries, page 45

1.   Please  expand  your   disclosure   with  respect  to  your  equity  method
     investments to address each of the following:

     o    Describe how you assess and determine impairment of your equity method
          investments.

     o    Disclose the name of each equity method  investee and your  percentage
          ownership  in  each.   Please   ensure  that  you  provide  all  other
          disclosures  as required by paragraph 20 of APB 18 or tell us why this
          literature would not apply.

     o    Please  cite the  authoritative  literature  that you  relied  upon to
          present the  pre-tax  impairment  charges  within the line item Equity
          method investment earnings (loss) in the statement of earnings.

Response:

The company  believes it has  historically  provided  adequate  disclosures with
respect to its  methodology  to assess and measure  impairment  of equity method
investments.  Specifically,  the company  disclosed  in its Form 10-K for fiscal
year 2005, Note 7, Asset  Impairments and Casualty Loss, that the "extent of the
impairments  was  determined   based  upon  the  company's   assessment  of  the
recoverability  of its  investments,  including an assessment of the  investee's
ability to sustain  earnings  which  would  justify the  carrying  amount of the
investments."  However, in response to the Staff's comment, the company proposes
to  expand  its  disclosures  regarding  the  company's  considerations  in  its
assessment and determination of impairments of equity method investments in Note
1, Summary of  Significant  Accounting  Policies,  beginning  with the company's
Quarterly Report on Form 10-Q for the fiscal quarter ended February 26, 2006, as
follows:

Investments  in  Unconsolidated  Subsidiaries  -  The  investments  in  and  the
operating results of 50%-or-less-owned  entities not required to be consolidated
are included in the  financial  statements  on the basis of the equity method of
accounting  or the cost method of  accounting,  depending on specific  facts and
circumstances.

The  company  reviews  its  investments  in   unconsolidated   subsidiaries  for
impairment  whenever events or changes in business  circumstances  indicate that
the carrying amount of the investments may not be fully recoverable. Evidence of
a loss in value that is other than  temporary  might  include  the absence of an
ability to recover the carrying amount of the  investment,  the inability of the
investee to sustain an earnings capacity which would justify the carrying amount
of the  investment,  or, where  applicable,  estimated  sales proceeds which are
insufficient  to recover the  carrying  amount of the  investment.  Management's
assessment  as to whether any decline in value is other than  temporary is based
on the company's  ability and intent to hold the investment and whether evidence
indicating  the  carrying  value  of the  investment  is  recoverable  within  a
reasonable  period  of  time  outweighs  evidence  to the  contrary.  Management
generally considers the company's  investments in its equity method investees to
be  strategic  long-term  investments.   Therefore,   management  completes  its
assessments with a long-term  viewpoint.  If the fair value of the investment is
determined  to be less  than the  carrying  value  and the  decline  in value is
considered to be other than  temporary,  an  appropriate  write-down is recorded
based on the excess of the carrying  value over the best  estimate of fair value
of the investment.

The company has  investments in seventeen  entities that are accounted for under
the equity  method which  represented  approximately  2% and 4% of the company's
total assets as of May 29, 2005 and May 30, 2004,  respectively.  Equity  method
investment  earnings (loss) represented  approximately 2% of pre-tax income from
continuing  operations in fiscal 2005 and 4% in fiscal 2004 and fiscal 2003. The
company  disclosed in Note 2 of its  consolidated  financial  statements for the
three-year  period ended May 29, 2005 various  details  about its  investment in
Swift Foods, the largest of the company's equity method  investments,  including
its name, the nature of its operations,  and its carrying value. This investment
was disposed of during the first quarter of fiscal 2005. The company's remaining
investments  in  unconsolidated  subsidiaries  represent  less  than  2% of  the
company's  total assets and pre-tax income from continuing  operations,  with no
single investment  amounting to as much as 1% of these financial  measures (with
the exception of the impairment charges disclosed in Note 7). As such, it is the
company's  belief that more  detailed  disclosures  in regards to the  remaining
investments in unconsolidated  subsidiaries would not be necessary, due to their
immaterial  nature.  Further,  the company notes the guidance in the  disclosure
requirements  in  paragraph 20 of APB 18 which  states "the  significance  of an
investment to the investor's financial position and results of operations should
be considered in evaluating the extent of disclosures of the financial  position
and results of operations of the investee."

The company determined that the appropriate  income statement  line-item that an
impairment  charge  for an other  than  temporary  decline in value of an equity
method  investment  should be classified is in the same caption as the equity in
earnings  (losses) of such  investees.  The company notes that this treatment is
consistent  with the  views  expressed  by the SEC  Staff  with  respect  to the
computation of the "test of  significance"  for the equity method  investees for
purposes of complying with section 1-02(w) and Rules 3-09 of Regulation S-X.

Further, APB 18, paragraph 19.c., states "...the investor's share of earnings or
losses of an investee(s) should ordinarily be shown in the income statement as a
single  line  item  amount  except  for...extraordinary   items."  Although  the
impairment  charges  recorded by the company were not "the  investor's  share of
earnings or losses of an investee,"  but rather the  company's  assessment of an
other than temporary decline in value of the company's  investment,  the company
believes this classification is consistent with the premise that presentation of
all profits and losses  associated  with an equity method  investment  (with the
exception of  extraordinary  items) should be presented net, in one line item of
the  income  statement.  The  company  is also not  aware  of any  authoritative
literature which would allow  presentation of earnings (losses) of equity method
investments net-of-tax.  APB 30, paragraph 26, prohibits net-of-tax presentation
of unusual and infrequent items on the face of the income  statement.  Also, the
guidance  in  Regulation  S-X,  section  210.5-03(b)  specifies  the  positional
presentation  of equity in earnings of  unconsolidated  subsidiaries  and 50% or
less owned persons, but does not specify whether this income statement line-item
should be presented pre-tax or net-of-tax.  Finally,  it is the company's belief
that pre-tax  presentation  is preferable as it allows the effective  income tax
rate  reconciliation in Note 15 to the consolidated  financial  statements to be
more easily understood by the financial statement reader.

Asset Retirement Obligations and Environmental Liabilities, Page 46

2.   Please  include a  reconciliation  of your asset  retirement  obligation as
     required  by  paragraph  22(c) of SFAS  143 or tell us why this  literature
     would not apply.

Response:

The company  provided  additional  disclosures  regarding  its asset  retirement
obligations  under the  subheading  "Accounting  Changes" on page 50 of its Form
10-K for  fiscal  year  2005.  The  company  disclosed  the impact on results of
operations  due to the adoption of SFAS No. 143 in fiscal 2003 and disclosed the
amount of the related liabilities included in the company's balance sheets as of
May 29, 2005 and May 30, 2004. Each of the components of the  reconciliation  of
the asset  retirement  obligation  specified in paragraph 22(c) was deemed to be
immaterial to the company's results of operations for all periods presented. The
company  intends to  continue  to monitor  the  changes in its asset  retirement
obligations and will disclose each of the components of the reconciliation  when
material changes occur.

Stock-Based Compensation, Page 47

3.   We note that you have  historically  applied APB 25 in accounting  for your
     stock-based   compensation   arrangements.   We  further  note  that  these
     arrangements include variable type arrangements,  such as phantom stock and
     restricted share equivalent issuances. Please expand your policy disclosure
     to clarify how you measure  compensation  expense subsequent to the initial
     measurement   date   and   which    compensation    arrangements    require
     re-measurement.

Response:

The company  modified  the language  used in its  disclosure  of its  accounting
policy for  stock-based  compensation  in Note 1 to its  condensed  consolidated
financial  statements in its Form 10-Q for the quarterly  period ended  November
27, 2005 in order to provide greater clarity to financial  statement  readers as
to the various forms of stock-based  compensation provided by the company to its
employees  and  the  related  accounting  impact.  The  company  believes  these
disclosures  were  adequate  in order to provide an investor  with a  reasonable
understanding  of the  company's  accounting  methodology  for  its  stock-based
compensation  for  which  remeasurement  of  compensation  expense  is  required
subsequent to the initial  measurement date. However, in response to the Staff's
comments,  the company will modify its  disclosures  of this  accounting  policy
beginning  with the  company's  quarterly  report  on Form  10-Q for the  fiscal
quarter ended February 26, 2006, as follows:

The company  issues stock under various  stock-based  compensation  arrangements
approved by stockholders,  including  restricted stock, other share-based awards
and stock  issued in lieu of cash  bonuses.  The value of  restricted  stock and
other share-based awards, equal to fair value at the time of grant, is amortized
as compensation  expense over the vesting  period.  Stock issued in lieu of cash
bonuses is recognized  as  compensation  expense as earned.  As these awards are
ultimately settled in shares of the company's stock, changes in the price of the
company's stock  subsequent to the date of grant do not result in  remeasurement
of the award.  In addition,  the company  grants  restricted  share  equivalents
pursuant to plans approved by stockholders  which are ultimately settled in cash
based on the  market  price of the  company's  stock as of the date the award is
fully vested.  The value of the restricted share equivalents is adjusted,  based
upon the market price of the company's stock at the end of each reporting period
and amortized as compensation expense over the vesting period.

Recently Issued Accounting Pronouncements, page 50

4.   We note your disclosure  that you are currently  evaluating the impact that
     adoption of SFAS 123(R) will have on your financial statements. Please tell
     us why you are unable to come to a general  conclusion of the likely effect
     of this standard given that you have  compensation  arrangements  that fall
     within the scope of SFAS 123(R).

Response:

The company  intends to adopt SFAS No. 123(R) in the company's  first quarter of
fiscal 2007,  which  begins May 29, 2006.  The company has chosen not to provide
general  conclusions as to the impact of the standard on the company's financial
statements for previously issued stock-based grants, as the company continues to
analyze the likely impact of various aspects of this complex standard.  Examples
of the company's unresolved considerations include:

1.   The company has not yet determined whether it will adopt the standard using
     the modified prospective method or the modified retrospective method.

2.   The company has not yet determined the valuation method that it will employ
     in estimating the fair value of future stock option grants (and has engaged
     outside experts to advise the company in this determination).

3.   The  company  has not yet  analyzed  the impact the  standard  will have on
     income tax  accounting,  in  particular,  due to the  complex  calculations
     required to assess the "hypothetical APIC pool".

4.   The interpretation  and practical  application of the standard continues to
     evolve, as is evidenced by continuing deliberations of and revisions to the
     standard by the FASB in recently issued FASB Staff Positions.

5.   The  company  is  currently   considering   restructuring  its  stock-based
     compensation plans for members of senior management,  potentially resulting
     in grants  of  stock-based  awards  which  contain  either  performance  or
     market-based  components,  or both.  Some of these  awards  may be  granted
     during fiscal 2006.  As such,  the company would be required to analyze the
     awards  under  APB 25,  SFAS  No.  123 and  SFAS  No.  123(R),  in order to
     determine the likely impact to the financial statements.

Because of these  uncertainties,  the disclosure  provided by the company:  "the
adoption  of SFAS No.  123R  will have an impact  on the  company's  results  of
operations...Management  is currently evaluating the impact that the adoption of
this statement will have on the company's consolidated results of operations and
cash flows" is appropriate.  When the company believes it has reached a point in
its ongoing analyses to provide a reasonable estimate as to the likely impact of
the adoption of the standard,  disclosure of this estimated  impact will be made
in the next Form 10-Q or Form 10-K filed with the Commission.

Note 2, Discontinued Operations and Divestitures, page 51

5.   We  note  that  you  received  25.4  million  shares  of  Pilgrim's   Pride
     Corporation  (PPC) common  stock  through the  divestiture  of your chicken
     business.  Based on the disclosures  you have provided,  please address the
     following items:

     o    Disclose  your  ownership  percentage in these shares and in

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                      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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                      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

                                           February 16, 2005

VIA EDGAR

Barry Stem
Yong Choi
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20012

         Re:  ConAgra Foods, Inc. - Staff Comment Letter, February 7, 2005

Gentlemen:

         As discussed with Mr. Yong Choi today, ConAgra Foods anticipates
providing responses to the above Staff comment letter during the first week of
March 2005. Please call me if you have any questions.

                                             Sincerely,

                                              /s/ Guy Lawson

                                             Guy Lawson

GL:mlw
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

February 7, 2005

Via facsimile and U.S. Mail

Dwight J. Goslee
Executive Vice President, Strategic Development
Conagra Foods, Inc.
One Conagra Drive
Omaha, Nebraska 68102-5001

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. Goslee:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the fiscal 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 determined 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.

		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.

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.

		Please refer to FRC Section 501.14 for further guidance.

Notes to Consolidated Financial Statements, Page 73

		Goodwill and Other Identifiable Intangible Assets, Page
81

4. Please provide detail of the items included in your non-
amortizable intangible asset account balance.  Provide a detailed
analysis to support your position that these intangible assets
have
an indefinite useful life.  Also, please explain to us in detail
how
you evaluate them for impairment under FASB Statement No.142.

		Pre-Tax Income and Income Taxes, Page 85

5. We note during fiscal year 2004 you reduced the valuation
allowance associated with the capital loss carryforwards (from
fresh
beef and pork divestiture) when you determined sufficient capital
gains would be generated from the termination of interest rate
swap
agreements and the disposition of UAP North America which enabled
you
to realize the benefit of the deferred tax asset.  Supplementally
tell us why you did not consider such factors in your realization
test in fiscal year 2003, and why you believe the adjustment to
the
valuation allowance in fiscal year 2004 should be considered a
change
in accounting estimate.

Form 10-Q for the quarterly period ended November 28, 2004

Note 2. Discontinued Operations and Divestitures, Page 9

	Fresh Beef and Pork Divestitures, Page 10

6. Please supplementally provide further detail on the
transactions
related to fresh beef and pork divestitures entered into during
fiscal year 2005. In your response, please include the following:

(a) Details on the agreement reached with affiliates of Swift
Foods
by which the company took control and ownership of approximately
$300
million of the net assets of the cattle feeding business,
including
feedlots and live cattle.

(b) How you accounted for the acquisition and sale of cattle
feeding
business, including feedlots and live cattle and the accounting
guidance applied.

(c) 	Status of note receivable (maturing in September 2004) issued
in
connection with the sale of cattle feeding business.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

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

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

	You may contact Yong Choi, Staff Accountant at (202) 824-5682
or
Jenifer Gallagher, Senior Staff Accountant at (202) 942-1923 if
you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 942-1870 with any
other
questions.

Sincerely,

H. Roger Schwall
Assistant Director

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Conagra Foods, Inc.
February 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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