8-K

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549


                                    _____________

                                       FORM 8-K

                                    CURRENT REPORT



                        Pursuant to Section 13 or 15(d) of the

                           Securities Exchange Act of 1934


                                   March 22, 1995
                   Date of Report (Date of earliest event reported)


                                           
                                    ConAgra, Inc.
                (Exact name of registrant as specified in its charter)


                     Delaware          1-7275          47-0248710
                  (State or other      (Commission     (IRS Employer
                 jurisdiction of      File Number)   Identification No.)
                 incorporation)


                 One ConAgra Drive, Omaha, Nebraska           68102-5001
                (Address of principal executive offices)      (Zip Code)


                 Registrant's telephone number, including area code:
                                    (402) 595-4000





















          Item 5.   Other Events.

                    On March 22, 1995, ConAgra, Inc. announced that Stephen
          L. Key, Executive Vice President and Chief Financial Officer, was
          leaving the  company effective April  14, 1995.   ConAgra's press
          release is attached as Exhibit A.





          Item 7.  Exhibits.

               A.   ConAgra, Inc.'s Press Release dated March 22, 1995.

                                      SIGNATURE

               Pursuant  to the requirements of the Securities Exchange Act
          of 1934, the registrant has duly caused this report to  be signed
          on its behalf by the undersigned hereunto duly authorized.

                                             CONAGRA, INC.



          March 23, 1995                By:      /s/ Kenneth W. DiFonzo

                                             Kenneth W. DiFonzo
                                             Vice President and Controller




































                                    EXHIBIT INDEX

          Exhibit
            No.                    Description                      Page

            

             A      ConAgra Inc.'s Press Release dated 
                    March 22, 1995 

EX-1

          

          Omaha, Neb., March  22, 1995 -- ConAgra, Inc. (NYSE:   CAG) today
          announced that Stephen L. Key, executive vice president and chief
          financial  officer,  is  leaving  ConAgra  for  personal  reasons
          effective April 14,  1995.  Mr. Key  is taking a position  with a
          company on the East Coast of the U.S.

          Philip  B.  Fletcher,  ConAgra's  chairman  and  chief  executive
          officer, said,  "Steve Key  has been a  terrific CFO  and leader.
          I'm  very  disappointed  that he's  leaving  our  company, but  I
          understand his personal need to relocate.  On behalf of ConAgra's
          board and employees,  I extend heartfelt thanks to  Steve for his
          contributions to our  company and shareholders.  We  wish him all
          the best."

          Mr. Key said,  "This was an extremely difficult  decision for me.
          I care deeply for ConAgra.  It's a great company and  I had hoped
          to  be here  for many  more  years.   I'm very  grateful  to Phil
          Fletcher  and my ConAgra  associates for their  understanding and
          support."

          Kenneth W. DiFonzo,  vice president and controller,  continues as
          ConAgra's principal accounting officer.  James P. O'Donnell, vice
          president finance and treasurer, will assume responsibilities  as
          ConAgra's principal financial officer.  Both officers will report
          to  ConAgra's chief  executive  officer as  was  the case  before
          ConAgra  established  and  filled  the  chief  financial  officer
          position in January 1992 when Mr. Key joined the company.