8-A12B/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-A/A

                     For Registration of Certain Classes of
                 Securities Pursuant to Section 12(b) or (g) of
                       The Securities Exchange Act of 1934


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


                                    Delaware
                             (State of Incorporation
                                or organization)


                                   47-0248710
                     (I.R.S. Employer Identification Number)


                               One ConAgra Drive,
                                 Omaha, Nebraska
                              (Address of principal
                               executive offices)

                                   68102-5001
                                   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class                    Name of each exchange on which
to be so registered                    each class is to be registered

Preferred Share Purchase Rights        New York Stock Exchange

If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. /_/

If this Form relates to the registration of a class of debt securities and is to
become  effective   simultaneously   with  the  effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box. /_/

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None








Item 1.           Description of Registrant's Securities to be Registered.

                  On July 12, 1996, the Board of Directors of ConAgra, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each  outstanding  share of common stock,  par value $5.00 per share, of the
Company (the "Common  Stock").  The  description and terms of the Rights are set
forth in a  registration  statement  on Form 8-A dated July 12, 1996 as filed by
the  Company  with the  Securities  and  Exchange  Commission  and in the Rights
Agreement dated as of July 12, 1997 (the "Rights Agreement") attached thereto as
an exhibit. The adjustment of the Rights described in this amendment to the Form
8-A and as described in the Certificate of Adjustment  filed as Exhibit 1 hereto
and incorporated herein by reference, amends the description of the Rights.

         On July 11, 1997, the Company effected a two-for-one stock split of the
shares of  Common  Stock,  par value  $5.00 per  share,  of the  Company,  to be
effected in the form of a stock dividend (the "Distribution") on October 1, 1997
to holders of record of the Common Stock on  September  5, 1997.  As a result of
the Distribution,  each share of Common Stock outstanding  immediately after the
Distribution will have one-half Right associated with such share.

Item 2.           Exhibits.


     1.    Certificate of Adjustment dated as of October 1, 1997 with respect to
           a two-for-one stock split.



                                  SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, ConAgra, Inc. has duly caused this Amendment to Registration  Statement
to be signed on its behalf by the undersigned, thereto duly authorized.

                                        ConAgra, Inc.


                                        /s/ J. P. O'Donnell
                                        By:____________________
                                           James P. O'Donnell
                                           Executive Vice President,
                                           Chief Financial Officer and
                                           Corporate Secretary

October 1, 1997






                        INDEX TO EXHIBITS

Exhibit                                              Description

     1.    Certificate of Adjustment dated as of October 1, 1997 with respect to
           a two-for-one stock split.

EX-1

                                                                    Exhibit 1


                            CERTIFICATE OF ADJUSTMENT


         This is to certify  pursuant  to  Section  12 of the Rights  Agreement,
dated as of July 12, 1996, as amended (the "Rights Agreement"), between ConAgra,
Inc.,  a Delaware  corporation  (the  "Company")  and Chase  Mellon  Shareholder
Services, L.L.C., as Rights Agent, that:

I.       Statement of Facts.

         At its July 11, 1997 meeting, the Company's Board of Directors declared
a two-for-one split of the shares of common stock, par value $5.00 per share, of
the Company (the "Common Stock"), to be effected in the form of a stock dividend
(the "Distribution") on October 1, 1997 to holders of record of the Common Stock
on September 5, 1997.

II.      Adjustments Pursuant to the Rights Agreement.

         Pursuant  to  the  provisions  of the  Sections  11(n)  of  the  Rights
Agreement effective, as of October 1, 1997, the Right associated with each share
of Common Stock is hereby  adjusted so that  one-half  Right shall be associated
with each share of Common Stock outstanding immediately after the Distribution.


Dated this 1st day of October, 1997.


                                             CONAGRA, INC.

                                                /s/ J. P. O'Donnell
                                             By:___________________________
                                                Name:  J. P. O'Donnell
                                                Title: Executive Vice President,
                                                       Chief Financial Officer
                                                       Corporate Secretary