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


                          February 13, 1998
        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 February 13, 1998, ConAgra,  Inc. issued a press release relating to its
earnings  outlook for the fiscal year ending May 31,  1998.  A copy of the press
release is attached hereto as Exhibit 99.1.

Item 7.           Exhibits.

         99.1     Press Release Issued February 13, 1998

     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.

                                                   /s/ James P. O'Donnell
February 16, 1998                              By:__________________________
                                                  James P. O'Donnell
                                                  Executive Vice President,
                                                  Chief Financial Officer and
                                                  Corporate Secretary

EX-99.1

                                                                 EX-99.1


FOR IMMEDIATE RELEASE


CONAGRA'S FY98 EARNINGS OUTLOOK

Omaha, Neb., February 13, 1998 -- ConAgra, Inc. (NYSE: CAG) today announced that
the company  continues to expect record  earnings per share for fiscal year 1998
ending May 31, 1998,  but does not expect to achieve its  double-digit  earnings
growth target.

     ConAgra targets trendline double-digit earnings per share growth.  However,
following  13-percent  earnings  per share  growth in fiscal  1998's first half,
fiscal 1998 second half  earnings  per share are expected to be roughly the same
to  moderately  lower  compared  with 1997's  second half,  mainly due to recent
deterioration and depressed margins in the fresh meat and poultry industry.

     ConAgra's  president and chief executive officer,  Bruce Rohde,  commented,
"While many of our businesses  are  performing  well, the fresh meat and poultry
sector is performing far below our earlier  expectations for better results this
year. It's a credit to ConAgra's  diversification  and earnings  balance that we
can absorb the protein  sector's  sharp  downturn and still expect some earnings
per share growth this fiscal year. We are moving  vigorously  to strengthen  our
meat and  poultry  businesses  so they reap  greater  benefits  when the  sector
eventually rebounds."

     Mr. Rohde concluded, "ConAgra is synonymous with premium earnings growth in
the food industry.  We regret having to lower our sights this fiscal year, but a
short-term disappointment won't





interfere with our commitment to sustaining ConAgra's superior
long-term earnings growth."

     Asia is a vital market for the U.S. meat and poultry industry. Asian demand
is down in the midst of a temporary  surge in U.S. meat and poultry  production,
creating  excess  protein supply that weighs  heavily on the U.S.  markets.  The
protein  bulge should ease later in the calendar  year,  but the current glut is
severely depressing industry selling prices and margins. Although fresh meat and
poultry  operations do not represent a large  percentage of ConAgra's  earnings,
less than 10 percent  last year,  their  shortfall  versus  fiscal  1998 plan is
substantial.

     For the first half of fiscal 1998, ConAgra earned 70 cents per share, up 13
percent from 62 cents per share in fiscal 1997's first half.  Fiscal 1997 second
half earnings per share were 72 cents. For the full year fiscal 1997,  ConAgra's
earnings per share were $1.34,  up 14.5 percent  versus  fiscal 1996.  ConAgra's
previously  reported  earnings per share and the new diluted  earnings per share
are comparable.

     This  news  release  contains   forward-looking   statements  that  reflect
management's  current  views and  estimates  of future  economic  circumstances,
industry  conditions,  company performance and financial results. The statements
are based on many assumptions and factors  including  availability and prices of
raw  materials,  product  pricing,  competitive  environment  and related market
conditions,   operating   efficiencies,   access  to  capital   and  actions  of
governments.   Any  changes  in  such   assumptions  or  factors  could  produce
significantly different results.

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