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


                          October 1, 1997
        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.

         In accordance with Rule 416(b)  promulgated under the Securities Act of
1933, as amended (the "Securities  Act"), the number of shares of ConAgra Common
Stock,  par value $5.00 per share,  registered for sale under the Securities Act
by the  following  Registration  Statements  are deemed to be  increased  by the
two-for-one  stock split of the ConAgra  Common Stock  effected in the form of a
stock dividend on October 1, 1997 to holders of record on September 5, 1997 (the
"Stock Split"), to cover the additional shares resulting from the application of
the Stock  Split to the  registered  shares of ConAgra  Common  Stock  remaining
unsold under the Registration Statements listed below as of October 1, 1997:

         Registration Statement on Form S-8 (Reg. No. 2-62813)
         filed with the Securities and Exchange Commission on
         October 13, 1978

         Registration Statement on Form S-8 (Reg. No. 2-80740)
         filed with the Securities and Exchange Commission on
         December 16, 1982

         Registration Statement on Form S-8 (Reg. No. 2-81244)
         filed with the Securities and Exchange Commission on
         January 10, 1983

         Registration Statement on Form S-8 (Reg. No. 2-96891)
         filed with the Securities and Exchange Commission on
         April 3, 1985

         Registration Statement on Form S-8 (Reg. No. 33-02136)
         filed with the Securities and Exchange Commission on
         December 13, 1985

         Registration Statement on Form S-8 (Reg. No. 33-15815)
         filed with the Securities and Exchange Commission on July
         14, 1987

         Registration Statement on Form S-8 (Reg. No. 33-28079)
         filed with the Securities and Exchange Commission on
         April 11, 1989

         Registration Statement on Form S-8 (Reg. No. 33-37293)
         filed with the Securities and Exchange Commission on
         October 15, 1990

         Registration Statement on Form S-8 (Reg. No. 33-41704)
         filed with the Securities and Exchange Commission on
         July 17, 1991

         Registration Statement on Form S-8 (Reg. No. 33-48295)
         filed with the Securities and Exchange Commission on
         June 2, 1992






         Registration Statement on Form S-8 (Reg. No. 33-52330)
         filed with the Securities and Exchange Commission on
         September 23, 1992

         Registration Statement on Form S-8 (Reg. No. 33-50113)
         filed with the Securities and Exchange Commission on
         August 30, 1993

         Registration Statement on Form S-8 (Reg. No. 33-50649)
         filed with the Securities and Exchange Commission on
         October 18, 1993

         Registration Statement on Form S-8 (Reg. No. 33-63061)
         filed with the Securities and Exchange Commission on
         September 29, 1995

         Registration Statement on Form S-8 (Reg. No. 333-00997)
         filed with the Securities and Exchange Commission on
         February 16, 1996

         Registration Statement on Form S-8 (Reg. No. 333-17573)
         filed with the Securities and Exchange Commission on
         December 10, 1996

         Registration Statement on Form S-8 (Reg. No. 333-17549)
         filed with the Securities and Exchange Commission on
         December 10, 1996

         The foregoing Registration Statements,  each of which incorporates this
current  report  on Form  8-K,  are  hereby  amended  pursuant  to  Rule  416(b)
promulgated  under the  Securities  Act to increase  the number of shares of the
ConAgra Common Stock  registered  thereunder to reflect the effects of the Stock
Split.

Item 7.           Exhibits.

                  None.

     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 20, 1998                        By:__________________________
                                            James P. O'Donnell
                                            Executive Vice President,
                                            Chief Financial Officer and
                                            Corporate Secretary