POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Jim O'Donnell, Owen Johnson, and David Pederson, the undersigned's true
and lawful attorneys-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of ConAgra Foods, Inc. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3,
4, or 5 and timely file, including electronic filing of, such form with the
United States Securities and Exchange Commission and any stock exchange or
similar authority; and

(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of any of such attorneys-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by any of such attorneys-in-
fact on behalf of the undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions as any of such
attorneys-in-fact may approve in each such attorneys-in-fact's discretion.

The undersigned hereby grants to each such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that any of such attorneys-in-fact shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers
herein granted.  The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.  The undersigned's prior Power of Attorney
granted for the above purposes is revoked.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of October, 2003.


                                            /s/ James P. O'Donnell
 						Signature

                                                James P. O'Donnell
						Print Name