POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and appoints

each of Owen Johnson, Frank Sklarsky, Peter Perez, John Gehring, and Jeffrey Blair, 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 14th day of December, 2004.





                                            /s/ Michael D. Walter

       Signature



                                                Michael D. Walter

      Print Name