SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K


(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended May 31, 1994

OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

A.  Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:

CONAGRA RETIREMENT INCOME SAVINGS PLAN

B.  Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office


CONAGRA, INC.
ONE CONAGRA DRIVE
OMAHA, NEBRASKA 68102






Pursuant to instruction E of Form 11-K, Plan financial statements and 
schedules have been filed in paper under cover of Form SE.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the ConAgra Employee Benefits Committee have
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.

CONAGRA RETIREMENT INCOME SAVINGS PLAN
(Name of Plan)


      November 21, 1994         GERALD B. VERNON
Date ____________________  By  __________________________________
                                Gerald B. Vernon
                                Chairman, ConAgra Employee Benefits
                                Committee









                                                      EXHIBIT I










INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration
Statement No. 2-96891, 2-81244, 33-15815, 33-28079, 33-48295 and
33-50113 on Form S-8 of our report dated November 15, 1994 which
appears on Page 1 in this Annual Report on Form 11-K, on the
financial statements of the ConAgra Retirement Income Savings
Plan appearing on pages 2 through 16 in this Annual Report on
Form 11-K for the year ended May 31, 1994.



DELOITTE & TOUCHE
_________________
DELOITTE & TOUCHE



Omaha, Nebraska
November 21, 1994