UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM 15

          CERTIFICATION  AND  NOTICE OF  TERMINATION OF  REGISTRATION UNDER
          SECTION  12(g)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934   OR
          SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934.

                                        Commission File Number:  1-7275


                                    ConAgra, Inc.
           ---------------------------------------------------------------
                (Exact name of registrant as specified in its charter)


            One ConAgra Drive, Omaha, Nebraska 68102-5001  (402) 595-4000
           ---------------------------------------------------------------
            (Address, including zip code, and telephone number, including
               area code, of registrant's principal executive offices)

              $25 Class E Cumulative Convertible Voting Preferred Stock
           ---------------------------------------------------------------
               (Title of each class of securities covered by this Form)

                             $5.00 par value Common Stock
           ---------------------------------------------------------------
            (Titles of all other classes of securities for which a duty to
                  file reports under section 13(a) or 15(d) remains)

               Please  place  an  X  in  the  box(es)   to  designate,  the
          appropriate rule provision(s) relied upon to terminate or suspend
          the duty to file reports:

               Rule 12g-4(a)(1)(i)  /X/      Rule 12h-3(b)(1)(i)  /_/
               Rule 12g-4(a)(1)(ii) /_/      Rule 12h-3(b)(1)(ii) /_/
               Rule 12g-4(a)(2)(i)  /_/      Rule 12h-3(b)(2)(i)  /_/
               Rule 12g-4(a)(2)(ii) /_/      Rule 12h-3(b)(2)(ii) /_/
                                             Rule 15d-6           /_/

               Approximate   number  of  holders   of  record  as   of  the
          certification or notice date:  0

               Pursuant  to the requirements of the Securities Exchange Act
          of 1934 ConAgra, Inc. has caused this certification/notice  to be
          signed on its behalf by the undersigned duly authorized person.

          Date: December 8, 1995   By:/s/ James P. O'Donnell
                                   James P. O'Donnell
                                   Senior Vice President and 
                                   Chief Financial Officer












          Instruction:   This form  is required by  Rules 12g-4,  12h-3 and
          15d-6 of the General  Rules and Regulations under  the Securities
          Exchange  Act  of 1934.    The  registrant  shall file  with  the
          Commission  three  copies of  Form  15,  one  of which  shall  be
          manually  signed.    It  may  be  signed  by  an  officer of  the
          registrant, by  counsel or by  any other duly  authorized person.
          The name and title of the person signing the form shall  be typed
          or printed under the signature.