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)

                       Interest in the Monfort 401(k) Plan
         ---------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                      ConAgra Common Stock, $5.00 par value
         ---------------------------------------------------------------
             (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)  /_/              Rule 12h-3(b)(1)(i)  /X/
         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           /X/

     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.
                                             /s/ KENNETH W. DIFONZO
Date: July 25, 1997                      By:__________________________
                                            Kenneth W. DiFonzo
                                            Vice President and Controller







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.

*The  Interest in the  Monfort  401(k)  Plan was  previously  filed on Form S-8,
however,  no separate  commission file number was assigned by the Commission for
the plan. ConAgra,  Inc.'s commission file number is 1-7275 but this filing does
not terminate or suspend any duties to file reports by ConAgra.