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:  *

                                    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 Berliner and Marx 401(k) Plan
          ---------------------------------------------------------------
               (Title of each class of securities covered by this Form)

           ConAgra Common Stock, $5.00 par value; Preferred Stock Class E,
          Series 1, $25 par value; and Preferred Stock Class D, without 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.

          Date:  June 22, 1995    By:    /s/ Kenneth W. DiFonzo
                                       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 Berliner and Marx 401(k) Plan was previously
          filed on Form S-8 (33-46043), 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.