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

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

             Interests in GoodMark Foods Investment and Savings Plan
     Interests in GoodMark Foods Folcroft Union Investment and Savings Plan
          Interests in GoodMark Foods Union Investment and Savings Plan
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            (Title of each class of securities covered by this Form)

                   ConAgra Foods Common Stock, $5.00 par value
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       (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  Foods,  Inc. has caused this  certification/notice  to be signed on its
behalf by the undersigned duly authorized person.

Date:  December 29, 2000                    By:   /s/ James P. O'Donnell
                                                  James P. O'Donnell
                                                  Executive 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.

*The Interests in the GoodMark Foods Investment and Savings Plan, GoodMark Foods
Folcroft Union  Investment and Savings Plan and GoodMark Foods Union  Investment
and  Savings  Plan were  previously  filed on Form  S-8,  however,  no  separate
Commission  File Number was assigned by the  Commission  for the plans.  ConAgra
Foods,  Inc.'s  Commission  File  Number  is  1-7275  but this  filing  does not
terminate or suspend any duties to file reports by ConAgra Foods, Inc.