SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


                                February 13, 2001
                Date of Report (Date of earliest event reported)


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


    Delaware                         1-7275                     47-0248710
 (State or other                   (Commission                 (IRS Employer
 jurisdiction of                   File Number)              Identification No.)
 incorporation)


 One ConAgra Drive, Omaha, Nebraska                               68102-5001
 (Address of principal executive offices)                         (Zip Code)

               Registrant's telephone number, including area code
                                 (402) 595-4000





Item 5.  Other Events.

     On February 13, 2001,  ConAgra Foods, Inc., issued a press release relating
to its  earnings  outlook for the fiscal year ending May 27, 2001. A copy of the
press release is attached hereto as Exhibit 99.1

Item 7.  Financial Statements and Exhibits.

         99.1     Press Release issued February 13, 2001.









                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                            CONAGRA FOODS, INC.

February 13, 2001                           By:  /s/  James P. O'Donnell
                                            Name:  James P. O'Donnell
                                            Title:     Executive Vice President,
                                                       Chief Financial Officer
                                                       and Corporate Secretary