8-K

                       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

EX-99.1

ConAgra Foods     News Release

                                                           FOR IMMEDIATE RELEASE

CONAGRA FOODS EXPECTS ENERGY COSTS
AND OTHER NEAR-TERM ECONOMIC CONDITIONS
TO IMPACT FISCAL 2001 OPERATIONS

OMAHA, Neb., Feb. 13, 2001 - ConAgra Foods (NYSE: CAG), one of America's leading
branded  food  companies, today announced that sharply higher energy costs and a
slowing economy are altering the company's near-term earnings outlook. While the
company  still  expects to report overall growth in EBIT and EBITDA for the full
fiscal  year,  the  company  is revising its earnings outlook for the balance of
fiscal  2001,  which  ends May 27, 2001. Despite double-digit earnings gains for
the  first  half of fiscal 2001, energy costs, a slowing economy, and aggressive
investment to grow its business are reducing earnings expectations.

The  company  said  that  because of the sudden, sharp rise in energy costs, its
risk-mitigating activities were only able to offset part of the increase.  Bruce
Rohde,  chairman  and  chief  executive officer, commented, "Higher energy costs
have an across-the-board impact on everything from production and warehousing to
transportation, distribution and other costs of doing business."

                                    - MORE -


CONAGRA FOODS EXPECTS ENERGY COSTS AND OTHER NEAR-TERM
ECONOMIC CONDITIONS TO IMPACT FISCAL 2001 OPERATIONS
PAGE 2

Mr.  Rohde said that preliminary estimates are that these additional costs could
be  as  much  as  $150  million on a pretax basis, or about $.17 cents per share
after tax. He added, "Were it not for the company's hedging efforts, costs would
have been even higher."

Mr.  Rohde  said  that  a  variety  of  factors, including harsh winter weather,
uncertainty  over farm policy,  and other  farming-related  factors have changed
management's  outlook  for the crop input  business  over the  balance of fiscal
2001.  "Ordinarily,  we experience significant margins in the second half of our
fiscal year,  but these issues are having a ripple  effect on the entire  supply
chain," he noted. The company expects these factors to reduce second half-pretax
profits by approximately  $110 million,  or about $.13 per share after tax. This
should result in an overall decline in full  fiscal-year  profitability  for the
Agricultural   Products  reporting  segment,   despite  a  substantial  gain  in
profitability during the first half of fiscal 2001.

As   previously   disclosed,  ConAgra  Foods  has  significantly  increased  its
investment in the promotion,  distribution,  and improvement of many of its food
products. These expenses are concentrated in the fiscal third quarter, currently
under way,  with the balance of these  investments  to be expensed in the fourth
quarter.  The company views these  investments as long-term  consumer  franchise
enhancement  activities with results expected over a 12- to 24-month period.  As
such, these  expenditures are expected to reduce second  half-pretax  profits in
the range of $85 million, or $.10 per share after tax.

                                    - MORE -


CONAGRA FOODS EXPECTS ENERGY COSTS AND OTHER NEAR-TERM
ECONOMIC CONDITIONS TO IMPACT FISCAL 2001 OPERATIONS
PAGE 3

ConAgra  Foods  now  expects fiscal third quarter earnings to be in the range of
$.18 to $.20 per share. The company expects fiscal fourth quarter earnings to be
in  the  range  of $.39 to $.41 per share, while earnings for all of fiscal 2001
are  expected  to be in the range of $1.46 to $1.50 per share.  These  estimates
exclude  any  impact of  accounting  changes  which  the  company  is  currently
reviewing.

"On  a  macro  basis,   recent   economic news and consumer  confidence data are
consistent with slowing GDP growth," Mr. Rohde said. "Not unlike similar periods
in the early 1980s and 1990s,  we anticipate that the slowdown will be temporary
and that the economy will snap back relatively quickly. A great attribute of the
food business is that consumers  continue  eating through these times,  although
their  purchasing  patterns may shift or their pantry levels may fluctuate.  Our
near-term  efforts  will  focus  on  aggressively  marketing  our  portfolio  of
products, reducing costs, and becoming more efficient throughout our company."

"There  may  be  some  challenges  ahead, but we have made considerable progress
accelerating  growth in a number of our key businesses  this fiscal year.  While
some  customers  are under  pressure  to reduce  inventory  levels,  consumption
patterns  and  market  shares  for  many  of our  key  products  are  solid  and
improving."

                                    - MORE -


CONAGRA FOODS EXPECTS ENERGY COSTS AND OTHER NEAR-TERM
ECONOMIC CONDITIONS TO IMPACT FISCAL 2001 OPERATIONS
PAGE 4

ConAgra  Foods,  Inc.  (NYSE : CAG)  is   North  America's  largest  foodservice
manufacturer  and second largest retail food supplier,  with annualized sales of
approximately $27 billion. ConAgra Foods' consumer brands include: Hunt's tomato
products,  Healthy Choice,  Banquet meals,  Armour meats, Bumble Bee tuna, Louis
Kemp seafood,  La Choy, Chun King,  Lunch Makers,  Wesson,  Country Pride,  Blue
Bonnet,  Kid  Cuisine,  Parkay,  Reddi-wip,   Marie  Callender's,   Cook's  ham,
Butterball, Act II, Slim Jim, Decker, Chef Boyardee, Orville Redenbacher's,  PAM
Cooking Spray,  Snack Pack puddings,  Van Camp's,  Peter Pan,  Hebrew  National,
Gulden's mustard, Pemmican Jerky, Swift Brown 'n Serve Sausages, Swiss Miss, and
many others. For more information, please visit us at www.conagrafoods.com.

Management Comments

Comments by ConAgra Foods management relating to this press release will be made
available at 5:00 PM, Eastern Standard Time. To access the discussion, call toll
free  at  1-888-868-9080.   On  the  Internet,  you may access the discussion at
http://www.videonewswire.com/ConAgraFoods/021300.  A  replay  of the  discussion
will be available  after 6:00 PM Eastern  Standard Time at  1-888-693-3416.  The
company has posted question and answer information  relating to this release and
an  audio  archive  of  management's  discussion at http://www.conagrafoods.com/
investors.

                                    - MORE -


CONAGRA FOODS EXPECTS ENERGY COSTS AND OTHER NEAR-TERM
ECONOMIC CONDITIONS TO IMPACT FISCAL 2001 OPERATIONS
PAGE 5

ConAgra  Foods' press releases are available through PR Newswire's  Company News
On  Call  Fax  Services at 1-800-758-5804, extension #200825. There is no charge
for  this  service.   Also,  see  ConAgra  Foods'  web  site  for recent news at
http://www.conagrafoods.com.

Note on Forward Looking Statements

This  news release contains forward-looking statements that reflect management's
current   views   and  estimates  of  future  economic  circumstances,  industry
conditions, company performance, and financial results. The statements are based
on  many  assumptions  and factors described in the company's reports filed with
the  Securities and Exchange Commission including availability and prices of raw
materials,   product   pricing,   competitive  environment  and  related  market
conditions,   operating   efficiencies,   access   to  capital  and  actions  of
governments.  Any changes in assumptions or factors could produce  significantly
different results.

                                      ####