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


                                October 30, 2003
                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 October  30,  2003,  ConAgra  Foods,  Inc.  announced  the signing of an
agreement  to sell United  Agri  Products,  its U.S.  and  Canadian  crop inputs
business. The press release announcing the transaction, and a related Q&A posted
on ConAgra  Foods'  website,  are  attached  as  exhibits  and  incorporated  by
reference.

Item 7(c).  Exhibits.

         99.1     Press release dated October 30, 2003

         99.2     Questions and Answers






                                   SIGNATURES


         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.


Date:  October 30, 2003                  By:  /s/ J.P. O'Donnell
                                             --------------------------------
                                             Name:  J.P. O'Donnell
                                             Title: Executive Vice President,
                                                     Chief Financial Officer and
                                                     Corporate Secretary






                                  EXHIBIT INDEX


Exhibit                    Description

99.1     Press release dated October 30, 2003...........................

99.2     Questions and Answers..........................................

EX-99.1

                                                           FOR IMMEDIATE RELEASE

CONAGRA FOODS TO DIVEST UNITED AGRI PRODUCTS
Accomplishes Strategic Focus on Branded and Value-Added Food Business

OMAHA,  Neb.,  October 30, 2003 -- Today ConAgra Foods, Inc. (NYSE: CAG), one of
America's  leading  packaged food  companies,  announced  that it has reached an
agreement to sell United Agri Products (UAP),  its U.S. and Canadian crop inputs
business.  Apollo  Management,  L.P. will purchase the business in a transaction
expected to close before December 31, 2003.  This  divestiture by ConAgra Foods,
the sixth since September 2002 of primarily commodity businesses,  underscores a
strategic shift in the company's mix of businesses and brands,  which is part of
a planned program to build its branded and value-added food business.

Since September 2002 major divestitures  completed or announced by ConAgra Foods
include  its  fresh  beef and pork  businesses,  its  poultry  business,  canned
seafood,  cheese processing and now UAP. This repositions ConAgra Foods, a major
supplier to both foodservice and retail  customers,  as a focused packaged foods
business - with leading  brands like Banquet,  Butterball,  Chef  Boyardee,  Egg
Beaters,  Healthy  Choice,  Hebrew  National,  Hunt's,  Knott's Berry Farm, PAM,
Parkay, Reddi-wip, Orville Redenbacher's, Slim Jim and Swiss Miss.

Bruce Rohde,  ConAgra Foods  chairman and chief  executive  officer,  commented,
"This  divestiture  brings us closer to  achieving  our ultimate aim of becoming
America's  Favorite Food Company by providing  consumers with quality  favorites
and customers with superior service. It also focuses our resources on businesses
which have higher margin opportunities."



Terms of the Agreement

o    The sale price is expected to be approximately $600 million;  ConAgra Foods
     will  receive  approximately  $540  million  in cash and the  remainder  in
     preferred securities.

o    As a result of the transaction,  ConAgra Foods will take an approximate $25
     million charge or $0.04 per diluted share to the fiscal second quarter.

o    Apollo  Management,  L.P.  is  purchasing  all of UAP's U.S.  and  Canadian
     businesses,  which accounts for  approximately  $2.55 billion of UAP's $2.8
     billion in total annualized sales.

ConAgra Foods noted that the pending  divestiture  of UAP does not alter its EPS
expectations for Fiscal 2004. Additional details regarding this announcement are
posted in a  question-and-answer  document  located on the  company's  Web site,
www.conagrafoods.com, in the Investors section.

ConAgra Foods,  Inc. (NYSE: CAG) is one of North America's largest packaged food
companies,  serving consumer grocery retailers, as well as restaurants and other
foodservice  establishments.  Popular ConAgra Foods consumer brands include: ACT
II, Armour, Banquet, Blue Bonnet,  Butterball,  Chef Boyardee,  Cook's, Eckrich,
Gulden's,  Healthy Choice, Hebrew National,  Hunt's, Kid Cuisine,  Knott's Berry
Farm, La Choy, Louis Kemp, Marie  Callender's,  Orville  Redenbacher's,  Parkay,
Reddi-wip,  Slim Jim, PAM,  Pemmican,  Peter Pan,  Snack Pack,  Swiss Miss,  Van
Camp's,  Wesson,  and many  others.  For more  information,  please  visit us at
www.conagrafoods.com.

Note on Forward-Looking Statements:
This news release contains  "forward-looking"  statements  within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's  current expectations and are subject to uncertainty and changes
in  circumstances.  Actual  results may vary  materially  from the  expectations
contained in the  forward-looking  statements.  Future  economic  circumstances,
industry conditions, company performance and financial results, availability and
prices of raw materials,  product pricing,  competitive  environment and related
market  conditions,  operating  efficiencies,  access  to  capital,  actions  of
governments and regulatory factors affecting the company's  businesses and other
risks described in the company's  reports filed with the Securities and Exchange
Commission  are  examples  of factors,  among  others,  that could cause  actual
results  to  differ  materially  from  those  described  in the  forward-looking
statements.  The company is under no obligation to (and expressly  disclaims any
such obligation to) update or alter its forward-looking  statements whether as a
result of new information, future events, or otherwise.

EX-99.2

     Q&A:  United Agri Products
     October 30, 2003

     1.   Why is ConAgra Foods selling this business?

          Selling UAP fits with our strategy to focus on branded and value-added
          products.  Other  recent  strategic  actions  toward  this  goal  have
          included divesting our fresh beef and pork business  (September 2002),
          divesting  our canned  seafood  business  (May  2003),  divesting  two
          cheese-processing  operations (May 2003), and the pending  divestiture
          of the chicken processing operations (expected to close soon).

     2.   ConAgra Foods is retaining some of UAP's international  business.  How
          big are those operations and where are they concentrated?

          About $250 million of  annualized  sales  concentrated  in  Argentina,
          Bolivia, Chile, France, Mexico, South Africa, and the United Kingdom.

     3.   When is the sale of UAP expected to close?

          The transaction is expected to close by December 31, 2003,  subject to
          customary closing conditions.

     4.   Will this transaction result in a charge to earnings?

          ConAgra Foods will take an approximate $25 million charge or $0.04 per
          diluted share in the fiscal second quarter.

     5.   What will ConAgra Foods do with the cash proceeds?

          We'll use them for general corporate  purposes  including the pay-down
          of debt.  Our  priorities  for cash are to invest  for  future  growth
          either by acquisition or organically, as well as to pay dividends, buy
          back stock, and pay down debt.

     6.   What is the agreement regarding preferred securities?

          As part of the  consideration,  ConAgra  Foods will  receive  $60 - 75
          million of preferred stock. The preferred  dividend,  payable in kind,
          is as follows:

          8% rate years 1-5
          9% year 6
          10% thereafter


     7.   How long do you expect to hold the preferred securities?

          Our  preferred  securities  can be sold as and when Apollo  Management
          sells its equity.  In  addition,  we have other  mandatory  redemption
          rights including change of control.

     8.   Will ConAgra Foods retain any ownership in the divested business?

          Just in the form of the preferred securities.

     9.   What was the operating profit for the UAP segment in Fiscal 2003?

          $47.0 million

     10.  What  were  the  depreciation  and  capital  expenditures  for the UAP
          segment in Fiscal 2003?

          Depreciation $18.7 million
          Capital Expenditures $9.4 million

     11.  Does the company have plans to make other divestitures?

          Our objective is to concentrate our capital in branded and value-added
          food  products  to improve  overall  margin and return  opportunities.
          Other  recent  strategic   actions  toward  this  goal  have  included
          divesting our fresh beef and pork business (September 2002), divesting
          our   canned    seafood    business   (May   2003),    divesting   two
          cheese-processing  operations (May 2003), and the pending  divestiture
          of the chicken processing operations (expected to close soon).

     12.  Will there continue to be an Agricultural Products segment?

          No. The results of operations of the retained businesses from UAP will
          be reflected as part of the Food Ingredients segment.