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


                                December 4, 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 December 4, 2003,  ConAgra Foods, Inc. issued a press release announcing
a stock  repurchase  program for up to $1 billion of the company's common stock.
The press  release is  attached  as exhibit  99.1 and a related  Q&A,  posted on
ConAgra Foods'  website,  is attached as exhibit 99.2. The press release and Q&A
are incorporated by reference.

Item 7(c).  Exhibits.

99.1     Press release dated December 4, 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:  December 4, 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 December 4, 2003............................

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

EX-99.1

CONAGRA FOODS ESTABLISHES $1 BILLION SHARE REPURCHASE PROGRAM

OMAHA,  Neb., Dec. 4, 2003 -- ConAgra Foods,  Inc. (NYSE:  CAG), home of many of
America's favorite food brands,  announced today that its board of directors has
authorized  the  repurchase of up to $1 billion  worth of the  company's  common
stock in the open market and in privately  negotiated  transactions.  $1 billion
equates to approximately 40 million shares;  40 million shares  represents close
to 7% of the company's existing common stock.

"In the  last  few  years,  we  have  reshaped  the  company  through  strategic
acquisitions  and  divestitures  and created one of America's  leading  packaged
foods  companies.  The company's  business mix is vastly different today than it
was just a few years  ago.  Our  margins  are  improved,  the  amount of debt we
incurred  for recent  acquisitions  has been  repaid,  and our cash  position is
strong.  Our  repurchase  program  underscores  our confidence in ConAgra Foods'
future and our commitment to strong capital policy," said Bruce Rohde,  chairman
and chief executive officer of ConAgra Foods.

"We are confident that our packaged food  portfolio will show solid  performance
in sales, profits and free cash flow. Our objective is to appropriately  balance
the cash returned to shareholders  through  dividends and share repurchases with
the cash  reinvested in the business for profitable  future  growth.  This share
repurchase  program reflects prudent  deployment of capital right now as well as
our commitment to creating long-term value for shareholders."





The company  expects to start  repurchasing  shares after Dec. 18, 2003, and the
exact quantity of shares repurchased and dates of those purchases will depend on
market conditions.

Additional  details  regarding this release are posted in a  question-and-answer
document located on the company's Web site, www.conagrafoods.com, in the section
for investors.

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, Brown 'N Serve,  Butterball,  Chef Boyardee,
Cook's,  Crunch 'n Munch, DAVID, Decker,  Eckrich,  Egg Beaters,  Fleischmann's,
Gulden's,  Healthy Choice, Hebrew National,  Hunt's, Kid Cuisine,  Knott's Berry
Farm, La Choy, Lamb Weston, Libby's,  Lightlife,  Louis Kemp, Lunch Makers, MaMa
Rosa's,  Manwich,  Marie  Callender's,   Orville  Redenbacher's,   PAM,  Parkay,
Pemmican,  Peter Pan, Reddi-wip,  Rosarita,  Ro*Tel, Slim Jim, Snack Pack, Swiss
Miss, Van Camp's,  Wesson,  Wolf, 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: ConAgra Foods Share Repurchase Program
December 4, 2003


1.   What changes have taken place in the company's portfolio,  and how do those
     changes fit with the company's strategy?

     ConAgra Foods has acquired  branded and value-added  products over the last
     few years, and has recently divested several commodity-oriented businesses,
     including

     o    fresh beef and pork processing operations (sold September 2002),

     o    commodity cheese operations (sold May 2003),

     o    canned seafood operations (sold May 2003),

     o    chicken processing operations (sold November 2003), and

     o    agricultural distribution operations (sold November 2003).

     The  company is focused  on  branded,  value-added  food  products  for the
     purpose of producing  strong  operating  profit margins,  strong returns on
     capital, as well as reduced earnings volatility.

2.   Why is the company planning to repurchase shares?

     This is part of a strategic capital  allocation  policy. We believe a share
     repurchase  program  is the best use of  excess  cash at this time and will
     help create  shareholder  value.  We are generating  strong cash flows from
     operating our business; in addition, we have recently generated significant
     cash proceeds from divesting businesses.

3.   Does  repurchasing  shares  suggest  that the  company  does not  expect to
     continue to grow through strategic  acquisitions,  or that it is not likely
     to pay down any more debt?

     ConAgra  Foods  generates a  substantial  amount of cash  annually,  and we
     expect to continue to deploy that cash toward  investing for future growth,
     paying dividends, repaying debt, and repurchasing shares as appropriate.

     o    Due to the debt  repayment  that we have made over the last two years,
          we have very little short-term or callable long-term debt right now.

     o    As a point of  reference,  in fiscal 2001, we purchased a branded food
          company,  IHF,  for  slightly  less than $3 billion.  We paid for that
          acquisition by assuming and issuing  approximately $2 billion worth of
          debt, and issuing common shares for the balance of the purchase price.

          o    Over  the last two  years,  we have  repaid  the  amount  of debt
               associated with the transaction.

          o    Once we have completed the share repurchase  program discussed in
               today's news announcement,  we will also have repurchased most of
               the shares issued with that transaction.

     o    We continue to expect to grow through strategic acquisitions conducted
          opportunistically.