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.