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


                                   May 7, 2004
                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 May 10, 2004, ConAgra Foods, Inc. issued a press release announcing that
its Board of Directors approved an amendment to the Rights Agreement, dated July
12, 1996, between ConAgra Foods and Wells Fargo Bank, National  Association (the
"Rights Agreement").  The amendment effectively  terminates the Rights Agreement
and the associated  preferred  share purchase  rights on May 14, 2004. The Board
also adopted the following new policy regarding rights plans:

     "The  Corporation's  Rights Plan will expire effective May 14, 2004 and the
Board has no current  intention  to adopt a new  shareholder  rights  plan.  The
Board's  policy is that it will only adopt a shareholder  rights plan if either:
(1) the stockholders  have approved adoption of the rights plan or (2) the Board
in its exercise of its fiduciary  responsibilities,  including a majority of the
independent  members  of the  Board,  makes  a  determination  that,  under  the
circumstances  existing  at  the  time,  it is in  the  best  interests  of  the
stockholders  to adopt a  shareholder  rights plan without the delay in adoption
that  would  come  from  the time  reasonably  anticipated  to seek  stockholder
approval."

     A copy of the  amendment  of the Rights  Agreement  is  attached  hereto as
Exhibit  4.1 and  incorporated  by  reference.  A copy of the press  release  is
attached hereto as Exhibit 99.1 and incorporated by reference.

Item 7(c).  Exhibits.

     Exhibit 4.1.  Amendment  to Rights  Agreement,  dated as of May 7,  2004,
                   between ConAgra Foods, Inc. and Wells Fargo Bank, National
                   Association

     Exhibit 99.1 Press release dated May 10, 2004.






                                   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:  May 10, 2004                By:    /s/ J.P. O'Donnell
                                       ------------------------------------
                                       Name:    J.P. O'Donnell
                                       Title:   Executive Vice President







                                  EXHIBIT INDEX


Exhibit                    Description                                 Page No.



4.1      Amendment to Rights Agreement, dated as of May 7, 2004, between
         ConAgra Foods, Inc. and Wells Fargo Bank, National Association....

99.1     Press release dated May 10, 2004..................................

EX-4.1

                                  AMENDMENT TO
                                RIGHTS AGREEMENT


                  AMENDMENT (the "Amendment"), dated as of May 7, 2004, to the
Rights Agreement, dated as of July 12, 1996 (the "Rights Agreement"), between
ConAgra Foods, Inc., a Delaware corporation (the "Company"), and Wells Fargo
Bank, National Association, as Rights Agent (the "Rights Agent").

                                    RECITALS

                  WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement.

                  WHEREAS, pursuant to Section 27 of the Rights Agreement, from
time to time the Company may, and the Rights Agent shall if the Company so
directs, from time to time supplement and amend the Rights Agreement.

                  WHEREAS, the Board of Directors of the Company has determined
that an amendment to the Rights Agreement as set forth herein is necessary and
desirable in connection with the foregoing and the Company desires to evidence
such amendment in writing.

                  WHEREAS, all acts and things necessary to make this Amendment
a valid agreement, enforceable according to its terms have been done and
performed, and the execution and delivery of this Amendment by the Company have
been in all respects duly authorized by the Company.

                  Accordingly, the parties agree as follows:

     A.  Amendment  of Section  7(a).  Section  7(a) of the Rights  Agreement is
hereby amended and  supplemented  by deleting "(i) the close of business on July
12, 2006 (the "Final Expiration Date")" and replacing it with the following:

     "(i) the close of business on May 14, 2004 (the "Final Expiration Date")"

     B.  Effectiveness.  This Amendment shall be deemed effective as of the date
first written above, as if executed on such date. Except as amended hereby,  the
Rights  Agreement  shall  remain in full force and effect and shall be otherwise
unaffected hereby.

     C. Miscellaneous. This Amendment shall be deemed to be a contract under the
laws of the  State  of  Delaware  and for all  purposes  shall be  governed  and
construed in accordance  with the laws of such state  applicable to contracts to
be made and performed entirely within such state. If any provision,  covenant or
restriction  of this Amendment is held by a court of competent  jurisdiction  or
other authority to be invalid,  illegal or  unenforceable,  the remainder of the
terms, provisions,  covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected,  impaired or invalidated.
Except as otherwise  expressly  provided herein, or unless the context otherwise
requires, all terms used herein have the meanings assigned to them in the Rights
Agreement. The Rights Agent and the Company hereby waive any notice




requirement under the Rights Agreement pertaining to the matters covered by this
Amendment.



CONAGRA FOODS, INC.                      WELLS FARGO BANK, NATIONAL ASSOCIATION


By:   /s/ J.P. O'Donnell                 By:  /s/ Kenneth P Swanson
   ------------------------------           ------------------------------
   Name:  J.P. O'Donnell                    Name:  Kenneth P Swanson
   Title: Executive Vice President          Title: Vice President

EX-99.1

ConAgra Foods Takes Action on Stockholders' Rights Plan

OMAHA,  Neb., May 10, 2004 - ConAgra Foods (NYSE:CAG),  one of America's leading
packaged food  companies,  announced today that its Board of Directors has voted
to terminate the ConAgra Foods stockholders' rights plan effective May 14, 2004.
The rights plan had been scheduled to expire in July 2006.

The company also today  announced that its Board of Directors has approved a new
policy. The policy is that the Board will not adopt a stockholders'  rights plan
in the future unless either the stockholders  approve its adoption or the Board,
in the exercise of its fiduciary duties, including a majority of the independent
directors,  determines  that, under the given  circumstances,  it is in the best
interests  of the  stockholders  to adopt a rights  plan  without the delay that
would come from the time reasonably anticipated to seek shareholder approval.

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,
Golden Cuisine,  Gulden's, Healthy Choice, Hebrew National, Hunt's, Kid Cuisine,
Knott's Berry Farm, La Choy, Lamb Weston, Libby's, Life Choice, Lightlife, 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.