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..................................