8-A12B/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------

                                   FORM 8-A/A

                For Registration of Certain Classes of Securities
                     Pursuant To Section 12(b) or (g) of the
                         Securities Exchange Act of 1934

                               ConAgra Foods, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                                                47-0248710
(State of incorporation or organization)             (I.R.S. Employer
                                                      Identification No.)

One ConAgra Drive, Omaha NE                             68102-5001
(Address of principal executive offices)                (Zip Code)

 If this form relates to the registration of a class of securities pursuant to
     Section 12(b) of the Exchange Act and is effective pursuant to General
                Instruction A. (c), check the following box. [X]

 If this form relates to the registration of a class of securities pursuant to
     Section 12(g) of the Exchange Act and is effective pursuant to General
                Instruction A. (d), check the following box. [ ]

       Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered      Name of each exchange on which each
                                                class is to be so registered
Preferred Share Purchase Rights                  New York Stock Exchange

  Securities Act registration statement file number to which this Form relates:
                                (if applicable)

     Securities to be registered pursuant to Section 12(g) of the Act: None








This Form 8-A/A amends and supplements the Form 8-A filed by ConAgra Foods, Inc.
and dated July 12, 1996 with respect to Preferred Share Purchase Rights.

Item 1.   Description of Registrant's Securities to be Registered.

     ConAgra  Foods,  Inc.  (the  "Company")  on May 7, 2004  amended the Rights
Agreement, dated as of July 12, 1996 , between the Company and Wells Fargo Bank,
National  Association,  as Rights Agent (the "Rights Agreement").  The amendment
effectively  terminates the Rights Agreement and the associated  preferred share
purchase rights on May 14, 2004.

     The  amendment,  approved  by the Board on May 5, 2004 in  accordance  with
Section  27 of the  Rights  Agreement,  is  attached  hereto as an  exhibit  and
incorporated by reference.


Item 2.   Exhibits.

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








                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                     ConAgra Foods, Inc.

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

Date:  May 7, 2004








                                  EXHIBIT INDEX


Exhibit           Description

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

EX-99.1

                                  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