8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                             CURRENT REPORT Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                November 9, 2004
                Date of report (Date of earliest event reported)

                               ConAgra Foods, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

         1-7275                                           47-0248710
(Commission File Number)                      (IRS Employer Identification No.)

        One ConAgra Drive
            Omaha, NE                                      68102
(Address of Principal Executive Offices)                 (Zip Code)

                                                            (402) 595-4000
                         (Registrant's Telephone Number,
                              Including Area Code)


- -------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers.

     (c) ConAgra Foods  announced today the appointment of Frank Sklarsky to the
position of chief financial officer of the company. The press release announcing
the  appointment  is  attached  as an  exhibit  and is  incorporated  herein  by
reference.

     Prior to joining the company,  Mr.  Sklarsky,  age 47, was Vice  President,
Product Finance,  DaimlerChrysler Corporation since May 2001 and he was recently
announced as Vice President,  Corporate Financial Control.  From January 2000 to
April 2001, he was Vice  President,  Finance,  Dell Computer  Corporation.  From
February 1998 to December 1999, he was Vice President, Finance,  DaimlerChrysler
Corporation.

     Dwight Goslee, Executive Vice President,  Strategic Development,  served as
the interim chief  financial  officer  prior to Mr.  Sklarsky's  appointment.  A
summary of the material  terms of Mr.  Sklarsky's  employment  is attached as an
exhibit and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.                Description

99.1              Press Release dated November 9, 2004

10.1              Terms of Employment - Frank Sklarsky






                                   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:  November 9, 2004                 By:        /s/ Owen C. Johnson
                                           ------------------------------------
                                           Name:   Owen C. Johnson
                                           Title:  Executive Vice President,
                                                   Organization & Administration
                                                   and Corporate Secretary






                                  EXHIBIT INDEX


Exhibit                    Description                                  Page No.
99.1     Press release dated November 9, 2004..............................  5

10.1     Terms of Employment - Frank Sklarsky..............................  7

EX-99.1

                                                           FOR IMMEDIATE RELEASE


CONAGRA FOODS NAMES SKLARSKY AS NEW CFO

OMAHA,  Neb.,  Nov.  9, 2004 -- ConAgra  Foods Inc.  (NYSE:  CAG),  one of North
America's  leading  packaged  food  companies,  today  announced  that  Frank S.
Sklarsky is joining the company as Executive Vice President and Chief  Financial
Officer on December 1.

Sklarsky,  who will report to Chairman and Chief Executive  Officer Bruce Rohde,
comes to ConAgra Foods from DaimlerChrysler where he was Vice President, Product
Finance and was most recently announced as Vice President,  Corporate  Financial
Control.  He is a  seasoned  financial  executive  with  more  than 20  years of
corporate financial management  experience at DaimlerChrysler and Dell Computer,
plus experience in public accounting prior to that.

"Frank  brings a superb  track  record of  strategic,  operating  and  financial
leadership  to  his  new  position,   and  has   demonstrated   the  ability  to
significantly improve the cost effectiveness and quality of operations.  Frank's
in-depth  knowledge of  manufacturing,  cost  control,  performance  metrics and
supply  chain  management  will  play an  instrumental  role  in the  operating,
information  systems and marketing changes currently  underway at ConAgra Foods"
said Rohde. He continued,  "Our marketing,  operation and information  platforms
are key to our agenda to expand profit margins and improve returns on capital."





Prior to his most recent role at DaimlerChrysler, Sklarsky was Vice President of
Finance,  Product Quality,  Cost Management and Procurement.  He also previously
served as Vice President of Corporate Financial Activities.

Mr.  Sklarsky  holds a  bachelor's  degree  in  accounting  from  the  Rochester
Institute  of  Technology  and an MBA  from  Harvard  University.  He  also is a
Certified Public Accountant.

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.

EX-10.1

                                                                    Exhibit 10.1
                               CONAGRA FOODS, INC.
                         FRANK S. SKLARSKY - EMPLOYMENT
                                SUMMARY OF TERMS



Position:  Chief Financial Officer for ConAgra Foods, Inc.

1)   Annual Salary: $ 500,000 per annum payable bi-weekly.

2)   Annual Incentive: Participation in the annual management incentive program.
     Incentive  uncapped  but  targeted  at  100%  of  annual  salary.   Payment
     contingent   upon  the   achievement   of  business  goals  and  individual
     performance  objectives.  For the fiscal year ending May 2005 only,  a full
     year payout at target to facilitate  partial buy-out of incentive  position
     with current employer.

3)   Long Term Senior Management Incentive Plan:  Participation in ConAgra Foods
     long-term senior management  incentive  program at four units.  Eligibility
     for an award of equivalent value paid in restricted units on the same basis
     as other participants in the long-term program.

4)   Restricted  Stock  Grant:  One-time  grant of 50,000  restricted  shares of
     ConAgra Foods stock 100% vested on the fourth  anniversary of the grant; if
     employment  with ConAgra  Foods  terminates  prior to that date for reasons
     other than "cause", vest at 25% for each year of employment.

5)   Sign On Bonus:  Sign on payment of $350,000,  less  applicable  deductions,
     payable within 30 days of start date.  Resignation  within one year results
     in 100% of  re-payment  to the company;  if between one and two years,  50%
     repayment.

6)   Pension:  Participation  in ConAgra Foods pension program on the same basis
     as other participants.

7)   Supplemental  Employee Benefits:  Participation in the supplemental ConAgra
     Foods non-qualified pension plan that covers pensionable earnings (base and
     regular annual  incentives) above the IRS imposed limits, on the same basis
     as  other  participants.  Starting  at the end of 5th  year  of  continuous
     service  ,credit for one additional  year of service and an additional year
     of service  credit at the end of each year of  continuous  service  through
     year 14 for a total of ten additional credited years of service used in the
     calculation of the nonqualified pension benefit.

8)   401K Plan:  Participation in the ConAgra Foods' 401K Plan. Participation in
     the ConAgra Foods'  non-qualified 401K Plan.  Participation in each plan on
     the same basis as other participants.

9)   Relocation  Package:  Participation in ConAgra Foods' relocation program on
     the same  basis as  other  participants,  including  receipt  of a  $25,000
     payment  less  appropriate  taxes  upon  relocation  to Omaha and  mortgage
     assistance capped at a maximum of $30,000.