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)


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          (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