MCGRATH NORTH MULLIN & KRATZ, PC LLO
                                ATTORNEYS AT LAW
                         SUITE 3700 FIRST NATIONAL TOWER
                    1601 DODGE STREET, OMAHA, NEBRASKA 68102
                                  402-341-3070
                               FAX: 402-341-0216

                                                                    
JOHN E. NORTH           EDWARD G. WARIN       KEITH P. LARSEN                VICKI L. COLWELL
DEAN G. KRATZ           JAMES S. JANSEN       PATRICK C. STEPHENSON          MICHELLE M. DOUGLAS
DAVID L. HEFFLINGER     J. TERRY MACNAMARA    PATRICK E. BROOKHOUSER, JR.    JASON D. BENSON
JAMES P. FITZGERALD     MICHAEL G. MULLIN     DANIEL C. PAPE                 KATHRYN D. FOLTS
LEO A. KNOWLES          NICHOLAS K. NIEMANN   MICHAEL J. WEAVER, JR.         MICHAEL T. EVERSDEN
TERRENCE D. O'HARE      PATRICK J.BARRETT     JAMES M. SULENTIC              BRIAN T McKERNAN
JOHN F. THOMAS          STEVEN F. CASE        THOMAS J. KELLEY               MICHAELA A. MESSENGER
JEFFREY J. PIRRUCCELLO  JAMES G. POWERS       TERRY BAUMAN WHITE             AMY L. THOMAS
JOHN P. PASSARELLI      RONALD L. COMES       WILLIAM J. BIRKEL              KAREN P. DOUGLAS
LEE H. HAMANN           GARY E. WENCE         JOHN J. SCHIRGER               THOMAS O. KELLEY
RANDAL M.LIMBECK        DAVID G. ANDERSON     PATRICK J. STRAKA              LISA M.KULHAVY
MARK E. ENENBACH        DAVID H. ROE          AARON A. CLARK                 ERIC W.TIRITILLI
ROGER J. MILLER         ROBERT G. DAILEY      PATRICK R. McGILL              NATHAN L MAILANDER
TIMOTHY J.PUGH          DOUGLAS E. QUINN      W. GREGORY O'KIEF              KAREN E. I. ANDERSON
ROBERT D. MULLIN, JR.   J. SCOTT PAUL         CHRISTOPHER M. BIKUS
JAMES D. WEGNER         JAMES J. FROST        DANIEL E. BLAKELY
THOMAS C. McGOWAN       GUY LAWSON            THOMAS H. McLEAY
A. STEVENSON BOGUE      JOHN A. ANDREASEN     JENNIFER J. STRONG
WILLIAM E. HARGENS      SANDRA D. MORAR       KRISTOPHER J. COVI             OF COUNSEL
ROGER W. WELLS          DAVID C. NELSON       JEFFREY S. PENNE               DONALD B. daPARMA
ROBERT J. BOTHE         JAMES J. NIEMEIER     DIMITER V. TODOROV             RODNEY SHKOLNICK



                                                     March 4, 2005


Via EDGAR

H. Roger Schwall
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         RE:      ConAgra Foods, Inc.
                  Form 10-K for the year ended May 30, 2004
                  Form 10-Q for the quarterly period ended November 28, 2004
                  File number 1-7275

Dear Mr. Schwall:

         This letter sets forth ConAgra Foods' responses with respect to the
staff's comment letter dated February 7, 2005 on ConAgra Foods' Form 10-K for
the year ended May 30, 2004 and Form 10-Q for the quarter ended November 28,
2004. The numbered responses in this letter correspond to the numbered
paragraphs of the comment letter. We have also included the comment along with
ConAgra Foods' response for each comment to aid the review process.

1.   FORM 10-K, YEAR ENDED MAY 30, 2004

Management's Discussion & Analysis, Page 54

     1.   Please expand MD&A, including Critical Accounting Policies, to clearly
          provide the following information with respect to your pension plans:

          (a)  The  significant  assumptions  and estimates  used to account for
               pension  plans  and how those  assumptions  are  determined;  for
               example,    the   method    (arithmetic/simple    averaging    or
               geometric/compound  averaging)  and source of return data used to
               determine the expected  return  assumption  and the  assumptions,
               estimates and data sources used to determine the discount rate;

          (b)  The effect the pension plans had on results of  operations,  cash
               flow and  liquidity,  including  the  total  amount  of  expected
               pension  returns  included  in  earnings  and the  amount of cash
               outflows used to fund the pension plan;

          (c)  Any expected change in pension trends, including known changes in
               the  expected  return  assumption  and  discount  rate to be used
               during  the next  year and the  reasonably  likely  impact of the
               known change in  assumption  on future  results of operation  and
               cash flows;

          (d)  The amount of current  unrecognized  losses on pension assets and
               the estimated  effect of those losses on future pension  expense;
               and

          (e)  A  sensitivity  analysis that  expresses the potential  change in
               expected  pension  returns  that would  result from  hypothetical
               changes to pension assumptions and estimates.

Response:

The company believes that its disclosures regarding its accounting policies for
pension plans in its Annual Report on Form 10-K for fiscal year 2004 were
adequate to provide an investor with a reasonable understanding of the
significant judgments used by management in its determination of pension
expense. However, in response to the Staff's comments, the company proposes to
expand its disclosures regarding pension plans under Critical Accounting
Policies beginning with the company's Quarterly Report on Form 10-Q for the
fiscal quarter ended February 27, 2005, as follows. Certain amounts in the
proposed expanded disclosures were not finalized as of the date of this letter
and have been left blank for purposes of this letter only.

In addition, if the company, prior to the filing of its third quarter Form 10-Q,
determines the expected rate of return and discount rate  assumptions to be used
in calculating the pension and  postretirement  expense for its next fiscal year
and the  estimated  impact of these  assumptions  on the  company's  results  of
operations and cash flows, the company will also include this information in the
proposed disclosure.

"The company recognized net pension expense of $75.7 million, $84.4 million, and
$43.8 million respectively in fiscal years 2004, 2003 and 2002, which reflected
expected returns on plan assets of $127.1 million, $113.1 million and $136.0
million, respectively. The company contributed $65.8 million, $233.2 million and
$14.1 million to the company's pension plans in fiscal years 2004, 2003 and
2002, respectively.

One of the significant assumptions used to account for the company's pension
plans is the expected long-term rate of return on plan assets. In developing the
assumed long-term rate of return on plan assets for determining net periodic
pension cost, the company considers long-term historical returns (arithmetic
average) of the plan's investments, the asset allocation among types of
investments, estimated long-term returns by investment type from external
sources, and the current economic environment. Based on this information, the
company selected 7.75% for the long-term rate of return on plan assets for
fiscal year 2004 for its pension plans. The company has selected 7.75% for the
long-term rate of return on plan assets for determination of pension expense for
fiscal 2005. A 25 basis point increase/decrease in the company's expected
long-term rate of return assumption as of the beginning of fiscal 2005 would
decrease/increase net periodic pension cost for the company's pension plans by
approximately $4.3 million.

When calculating expected return on plan assets for pension plans, the company
uses a market-related value of assets that spreads asset gains and losses
(differences between actual return and expected return) over five years. As of
May 30, 2004, the amount of unrecognized losses on company pension plan assets
was $160 million. The amount of unrecognized losses will change each year as the
actual return on plan assets varies from the expected rate of return. Assuming
no further change in the unrecognized losses in future periods, these losses
would be recognized in future years resulting in an increase in net periodic
pension cost of $__ million in fiscal 2005.

Another significant assumption for pension plan accounting is the discount rate.
The company selects a discount rate each year for its plans based upon a
hypothetical bond portfolio for which the cash flows from coupons and maturities
match the year-by-year, projected benefit cash flows for the company's pension
plans. The hypothetical bond portfolio is comprised of high-quality fixed income
debt instruments (usually Moody's Aa) available at the measurement date. Based
on this information, the discount rates selected by the company for
determination of pension expense for the fiscal years ending May 30, 2004, May
25, 2003 and May 26, 2002 were 6.5%, 7.25% and 7.5%, respectively. The company
has selected a discount rate of 6.0% for determination of pension expense for
fiscal 2005. This decrease in the discount rate is expected to increase net
periodic pension cost by $___ but to result in no incremental company
contributions to the pension plans in fiscal 2005. A 25 basis point
increase/decrease in the company's discount rate assumption as of the beginning
of fiscal 2005 would decrease/increase net periodic pension cost for the
company's pension plans by $___.

The rate of compensation increase is another significant assumption used in the
development of accounting information for pension plans. The company determines
this assumption based on its long-term plans for compensation increases and
current economic conditions. Based on this information, the company selected
4.5% for fiscal year 2004 and 5.5% for fiscal years 2003 and 2002 as the rate of
compensation increase for its pension plans. The company has selected 4.5% for
the rate of compensation increase for determination of pension expense for
fiscal 2005. A 25 basis point increase/decrease in the company's rate of
compensation increase assumption as of the beginning of fiscal 2005 would
increase/decrease net periodic pension cost for the company's pension plans by
approximately $___.

The company also provides certain postretirement health care benefits and
accounts for the related plans in accordance with SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions." The postretirement
benefit cost and obligation are also dependent on the company's assumptions used
for the actuarially determined amounts. These assumptions include discount rates
(discussed above), health care cost trend rates, inflation rates, retirement
rates, mortality rates and other factors. The health care cost trend assumptions
are developed based on historical cost data, the near-term outlook and an
assessment of likely long-term trends. Assumed inflation rates are based on an
evaluation of external market indicators. Retirement and mortality rates are
based primarily on actual plan experience. The discount rate selected by the
company for determination of postretirement expense for fiscal year 2004 was
6.0%. The company has selected a discount rate of 6.0% for determination of
postretirement expense for fiscal 2005. A 25 basis point increase/decrease in
the company's discount rate assumption as of the beginning of fiscal 2005 would
decrease/increase net periodic postretirement cost for the company's plans by
$__. The company has assumed the initial year increase in cost of health care to
be 10%, with the trend rate decreasing to 5% by 2011. A one percentage point
change in assumed health care cost trend rates would have the following effect:



                                                  One Percent       One Percent
                                                   Increase           Decrease
   (in millions)
   Effect on total service and interest cost      $    4.0         $   (3.3)
   Effect on postretirement benefit obligation        50.4            (42.5)


The company provides workers' compensation benefits to its employees. The
measurement of the liability for the company's cost of providing these benefits
is largely based upon actuarial analysis of costs. One significant assumption
made by the company is the discount rate used to calculate the present value of
its obligation. The discount rate used at May 30, 2004 was 6.0%. A 25 basis
point increase/decrease in the discount rate assumption would not have a
material impact on workers' compensation expense."

LIQUIDITY AND CAPITAL RESOURCES, PAGE 62

     2.   Expand your discussion of the cash generated from operating activities
          to provide  explanations of the underlying  reasons for the changes in
          your working  capital  accounts.  Within your revised  discussion  you
          should consider  addressing whether the material line item changes are
          indicative of a trend or are non-recurring in nature.  Please refer to
          FRC Section 501.13 for additional guidance.

Response:

In accordance with FRC Section 501.13, the company disclosed in its discussion
of liquidity and capital resources the decrease of $470 million in amounts sold
under its accounts receivable securitization program. This effectively explains
90% of the change in the company's accounts receivable balances. The company
believes the remaining changes in working capital accounts were not indicative
of significant trends or material non-recurring items, but rather normal
cyclical changes in inventory and accounts payable balances within the company's
industry. The company respectfully submits that it will continue to assess the
nature of changes in its working capital and to provide further details in
future filings of material changes in its working capital accounts which are
indicative of trends or are non-recurring.

CRITICAL ACCOUNTING ESTIMATES, PAGE 65

     3.   The disclosures of your critical accounting policies appear to be more
          descriptive  of the  accounting  policies  utilized,  rather  than any
          specific  uncertainties  underlying  your  estimates.  These  critical
          accounting  policies  appear to have critical  judgment and estimation
          attributes,  but  the  disclosures  you  provide  do not  sufficiently
          address these attributes.

          Please revise your disclosures to address the material implications of
          the  uncertainties  that are associated with the methods,  assumptions
          and  estimates   underlying   your  critical   accounting   estimates.
          Specifically, you should provide the following:

          (a)  An  analysis  of  the  uncertainties  involved  in  applying  the
               principle and the variability that is reasonably likely to result
               from its application.

          (b)  An analysis  of how you  arrived at the measure and how  accurate
               the estimate or underlying assumptions have been in the past.

          (c)  An  analysis  of your  specific  sensitivity  to change  based on
               outcomes that are reasonably  likely to occur and have a material
               effect.

Response:

The company believes its existing disclosures in its Annual Report on Form 10-K
for fiscal year 2004 were appropriate to provide an investor with a reasonable
understanding of the significant judgments used by management in its
determination of its critical accounting estimates. However, in response to the
Staff's comments, the company proposes to expand the disclosure relating to
certain of its critical accounting policies beginning with the company's
Quarterly Report on Form 10-Q for the fiscal quarter ended February 27, 2005, as
follows:

Marketing Costs

The company spends approximately $2.8 billion on approximately 200,000
individual marketing programs annually with each program reflecting its own
specific terms. As such, the company believes providing variability, historical
accuracy, and sensitivity information is not meaningful given the large number
of programs and each program's unique nature. However, in order to be more
descriptive in its disclosure, the company proposes to supplement the current
disclosure by adding the following:

"The company enters into approximately 200,000 individual marketing programs
annually resulting in approximately $2.8 billion in annual costs. Changes in the
assumptions used in estimating the cost of any of the individual marketing
programs would not result in a material change in the company's results of
operations or cash flows."

Income Taxes

The company proposes to prospectively supplement the current disclosure with the
following:

"At May 30, 2004, the company maintained a valuation allowance of $44.8 million
related to certain foreign tax credits, as the company does not believe it will
generate sufficient foreign source income to realize a tax benefit from these
foreign tax credits. If management were to determine that such foreign tax
credits could be utilized in the future, the valuation allowance would be
reduced or eliminated and the impact on earnings could be significant."

Environmental Liabilities

The company proposes to prospectively supplement the current disclosure with the
following:

"The company has recognized a reserve of approximately $115 million for
environmental related liabilities. Historically, the underlying assumptions
utilized by the company in estimating this reserve have been appropriate as
actual payments have not differed materially from the previously estimated
reserve balances, nor have significant adjustments to this reserve balance been
necessary. The reserve for each site is determined based on an assessment of the
most likely required remedy and a related estimate of the costs required to
effect such remedy."

Impairment of  Long-Lived  Assets  (including  property,  plant and  equipment),
Goodwill and Identifiable Intangible Assets

The company proposes to prospectively supplement the current disclosure with the
following:

"The  company  utilizes  a  "relief  from  royalty"  methodology  in  evaluating
impairment of its brands/trademarks.  This methodology determines the fair value
of each brand through use of a discounted  cash flow model that  incorporates an
estimated  "royalty  rate" the company would be able to charge a third party for
the use of the particular brand. A one percentage point increase in the discount
rate assumptions used to estimate the fair values of the company's  goodwill and
other identifiable  intangible assets would not result in a material  impairment
charge."

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS, PAGE 81

     4.   Please provide  detail of the items  included in your  non-amortizable
          intangible  asset  account  balance.  Provide a detailed  analysis  to
          support your position that these intangible  assets have an indefinite
          useful  life.  Also,  please  explain to us in detail how you evaluate
          them for impairment under FASB Statement No. 142.

Response:

The company's intangible assets not subject to amortization are comprised of the
following balances as of May 30, 2004:


     (in millions)
     Brands/Trademarks                                        $  776.4
     Pension Intangible Asset                                 $   20.3
     Miscellaneous                                            $    1.4
                                                              ---------
                                            Total              $ 798.1

The company performs an annual review of its  brands/trademarks to determine the
expected  use of each  asset.  As of May 30,  2004,  the company did not plan to
discontinue  the use of any of its  brands/trademarks  for which it has assigned
indefinite  lives.  In  addition,  the  company  was  not  aware  of any  legal,
regulatory,  contractual,  competitive, economic, or other factors which limited
the lives of these intangible assets.

In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, the
company performs an annual impairment analysis of its intangible assets not
subject to amortization (and more frequently if events or changes in
circumstances indicate that an asset may be impaired). The company utilizes a
commonly used "relief from royalty" methodology in evaluating impairment of its
brands/trademarks. This methodology determines the fair value of each brand
through use of a discounted cash flow model that incorporates an estimated
"royalty rate" the company would be able to charge a third party for the use of
the particular brand.

The pension related intangible asset is accounted for in accordance with SFAS
No. 87, Employers' Accounting for Pensions, and is therefore not subject to
impairment analysis under SFAS No. 142.

The company proposes to modify its disclosures prospectively beginning with the
quarterly report on Form 10-Q for the fiscal quarter ended February 27, 2005 to
separately disclose brands/trademarks.

PRE-TAX INCOME AND INCOME TAXES, PAGE 85

     5.   We note during  fiscal year 2004 you reduced the  valuation  allowance
          associated  with the capital loss  carryforwards  (from fresh beef and
          pork divestiture) when you determined  sufficient  capital gains would
          be generated from the termination of interest rate swap agreements and
          the  disposition of UAP North America which enabled you to realize the
          benefit of the deferred tax asset.  Supplementally tell us why you did
          not  consider  such  factors in your  realization  test in fiscal year
          2003, and why you believe the adjustment to the valuation allowance in
          fiscal 2004 should be considered a change in accounting estimate.

Response:

During fiscal 2003, the company generated capital loss carryforwards as a result
of its fresh beef and pork divestiture. As of May 25, 2003, the company believed
the deferred tax assets associated with the capital loss carryforwards would not
be realized for tax purposes as the company had determined it was not probable
that it would generate sufficient future capital gains to realize the tax
benefits associated with these capital losses. Therefore, the company did not
recognize the deferred tax assets associated with these capital losses.

The company initially established the interest rate swaps in order to hedge the
fair value of a significant amount of the company's long-term debt. Although the
interest rate derivative instruments (the swaps) were in a net unrealized gain
position during fiscal 2003, as of May 25, 2003, it was the company's intent to
continue the hedge indefinitely. As such, the company did not expect to realize
capital gains, as capital gains would have only resulted from the eventual
termination of the swap agreements.

In September 2003 (prior to filing the first quarter fiscal 2004 Form 10-Q), the
company closed out all of its interest rate swap agreements, as interest rates
had reached forty-year lows and the company's Risk Management Committee
determined that improving economic conditions would likely result in rising
interest rates, thereby causing the continuation of the hedge to be unwarranted.
The termination of these interest rate swap agreements will generate capital
gains which the company will recognize in its income tax returns over the next
several years. As a result of the expected termination of these interest rate
swap agreements, the company determined as of the end of the first quarter of
fiscal 2004 it was then more likely than not it would be able to realize the
deferred tax assets associated with the capital loss carryforwards.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED NOVEMBER 28, 2004

Note 2.  Discontinued Operations and Divestitures, Page 9.

     6.   Please  supplementally  provide  further  detail  on the  transactions
          related to fresh beef and pork divestitures entered into during fiscal
          year 2005. In your response, please include the following:

          (a)  Details on the agreement  reached with  affiliates of Swift Foods
               by which the company took control and ownership of  approximately
               $300  million of the net assets of the cattle  feeding  business,
               including feedlots and live cattle.

          (b)  How you accounted for the  acquisition and sale of cattle feeding
               business,  including  feedlots and live cattle and the accounting
               guidance applied.

          (c)  Status of note receivable  (maturing in September 2004) issued in
               connection with the sale of cattle feeding business.

Response:

In  September  2002,  the  company  sold a 55%  interest  in its cattle  feeding
operations to Swift Cattle Holdco ("Swift") and retained a 45% equity investment
in these  operations.  As the company  financed  100% of the purchase  price and
agreed to finance the cattle feeding  operations,  the legal  divestiture of the
cattle  feeding  business was not  recognized  as a divestiture  for  accounting
purposes in accordance with Staff Accounting  Bulletin Topic 5E,  Accounting for
Divestiture  of a  Subsidiary  or Other  Business  Operation.  Accordingly,  the
company aggregated the assets and liabilities associated with the cattle feeding
business in its  balance  sheets  within  "other  assets" and "other  noncurrent
liabilities"  and  included  the 45%  interest in the cattle  feeding  business'
results of operations  within the company's equity method  investment  earnings.
The equity method  investment  earnings have been  presented  outside of segment
operating results since the legal divestiture.

In September 2004, Swift was in default on the credit agreement by which the
company had financed 100% of the purchase price in the September 2002
transaction. On September 24, 2004, the company reached an agreement in lieu of
foreclosure with Swift by which the company took ownership of the common stock
of MFI, Inc., the holding company which owns Monfort Finance Company, Inc.
("MFC"), the cattle feeding operations.

On October 15, 2004, the company sold the common stock of MFC (the disposal
group) to Smithfield Foods, an unrelated party, for cash consideration. The
company recorded a gain due to the reacquisition (via agreement in lieu of
foreclosure) and subsequent sale of MFC totaling $19 million (net of taxes of
$11.6 million). As part of the contract of sale, the cattle inventory and
related cattle futures positions used to mitigate price risk in the inventory
were retained by the company.

It is customary in the cattle feeding  industry for a seller of such  operations
to retain and  "feed-out"  the cattle on hand.  The point in time upon which the
cattle  inventory  will  ultimately  be sold to a  processor  is subject to very
accurate  forecasting  due to the  nature of the  operations.  Accordingly,  the
cattle  inventory  will remain at the feedlots of MFC,  which is now operated by
Smithfield  Foods.  The cattle  will be fed and cared for by the cattle  feeding
operator  until they have reached  appropriate  weight for  slaughter,  at which
time,  the  company  will sell the cattle to a processor  at fair market  value.
During the period from October 15, 2004 through the date on which the cattle are
sold to a processor  (all of the cattle will be processed  by April  2005),  the
company  will pay usual and  customary  rates for feeding and care to the cattle
feeding business.  Subsequent to September 24, 2004,  profits or losses from the
sales of the cattle inventory are recognized within discontinued operations.  As
a result of the sale of the cattle  feeding  business to Smithfield  Foods,  the
company is no longer in the cattle feeding business.

Per paragraph 30 of SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, "a long-lived asset (disposal group) to be sold shall be
classified as held for sale in the period in which all of the following criteria
are met:

          a.   Management,  having the authority to approve the action,  commits
               to a plan to sell the disposal group;

          b.   The disposal group is available for immediate sale in its present
               condition subject to terms that are usual and customary for sales
               of such disposal groups;

          c.   An active program to locate a buyer and other actions required to
               complete the plan to sell the disposal group have been initiated;

          d.   The sale of the disposal  group is probable,  and transfer of the
               disposal  group is  expected  to  qualify  for  recognition  as a
               completed sale, within one year...;

          e.   Actions  required  to  complete  the  plan  indicate  that  it is
               unlikely  that  significant  changes  to the plan will be made or
               that the plan will be withdrawn."

Management determined that, at November 28, 2004, each of these criteria had
been met, as is evidenced by the sale of the cattle feeding business, subject to
terms that are usual and customary for sales of this type of disposal group.

The company determined that the sale of the cattle inventory to a processor in
transactions subsequent to the sale of the legal entity, which represents the
disposal group, is not an abandonment through "run-off" of operations. Rather,
this represents a sale of a business under terms which are usual and customary
in the industry. Accordingly, the company determined EITF D-104, Clarification
of Transition Guidance in Paragraph 51 of FASB Statement No. 144 (which was
issued in response to regulatory or contractual issues which do not apply to the
company's current transactions) that states "if...a component of an entity will
be abandoned through the liquidation or run-off of operations, that component
should not be reported as a discontinued operation in accordance with Statement
144 until all operations, including run-off operations, cease" did not apply.

In applying SFAS No. 144, the company has reflected the assets,  liabilities and
results of operations of the cattle feeding business as discontinued  operations
subsequent to the  reacquisition of the cattle feeding business on September 24,
2004.  Based on research and  consultation,  it was determined  that the company
would not reflect the  historical  results of operations  of the cattle  feeding
business as  discontinued  operations  during those periods that the company had
retained a 45%  equity  interest  in the cattle  feeding  business  (i.e.,  from
September  2002  through  September  2004)  and for those  periods  prior to the
September 2002 sale of the cattle feeding business.

         The company acknowledges that the adequacy and accuracy of the
disclosure in its filing with the Commission is the responsibility of the
company. The company acknowledges that Staff comments or changes to disclosures
in response to Staff comments do not foreclose the Commission from taking any
action with respect to the filing. The company also acknowledges that Staff
comments may not be asserted as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

         We appreciate the Staff's assistance in this process and would be
willing to discuss with you at your earliest convenience any additional comments
the Staff may have. Please contact Dave Hefflinger or Guy Lawson at 402-341-3070
with questions or comments on this response letter.

                                                     Very truly yours,

                                                      /s/ Guy Lawson

                                                     Guy Lawson


Cc:  Frank Sklarsky
     (Executive Vice President,  Chief Financial Officer, ConAgra Foods, Inc.)

     John Gehring
     (Senior Vice President, Controller, ConAgra Foods, Inc.)

     David Hefflinger (McGrath North Mullin & Kratz, PC LLO)

     Roger Wells (McGrath North Mullin & Kratz, PC LLO)