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


                                 April 13, 2005
                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 2.02. Results of Operations and Financial Condition

     ConAgra Foods,  Inc. issued a press release on April 13, 2005 in connection
with the company's  filing today of its Form 10-Q for the quarterly period ended
February 27, 2005. The press release, and a subsequent communication used by the
company,  are  furnished  with  this  Form  8-K  as  exhibits  99.1.  and  99.2,
respectively.






                                   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:  April 13, 2005                 By:  /s/ Frank S. Sklarsky
                                         ------------------------------------
                                         Name:   Frank S. Sklarsky
                                         Title:  Executive Vice President,
                                                 Chief Financial Officer






                                  EXHIBIT INDEX


Exhibit                    Description                              Page No.


99.1    Press release dated April 13, 2005............................5
99.2    April 13, 2005 company communication..........................6

EX-99.1

CONAGRA FOODS FILES THIRD-QUARTER 10-Q

     OMAHA, Neb., April 13, 2005 -- ConAgra Foods Inc. (NYSE: CAG), one of North
America's  leading packaged food companies,  today filed its third quarter 10-Q,
and in it restated  historical results to correct errors in previously  reported
amounts relating to income tax matters.

     The quarterly filing shows diluted earnings per share (EPS) for the quarter
ended February 27, 2005 of $0.32. The company previously  announced  preliminary
third  quarter  diluted  earnings  per share of $0.31.  The change  reflects the
impact of final adjustments to the company's tax expense for the third quarter.

     In its news release of March 24, the company estimated the increased income
tax  expense to be in the range of $150  million - $200  million  in  aggregate,
principally in fiscal years 2003-2004.  However, the 10-Q filed today quantifies
the net  increased  expense  related to tax matters from fiscal 2002 through the
first half of fiscal 2005 at  approximately  $105 million.  The most significant
errors  that  led  to the  restatement  were  in  the  areas  of  capital  loss
carry-forwards and foreign tax credits. Details including adjustments related to
periods  prior to fiscal 2002 are contained in the third quarter 10-Q filed with
the Securities and Exchange Commission today.

     The  company  expects  to file  restated  10-Qs for the  first  and  second
quarters  of  fiscal  2005 as soon  as  possible  -  those  10-Qs  will  provide
comparable prior-year  information.  The company also expects to file a restated
fiscal 2004 10-K as soon as possible,  which will contain  quarterly EPS amounts
for fiscal 2004 as well as fiscal 2003.

                                                        # # #

EX-99.2

     Today we filed our 3rd quarter 10-Q after  utilizing the 5-day grace period
to complete our tax analyses.  In the document  (specifically in Note 13 of Item
1, Part 1, as well as in the financial  information  discussed in Item 2 of Part
1) are the details of the tax matters we mentioned  in our  earnings  release on
March 24, 2005.

     We  encourage  you to read  the 10-Q  document  for all of the  details  we
disclosed. You might find the following highlights helpful:

     o In the press release on March 24, our  preliminary  third quarter diluted
EPS was $0.31.  As a result of final  adjustments to tax amounts,  third quarter
diluted EPS now rounds to $0.32.

     o In  the  third  quarter  earnings  release,  we  detailed  several  items
impacting EPS comparability.  At that point, those items rounded to a net impact
of $0.03 of expense per diluted share. Due to slight changes in taxes as well as
rounding, those items now net to $0.02 of expense per diluted share.

     o In the  press  release  on March 24, we  estimated  that the  restatement
correcting  the errors  would  increase  income tax expense in the range of $150
million - $200 million in aggregate,  principally in fiscal years 2003-2004.  As
reflected in the 10-Q filed today, the total amount of increased expense related
to tax  matters  from 2002  through  the first half of fiscal  2005 has now been
determined to be approximately $105 million. The most sizeable historical errors
were in the areas of capital loss carryforwards and foreign tax credits.

     o Additionally,  largely due to errors in deferred tax amounts,  there is a
$46 million  reduction  of income tax  expense for years prior to 2002.  Most of
this is reflected as an increase in retained earnings for fiscal 2000.

     o  There  have  been  minor  net  adjustments  to  selling,   general,  and
administrative  expenses,  and thus pre-tax  profits,  in fiscal 2004 and fiscal
2005.  These net  adjustments  reflect the correction of amounts  related to the
company's sale of its minority investment in Swift Foods.

     o Certain  restated  fiscal  year end  amounts  for  2001-2004,  as well as
certain restated  quarterly  information for fiscal 2004 and fiscal 2005, can be
found in the financial information in Item 2 of Part 1.

     o The company will file restated 10-Qs for the first and second quarters of
fiscal 2005 as soon as possible - those 10-Qs will provide comparable prior-year
information.  The company will also file a restated  fiscal 2004 10-K as soon as
possible,  which will contain  quarterly  EPS amounts for fiscal 2004 as well as
fiscal 2003.


     Thank you for your interest in our company.