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


                                  May 10, 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 8.01.  Other Events.

     On May 10,  2005,  ConAgra  Foods,  Inc.  issued a press  release  which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

     Exhibit 99.1 Press Release issued May 10, 2005







                                   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:  May 10, 2005                    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 May 10, 2005..............................  5

EX-99.1

                                                           FOR IMMEDIATE RELEASE


CONAGRA FOODS CHAIRMAN ANNOUNCES SUCCESSION PLAN AND SEARCH FOR SUCCESSOR

OMAHA, Neb., May 10, 2005 -- ConAgra Foods (NYSE: CAG) Chairman and Chief
Executive Officer Bruce Rohde today launched a formal search for his own
successor.

As part of the company's current strategic planning process, Rohde discussed
succession planning with the ConAgra Foods Board of Directors and today formally
asked the Board to approve the formation of a search committee that will be
headed by Steven F. Goldstone, director, and retired Chairman and CEO of RJR
Nabisco.

"My goal here is to set the stage for purposeful succession planning. Because of
a diligent Board and a dedicated team of people, the right things have happened
over the past several years. The company has made significant progress and in my
view is now well poised for a new and significant phase of execution and
growth," said Rohde.

The 56-year-old Rohde has served as CEO of ConAgra Foods since September 1997
and Chairman since September 1998. In that timeframe he has transformed the
company from an agriculturally based conglomerate and built it into one of North
America's largest packaged foods companies focused on retail, foodservice and
ingredient customers. When he took over as CEO more than half of the company's
sales were derived from commodity businesses; in 2004 earnings and dividends
were record amounts, and more than 80% of the company's sales were derived from
branded and value-added foods.

"As a result of Bruce's leadership ConAgra Foods is greatly transformed. When we
recruited him as CEO we were looking for someone who was capable of
rationalizing and consolidating a business that had grown very quickly through
multiple acquisitions. He did that and more, improving the company's focus,
increasing profit margins and prudently allocating capital towards strategic
acquisitions, debt reduction, share repurchases and dividends. He also focused
on building corporate-wide systems and processes that place the company in a
position to execute its sales, marketing and operating programs in a highly
coordinated way," said Carl E. Reichardt, lead director of ConAgra Foods Board
of Directors, and retired chairman and CEO of Wells Fargo & Co.

During Rohde's tenure as CEO of ConAgra Foods:

     -    The company has been reshaped from 90 independent  operating companies
          into three  focused  business  segments  serving  customers in retail,
          foodservices and ingredients channels

     -    The company divested commodity-based businesses, including fresh beef,
          pork and chicken, canned seafood, cheese, and agricultural inputs. The
          company still holds 15.4 million shares of Pilgrim's Pride (NYSE: PPC)
          as a result of the divestiture of its poultry business.

     -    The company is now focused on marketing,  operational  efficiency  and
          business process  consolidation to improve customer  service,  enhance
          consumer demand and grow margins.

"Bruce has always been a forward-looking, focused individual who put shareholder
value at the top of his agenda. The Board is confident that the succession plan
will further the company's profit-enhancing initiatives that are now underway,
and looks forward to identifying candidates that fit with ConAgra Foods
strategic agenda for growth and profitability," said Reichardt.

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,
Gulden's, Healthy Choice, Hebrew National, Hunt's, Kid Cuisine, Knott's Berry
Farm, La Choy, Lamb Weston, Libby's, Lightlife, Louis Kemp, 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, visit
www.conagrafoods.com.