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


                                  June 7, 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 June 7, 2005 which included
information  for the quarterly  period ended May 29, 2005.  The press release is
furnished with this Form 8-K as exhibit 99.1.







                                   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:  June 7, 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 June 7, 2005................................  5

EX-99.1

FOR IMMEDIATE RELEASE

              CONAGRA FOODS COMMENTS ON FISCAL 2005 FOURTH QUARTER
                          AND COST-SAVINGS INITIATIVES

OMAHA,  Neb.,  June 7, 2005 -- Today  ConAgra  Foods  (NYSE:  CAG)  commented on
earnings for the fiscal 2005 fourth  quarter,  which ended May 29, 2005, as well
as recent developments in its cost-savings initiatives.


Fourth Quarter

     Earnings for the  company's  fiscal 2005 fourth  quarter will be lower than
expected  primarily due to continued  weak  profitability  in the packaged meats
operations.  Those operations continue to be negatively impacted by high protein
input costs coupled with inadequate pricing management.

     o In its preliminary  third quarter earnings release on March 24, 2005, the
company  indicated  that  it  expected  fourth-quarter  EPS to  modestly  exceed
third-quarter EPS, excluding items that impact comparability.

     o  Third-quarter  diluted  EPS of $0.32  included  net  $0.02  per share of
expense from items that impact comparability.





     o Because the expected  improvement  in the packaged meats business did not
materialize,  contribution  from the  packaged  meats  operations  in the fourth
quarter will be in the range of $0.10 per share lower than the company  expected
when it made previous comments regarding the fourth quarter.  The company is not
providing a specific fourth-quarter  performance number at this time because the
results are not yet final;  however,  the company  suggests  third  parties with
estimates  of  fourth-quarter  performance,  which  exclude  items  that  impact
comparability, should lower their estimates by an amount similar to the earnings
shortfall in the packaged meats operations. Items that impact comparability will
include severance charges associated with cost-savings  initiatives as discussed
later in this document.

     The company  previously  expected  aggressive pricing management to improve
packaged  meats  results in the fourth  quarter.  The pricing  actions that were
taken were  inadequate  and were not executed to  expectations.  The company has
recently  made  several  significant  personnel  changes in its  packaged  meats
operations  and expects those  changes,  along with better  pricing  management,
aggressive  cost-savings  initiatives,  and SKU rationalization,  to improve the
packaged meat operations over time.

     Bruce Rohde, chairman and chief executive officer,  commented,  "Our fiscal
2005  showed a solid  first-half  performance,  followed  by a weak  second-half
performance  largely due to the challenges in our packaged meats business across
retail,  foodservice,  and deli  channels.  Weak  pricing  execution  negatively
impacted our third quarter and continued in the fourth quarter.  Our focus is on
improving  the  packaged  meat  operations  with new  leadership  team  members,
appropriate pricing, SKU reductions, and more efficient operations."

     He continued, "ConAgra Foods has some great packaged meat brands, such as
Butterball, Armour, Eckrich, Healthy Choice, Hebrew National, and Brown 'N
Serve, and we will take the necessary actions to help these fine brands return
to normal profitability."

     The company will provide details on its  fourth-quarter  performance in its
regularly scheduled earnings release on June 30, 2005.

Recent Developments in Cost-Savings Initiatives

     As  previously  communicated,  the  company is  actively  pursuing  SKU and
manufacturing  rationalization  opportunities  over the next several quarters as
part of business  process  improvement and efficiency  initiatives.  The company
continues to identify  ways to be more  efficient and improve  customer  service
across its sales, marketing,  manufacturing,  logistics, R&D, and administrative
functions throughout the organization.

     As part of these ongoing  efficiency  initiatives,  the company is reducing
general and administrative expense as well as salaried headcount. The company is
in  the  process  of  eliminating  several  hundred  salaried  jobs  across  the
organization;  these headcount reductions will be largely complete by the end of
the first  quarter of fiscal  2006,  which ends  August  2005.  Once  completed,
savings from the headcount and general and  administrative  cost  reductions are
expected to benefit the company's  anticipated  cost structure by more than $100
million on an annualized  basis.  The company will detail the accrued  severance
costs  recorded in the fourth  quarter of fiscal 2005,  and any other items that
impact comparability, in the June 30, 2005, fourth-quarter earnings release.

     Rohde  commented,  "Our  company  continues to be very focused on operating
efficiencies  to  improve  profit  margins  and  returns on  capital.  Headcount
reduction  is very  difficult  because  of the  impact  on  employees  and their
families,  but  unfortunately  it is a  necessary  part  of  creating  efficient
operations." He continued,  "These headcount  reductions are expected to provide
significant  future  savings and reduce  complexity  in our  business,  which is
necessary  for  profitable  growth and  shareholder  value.  We will continue to
aggressively  identify   opportunities  to  be  more  efficient,   and  to  take
appropriate actions when necessary to achieve the efficiencies."






                                      # # #

     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.

Note on Forward-Looking Statements:

     This news release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on  management's  current views and  assumptions  of future events and financial
performance and are subject to uncertainty and changes in circumstances. Readers
of this release should  understand  that these  statements are not guarantees of
performance or results. Many factors could affect the company's actual financial
results and cause them to vary materially from the expectations contained in the
forward-looking  statements.  These factors include,  among other things, future
economic circumstances,  industry conditions,  company performance and financial
results,  availability and prices of raw materials, product pricing, competitive
environment and related market  conditions,  operating  efficiencies,  access to
capital,  actions of governments and regulatory  factors affecting the company's
businesses  and other risks  described in the  company's  reports filed with the
Securities and Exchange  Commission.  The company  cautions readers not to place
undue reliance on any forward-looking statements included in this release, which
speak only as of the date made.