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


                                  July 8, 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 1.01.  Entry into a Material Definitive Agreement.

         Exhibit 10.1 is attached hereto and incorporated herein by reference
and includes information on compensation of directors and named executive
officers of ConAgra Foods.

Item 9.01.  Financial Statements and Exhibits

         Exhibit 10.1  Summary of Director and Executive Compensation







                                   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:  July 14, 2005        By:     /s/ Frank Sklarsky
                              ------------------------------------
                              Name: Frank Sklarsky
                              Title:Executive Vice President,
                                     and Chief Financial Officer






                                  EXHIBIT INDEX


Exhibit                    Description                                Page No.


10.1     Summary of Director and Executive Compensation ...............

EX-10.1

                                                                    Exhibit 10.1


     The current  compensation for the  non-employee  directors of ConAgra Foods
for the fiscal year beginning May 30, 2005 is as follows.  For their services on
the board of directors of ConAgra Foods, Inc.,  non-employee  directors are paid
$50,000 per year. The Chairmen of the Human Resources, Audit, Corporate Affairs,
Nominating and Corporate  Governance  Committees are paid an additional  $25,000
per year. Each non-employee  director is paid $1,500 per meeting attended.  Each
non-employee  director  earns a grant of 1,800  shares of ConAgra  Foods  common
stock per year under the ConAgra Foods 2000 Stock Plan.  Non-employee  directors
also earn an annual grant of non-statutory options, with an exercise price equal
to the fair market  value on date of grant,  to acquire  9,000 shares of ConAgra
Foods common stock under the ConAgra Foods 2000 Stock Plan. The stock and option
grants  are made  following  the  annual  meeting  of  stockholders  each  year.
Directors are also eligible to  participate in the ConAgra Foods medical plan on
the same basis as ConAgra  Foods  employees.  The  directors'  charitable  award
program was discontinued in 2003.  Directors  elected to the board prior to 2003
were eligible for the program;  the directors who continue  participation in the
program are entitled to nominate one or more tax-exempt  organizations  to which
ConAgra  Foods will  contribute  an aggregate of $1 million in four equal annual
installments upon the death of the director. A director is vested in the program
upon  completion  of three  years of service  as a  director  or upon the death,
disability or mandatory  retirement of such  director.  ConAgra Foods  maintains
insurance on the lives of its directors to fund the program. Directors derive no
personal  financial benefit from the program since any insurance  proceeds prior
to donation and the tax benefit of the donation  accrue solely to the benefit of
ConAgra Foods.

     The current base  salaries for the fiscal year  beginning  May 30, 2005 for
the five executives who will appear as named executive officers in the company's
2005 proxy statement are: Bruce Rohde,  $1,200,000;  Frank  Sklarsky,  $500,000;
Owen Johnson,  $500,000; Kevin Adams, $400,000; and John Gehring,  $400,000. Mr.
Rohde  defers all salary over  $940,000  with the  deferral  invested in ConAgra
Foods stock; regular dividends are paid on the stock deferrals. No short-term or
long  term  incentives  were paid to  executive  officers  under  the  company's
performance-based plans for the fiscal year ended May 29, 2005. On July 8, 2005,
the Human Resources  Committee of the board of directors approved  discretionary
bonuses based on individual  contributions to Mr. Johnson of $150,000; Mr. Adams
of $94,082; and Mr. Gehring of $229,961 for performance related to his financial
control position;  and a bonus to Mr. Sklarsky of $500,000 pursuant to the terms
of his employment agreement.