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


                                 August 9, 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 August 9, 2005,  ConAgra Foods sold its remaining  15,443,054  shares of
Pilgrim's  Pride  common  stock to Pilgrim's  Pride.  The purchase  agreement is
attached hereto as Exhibit 99.1 and  incorporated  herein by reference.  A press
release  announcing the sale is attached hereto as Exhibit 99.2 and incorporated
herein by reference.

Item 9.01.  Financial Statements and Exhibits.

     Exhibit 99.1  Purchase  and  Amendment  Agreement  dated  August  3,  2005,
                   incorporated  herein by  reference  to Exhibit  1.1 of
                   ConAgra  Foods' Schedule 13D (Amendment No. 2)
                   dated August 3, 2005.

     Exhibit 99.2  Press release dated August 4, 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:  August 9, 2005                By:     /s/ Frank S. Sklarsky

                                        Name:   Frank S. Sklarsky
                                        Title:  Executive Vice President and
                                                Chief Financial Officer






                                  EXHIBIT INDEX


Exhibit           Description                                          Page No.


Exhibit 99.1     Purchase and Amendment Agreement dated
                 August 3, 2005, incorporated herein by reference
                 to Exhibit 1.1 of ConAgra Foods' Schedule 13D
                 (Amendment No. 2) dated August 3, 2005

Exhibit 99.2     Press release dated August 4, 2005......................

EX-99.2

     CONAGRA FOODS                                                  NEWS RELEASE

     CONAGRA  FOODS TO SELL  ALL OF ITS  REMAINING  SHARES  IN  PILGRIM'S  PRIDE
     CORPORATION FOR $482 MILLION

     OMAHA,  Neb., Aug. 4, 2005 -- ConAgra Foods Inc. (NYSE:  CAG), one of North
     America's  leading  packaged food  companies,  today  announced that it has
     entered into an agreement to sell all of its remaining  15.4 million shares
     of Pilgrim's Pride Corporation (NYSE: PPC) to that company for an estimated
     $482  million  before  tax.  ConAgra  Foods  will  record a pretax  gain of
     approximately  $333  million from  selling  these  shares  during the first
     quarter of fiscal 2006. The transaction is conditioned upon Pilgrim's Pride
     Corporation's  recently announced  underwritten  public offering,  which is
     expected to occur on August 9, 2005.

     ConAgra Foods sold its chicken  processing  operations  to Pilgrim's  Pride
     Corporation  in the fall of 2003 for $300  million in cash and 25.4 million
     of Pilgrim's  Pride  shares;  this was part of ConAgra  Foods'  strategy to
     focus on  branded  and  valued-added  opportunities.  ConAgra  Foods  began
     liquidating  the Pilgrim's  Pride shares in December 2004,  when it sold 10
     million  shares  for $282  million  before  tax.  The  liquidation  will be
     completed  with the event  described in today's  announcement.  After these
     15.4 million shares have been sold,  ConAgra Foods will have received total
     proceeds in excess of $1 billion  before taxes from the  divestiture of the
     chicken processing operations.

     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,  Golden Cuisine,  Gulden's, Healthy Choice, Hebrew
     National,  Hunt's,  Kid Cuisine,  Knott's Berry Farm, La Choy, Lamb Weston,
     Libby's, Life Choice, Lightlife,  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,  please visit us at
     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.