8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 8-K/A


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                  July 15, 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 4.01 Change in Registrant's Independent Registered Public Accounting Firm

     (a) Deloitte & Touche LLP's  ("Deloitte & Touche")  report on the company's
consolidated  financial  statements  for the fiscal  year ended May 29, 2005 has
been issued in connection  with the completion of the audit for fiscal 2005. The
company  is  filing  this  amendment  to Form 8-K dated  July 15,  2005 with the
specific date of dismissal of Deloitte & Touche and an update of the disclosures
required by Item 304(a)(1)(iv) and (v) of Regulation S-K through that date.

     As  reported  in the  company's  Form 8-K dated  July 15,  2005,  the Audit
Committee of the Board of Directors of ConAgra Foods, Inc.  dismissed Deloitte &
Touche as the company's independent  registered public accounting firm effective
with the  completion  of the audit for the  company's  fiscal year ended May 29,
2005. The audit was completed on August 11, 2005.

     Deloitte  &  Touche's  reports  on  the  company's  consolidated  financial
statements  for the fiscal  years ended May 30, 2004 and May 29,  2005,  did not
contain an adverse opinion or disclaimer of opinion,  nor were they qualified or
modified as to  uncertainty,  audit scope or accounting  principles.  Deloitte &
Touche's report dated August 11, 2005 included an explanatory  paragraph related
to change in methods of  accounting  for  variable  interest  entities and asset
retirement  obligations in 2004,  goodwill and other intangible  assets in 2003.
Deloitte & Touche's  report  dated August 11, 2005 on the  effectiveness  of the
company's internal control over financial reporting as of May 29, 2005 expressed
an unqualified opinion on management's  assessment and an adverse opinion on the
effectiveness of the company's internal control over financial reporting because
of a material  weakness.  During the 2004 and 2005 fiscal  years and through the
completion  of their audit for fiscal  2005,  there were no  disagreements  with
Deloitte & Touche on any matter of accounting  principle or practice,  financial
statement  disclosure,  or auditing scope or procedure which, if not resolved to
Deloitte & Touche's  satisfaction,  would have caused  Deloitte & Touche to make
reference  to the subject  matter of the  disagreement  in  connection  with its
report on the company's  consolidated financial statements for such years. There
were no reportable  events as defined in Item  304(a)(1)(v)  of  Regulation  S-K
except for a material  weakness in internal  control with respect to  accounting
for income taxes as reported by the company in its Form 10-K for the fiscal year
ended May 29, 2005.

     Deloitte & Touche has furnished to the company a copy of a letter addressed
to the Securities  and Exchange  Commission  stating  whether it agrees with the
above statements.  A copy of Deloitte & Touche's letter,  dated August 12, 2005,
is filed as Exhibit 16 to this Form 8-K/A.

Item 9.01.  Financial Statements and Exhibits

         Exhibit 16    Letter from Deloitte & Touche LLP to Securities
                       and Exchange Commission dated August 12, 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 12, 2005                 By:    /s/ Frank S. Sklarsky
                                          ------------------------------------
                                          Name:   Frank S. Sklarsky
                                          Title:  Executive Vice President,
                                                  and Chief Financial Officer



                                  EXHIBIT INDEX

Exhibit              Description                                      Page No.


  16            Letter from Deloitte & Touche LLP to Securities
                and Exchange Commission dated August 12, 2005..........  5

EX-16

                                                                     Exhibit 16


August 12, 2005



Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.   20549-7561


Dear Sirs/Madams:

We have read Item 4 of ConAgra Foods, Inc.'s Form 8-K/A dated July 15, 2005, and
we agree  with the  statements  made in the 3rd and 4th  paragraphs  and have no
basis  to  agree  or  disagree  with  the  statements  made  in the  1st and 2nd
paragraphs.

Yours truly,

  /s/ Deloitte & Touche LLP



Omaha, Nebraska