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 31, 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)


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          (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

     ConAgra  Foods  announced  today  the  election  of Gary M.  Rodkin  to the
position of  President  and Chief  Executive  Officer of the  company  beginning
October  1,  2005.  Mr.  Rodkin was also  named to the  ConAgra  Foods  Board of
Directors  effective  October 1. Mr. Rodkin  succeeds  Bruce Rohde,  the current
President and Chief Executive Officer.

     The board of directors of ConAgra Foods has elected  Steven F. Goldstone to
serve as non-executive Chairman of the Board beginning on October 1. He succeeds
Mr. Rohde, the current  Chairman of the Board. A press release  announcing these
matters is included as Exhibit 99.1 and is incorporated herein by reference.

     Mr.  Rodkin,  age 53, served as an executive of PepsiCo,  Inc. from 1998 to
2005.  From  February  2003 to March 2005 he was  Chairman  and Chief  Executive
Officer  of  PepsiCo  Beverages  and Foods  North  America.  Mr.  Rodkin  became
President  and Chief  Executive  Officer of PepsiCo  Beverages  and Foods  North
America  in 2002.  He  served  as  President  and  Chief  Executive  Officer  of
Pepsi-Cola  North  America  from  1999 to 2002.  Mr.  Rodkin  was  President  of
Tropicana  North  America  from 1995 to 1998,  and  became  President  and Chief
Executive  Officer of Tropicana when PepsiCo acquired it in 1998. Before joining
Tropicana in 1995,  Mr. Rodkin held  positions of increasing  responsibility  at
General Mills,  Inc. from 1979 to 1995. Mr. Rodkin received a bachelor's  degree
in economics from Rutgers College and an MBA from Harvard Business School.

     The  Employment  Agreement,  Stock Option  Agreement and Agreement  between
ConAgra  Foods and Mr.  Rodkin,  each dated  August 31,  2005,  are  included as
Exhibits 10.1, 10.2 and 10.3 and are incorporated  herein by reference.  A brief
summary of the material  terms of Mr.  Rodkin's  employment  agreements  are set
forth on Exhibit 99.2 attached hereto and incorporated by this reference.

Item 5.02. Departure of Directors or Principal Officers:  Election of Directors;
           Appointment of Principal Officers.

     (b),  (c) and (d).  The  disclosures  set forth  above  under Item 1.01 are
incorporated by reference to each of these items of Item 5.02.

Item 9.01.  Financial Statements and Exhibits.

Exhibit           Description

99.1     Press Release dated August 31, 2005

99.2     Summary of Employment Terms

10.1     Employment Agreement between ConAgra Foods and Gary M. Rodkin dated
         August 31, 2005

10.2     Stock Option Agreement between ConAgra Foods and Gary M. Rodkin dated
         August 31, 2005

10.3     Agreement between ConAgra Foods and Gary M. Rodkin dated August 31,
         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 31, 2005                By:     /s/ Owen C. Johnson
                                          --------------------------------------
                                          Name:   Owen C. Johnson
                                          Title:  Executive Vice President,
                                                  Organization & Administration
                                                   and Corporate Secretary






                                  EXHIBIT INDEX


Exhibit                    Description


99.1  Press release dated Augus 31, 2005................................

99.2  Summary of Employment Terms.......................................

10.1  Employment Agreement between ConAgra Foods and Gary M. Rodkin
      dated August 31, 2005 ............................................

10.2  Stock Option Agreement between ConAgra Foods and Gary M. Rodkin
      dated August 31, 2005 ............................................

10.3  Agreement between ConAgra Foods and Gary M. Rodkin dated
      August 31, 2005...................................................