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


                                December 1, 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):

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     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 5.03 Amendments to Articles of Incorporation or Bylaws

     At the meeting of the board of directors of ConAgra  Foods held on December
1,  2005,  the  directors   approved  a  restatement   of  the   Certificate  of
Incorporation.  The restatement does not amend any provisions of the Certificate
of  Incorporation  and includes only provisions  currently in effect pursuant to
Section 245 of the Delaware General  Corporation Law. The board also amended the
company's bylaws to conform bylaw provisions to reflect current Delaware law and
revise bylaw provisions relating to officers to conform to current ConAgra Foods
procedures.  Such  amendments  effected  changes  to bylaw  provisions  on:  (a)
stockholder  addresses;  (b) record dates;  (c) voting and quorum  matters;  (d)
conduct of stockholder meetings;  (e) director electronic consents;  (f) company
officers;  (g) share  certificates;  (h)  fractional  share  transfers;  and (i)
indemnification.

     Copies of the  restated  Certificate  of  Incorporation  as filed  with the
Delaware Secretary of State and the bylaws, as amended, are attached as exhibits
and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

         Exhibit 3.1      Restated Certificate of Incorporation of ConAgra Foods

         Exhibit 3.2      Bylaws of ConAgra Foods, as amended





                                   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:  December 2, 2005            By:   /s/  Owen C. Johnson
                                       Name:   Owen C. Johnson
                                       Title:  Executive Vice President,
                                               Organization & Administration
                                               and Corporate Secretary




                                  EXHIBIT INDEX


Exhibit         Description                                           Page No.


Exhibit 3.1     Restated Certificate of Incorporation of ConAgra Foods...

Exhibit 3.2     Bylaws of ConAgra Foods..................................