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


                                December 5, 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 2.02.  Results of Operations and Financial Condition

     ConAgra  Foods,  Inc.  issued a press  release  on  December  5, 2005 which
included information for the quarterly period ended November 27, 2005. The press
release is furnished with this Form 8-K as exhibit 99.1.






                                   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 5, 2005                By:    /s/ Frank S. Sklarsky

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






                                  EXHIBIT INDEX


Exhibit                    Description                              Page No.


99.1     Press release dated December 5, 2005........................  5

EX-99.1

CONAGRA FOODS

CONAGRA FOODS COMMENTS ON SECOND-QUARTER OUTLOOK; WILL ANNOUNCE DETAILS OF MARCH
ANALYST EVENT WITH DEC. 22 EARNINGS RELEASE

OMAHA,  Neb.,  Dec. 5, 2005 - Today ConAgra Foods (NYSE:  CAG)  commented on its
recent  business  performance  and  indicated  that  it  estimates  fiscal  2006
second-quarter diluted EPS to be in the range of $0.31, including  approximately
$0.07 of expense from items that impact  comparability.  Excluding the estimated
$0.07 per share of expense from items  impacting  comparability,  second-quarter
EPS is  expected  to be in the  range of  $0.38.  That  range is below  what the
company expected when it originally developed its fiscal 2006 plans, and is also
below  third-party  estimates  for the second  quarter.  The items  that  impact
comparability for the quarter are principally  asset impairment  charges as well
as accelerated  recognition of benefits in connection with the recent  departure
of certain key executives.

The main operating  reasons for the  second-quarter  shortfall are:

o    Lower than expected  shipment volume and revenues,  primarily in the Retail
     Products segment;

o    Increased  input and operating  costs,  including those related to fuel and
     energy, transportation, warehousing, steel, and other packaging; and

o    A less  favorable  environment  resulting  in fewer  opportunities  for the
     commodity trading and merchandising operations.

Because  the  company  has not yet  finalized  the  closing of its books for the
fiscal second  quarter,  which ended Nov. 27, some details about its performance
have not yet been fully  quantified;  the company will therefore provide details
about the impact of these and other  factors  with its  second-quarter  earnings
release on Dec. 22.

Gary Rodkin,  ConAgra  Foods'  President  and CEO,  commented,  "This  quarter's
softness further  illustrates that our company's  fundamentals are not nearly as
strong as they need to be.  ConAgra Foods has the  potential to be  consistently
much  more  profitable,  and this  organization  has a new sense of  urgency  to
identify the strategies and develop the action plans that will improve our brand
performance and our operating efficiencies. It is important for our investors to
understand that it will take some time before our plans and initiatives generate
meaningful improvement in our results."

He continued,  "I chose to lead ConAgra Foods' transformation efforts because of
the company's  potential for  significantly  improved  top-line and  bottom-line
performance.  Since I joined the company back in October, I have been spending a
great deal of time reviewing our operations in detail and utilizing internal and
external resources to identify high-value changes that will make us stronger. My
initial conclusions confirm these opportunities are both real and attainable.  I
plan to present our future  strategies  and action  plans in depth at an analyst
event that we will host in New York City this coming  March in  connection  with
our fiscal  third-quarter  earnings release.  We intend to announce the time and
location of this event as part of our  second-quarter  earnings  release on Dec.
22. If we identify issues that can be  appropriately  addressed before the March
meeting, we will not hesitate to take actions that have clear benefits."

The company noted that some of the factors that  negatively  impacted the second
quarter  will likely  continue  into the second half of the fiscal  year.  While
dependent  on a  variety  of  factors,  the  company's  internal  plans  are for
year-over-year  EPS growth in the second half of fiscal  2006,  excluding  items
impacting comparability,  given the company's relatively weak performance in the
second half of fiscal 2005.

Although the company does not yet know all of the details about its  performance
in the fiscal  second  quarter,  the company is hosting a  conference  call with
members of the  investment  community  to  discuss  the  limited  issues in this
release.  That call will include Gary Rodkin, CEO, and Frank Sklarsky,  CFO. The
call is  scheduled  from 11:00 - 11:30 a.m.  EST on  Tuesday,  Dec.  6, and will
include a question-and-answer  session with the investment  community.  Domestic
and  international  participants  may access the  conference  call  toll-free by
dialing 1-877-447-8217 and 1-706-679-0415, respectively. No confirmation or pass
code is needed.  This  conference call also can be accessed live on the Internet
at www.conagrafoods.com/investors.

A rebroadcast of the conference  call will be available  after 1:00 p.m. EST. To
access the digital replay,  a conference I.D. number will be required.  Domestic
participants should dial 1-800-642-1687,  and international  participants should
dial 1-706-645-9291,  and enter conference I.D. 3050639. A rebroadcast also will
be available on the company's Web site, where it will be archived.

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,  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, 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.