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


                                February 2, 2006
                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 2.05.  Costs Associated with Exit or Disposal Activities

         ConAgra Foods has announced a plan, authorized by its board of
directors, providing for (a) the divestment of most of its refrigerated meat
businesses, including the Armour, Butterball and Eckrich brands, and (b) changes
designed to streamline its operating structure, including moving its Grocery
Foods headquarters from Irvine, California to Naperville, Illinois and further
centralizing its shared services. These actions, expected to take up to 12
months, are the result of the company's commitment to simplify operations and to
focus in areas where it has the strongest competitive positions. The company's
February 2 press release is included with this Form 8-K as an exhibit and is
incorporated herein by reference.

         In connection with the organizational changes, the company expects to
take cash and non-cash accounting charges. The company cannot at this time
reasonably estimate the accounting charges. The timing and amount of these
charges, as well as any related benefits, are currently being analyzed. The
company will file an amendment to this report after it makes a determination of
such estimates.

Item 2.06.  Material Impairments

         The company also expects it will take a non-cash charge to adjust the
book value of the assets to be sold, including related goodwill. The company
cannot at this time reasonably estimate these costs and accounting charges. The
timing and amount of these charges, as well as any related benefits, are
currently being analyzed. The company will file an amendment to this report
after it makes a determination of such estimates.

Item 9.01.  Financial Statements and Exhibits.

         Exhibit 99.1.  Press Release dated February 2, 2006






                                   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:  February 2, 2006                    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 February 2, 2006...........................

EX-99.1

                                                           FOR IMMEDIATE RELEASE

CONAGRA FOODS LOOKS TO EXIT REFRIGERATED MEATS BUSINESSES;  MOVES TO REFOCUS AND
SIMPLIFY ORGANIZATIONAL STRUCTURE

OMAHA,  Neb.,  Feb.  2, 2006 -- ConAgra  Foods Inc.  (NYSE:  CAG),  one of North
America's leading packaged food companies, announced plans to divest most of its
refrigerated  meats businesses,  including the Armour,  Butterball,  and Eckrich
brands.  In  addition,   the  company  announced  several  changes  designed  to
streamline  its  operating   structure,   including  moving  its  Grocery  Foods
headquarters from Irvine, Calif., to Naperville,  Ill., and further centralizing
its shared services.

"Our  actions  today  reflect  our  commitment  to  simplify  operations  and to
concentrate in areas where we have the strongest  competitive  positions,"  said
Gary Rodkin,  ConAgra Foods president and chief executive officer.  "They put us
in a much  better  position  to execute  and drive  consistent  and  sustainable
growth."

Divesting Refrigerated Meats Businesses

The combined annual sales for the businesses being offered for sale are about
$1.9 billion. The businesses include Armour meats and hot dogs, Butterball
turkey, and Eckrich smoked sausages, hot dogs and lunchmeats. These processed
meat products are sold to retail grocers, delis, restaurants and other
foodservice establishments. Luis Nieto, president, Packaged Meats and Deli, will
continue to lead the combined meats business during the sale process, which is
expected to take 10-12 months. The company will continue to manufacture, sell,
promote and deliver these quality products with the highest levels of customer
service during this period, and work to assure uninterrupted service through
transition to new ownership.

Neither the company's  Healthy  Choice brand of meat,  nor its Hebrew  National,
Brown `N Serve, Slim Jim, and Pemmican businesses are included in the assets for
sale. Last week Smithfield Foods, Inc. signed a definitive  agreement to acquire
substantially all of the assets of the company's Cook's ham business.

"As we sell these assets, we will scale back our related corporate and shared
services infrastructure to ensure that it is the right size for our businesses
going forward," said Rodkin. "We expect a number of people directly involved in
these operations to be employed by the new owners or offered other jobs within
ConAgra Foods."

Simplifying Organizational Structure

"ConAgra Foods has a number of great brands and businesses to drive future
growth. We will build on those strengths by coupling disciplined investments in
well-positioned brands with a more streamlined operating structure," said
Rodkin.

Consistent with that logic, ConAgra Foods today announced the realignment of
various operations:

     o    The company's Retail and Culinary Products businesses will be combined
          to form Consumer  Foods.  It will manage all consumer brands and foods
          that are sold by ConAgra Foods to retail and foodservice customers, as
          well as manage the company's  international  consumer foods  business.
          Dean Hollis,  president and chief operating  officer,  Consumer Foods,
          will oversee these businesses,  which include Dairy, Frozen,  Grocery,
          Packaged Meats and Deli, Snacks, Store Brands, and International. Greg
          Heckman,  president and chief operating officer,  Commercial Products,
          will  oversee  the  company's  Lamb Weston  brand of potato  products,
          ingredients brands such as ConAgra Mills,  Gilroy Foods, and Spicetec,
          seafood brands such as Louis Kemp, Meridian and Singleton,  as well as
          the  ConAgra  Foods  Trade  Group's  trading,  merchandising  and risk
          management operations.

     o    The ConAgra Foods Sales  organization will assume  responsibility  for
          both retail and  foodservice  customers,  with  current  personnel  in
          culinary  foodservice sales joining the company's  centralized selling
          organization.  Doug  Knudsen,  president,  ConAgra  Foods Sales,  will
          oversee the combined  ConAgra Foods sales  organization.

     o    The  company's  Grocery  Foods  headquarters  will move  from  Irvine,
          Calif., to Naperville, Ill. which is currently the headquarters of its
          dairy and meats businesses. Grocery, which manages the company's shelf
          stable  products  such  as  Hunt's,  PAM,  and  Chef  Boyardee,   will
          transition people to Illinois by June 1.

     o    A number of people in shared functions  across the company,  including
          product quality and development,  sales and operations  planning,  and
          transportation and warehousing management, will be relocated to Omaha,
          Neb.  to drive  increased  collaboration,  functional  excellence  and
          efficiency.

As a result of today's changes several personnel actions were also announced:

     o    Gregory L. Smith,  who was president,  Grocery Foods and prior to that
          was executive vice president of Operations for Grocery Foods,  and who
          previously  worked  in  supply  chain,  manufacturing  and  operations
          capacities  at  The  Quaker  Oats  Company  will  become  senior  vice
          president of Supply Chain overseeing customer service, transportation,
          warehousing and sales and operations  planning.  This position reports
          to Jim Hardy,  executive vice president,  Product Supply, who also has
          responsibility for manufacturing, procurement and engineering.

     o    David Palfenier, who was president of Frozen Foods and previously held
          marketing and management positions at Frito-Lay will become president,
          Grocery Foods reporting to Dean Hollis; and

     o    Diane Teer,  who joined the company last year as  president,  Culinary
          Products  and  who  previously  held  key  management  positions  with
          Campbell Soup will become  president,  Frozen Foods, also reporting to
          Dean Hollis.

Financial Impact

In connection with the organizational changes, the company expects to take cash
and non-cash accounting charges. The company also expects that it will take a
non-cash charge to adjust the book value of the assets to be sold, including
related goodwill. The timing and amount of these charges, as well as any related
benefits, are currently being analyzed and will be announced at a later date.

The packaged meats businesses that will be sold absorb significant costs for
shared services and centralized administrative functions provided to those
businesses. An estimate of the financial impact of the divestiture on ConAgra
Foods' future operating earnings potential will take all key factors into
account, including:

     o    the operating profits of the businesses to be sold;

     o    the extent to which the company can reduce the cost of shared services
          and administrative  functions  allocated to those businesses,  and the
          timing of such reductions; and

     o    the likely net proceeds from the transaction and their use.

The company will provide a full analysis of the financial impact of the
divestiture as part of its previously announced March 16 investor and analyst
event in New York City.

"We look forward to sharing details of the impact of these decisions in our
investors' meeting in March,"said Rodkin. "These are only part of our broader
plans to drive sustainable top- and bottom-line growth."


ConAgra Foods Inc. (NYSE: CAG) is one of North America's largest packaged food
companies, serving grocery retailers, as well as restaurants and other
foodservice establishments. Popular ConAgra Foods consumer brands include:
Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt's,
Marie Callender's, Orville Redenbacher's, PAM, and many others.


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.

         For more information, please visit us at www.conagrafoods.com.