McGRATH NORTH MULLIN & KRATZ, PC LLO
                                Attorneys at Law
                         Suite 3700 First National Tower
                    1601 Dodge Street, Omaha, Nebraska 68102
                                  402-341-3070
                                FAX: 402-341-0216



                                         February 13, 2006



Jill S. Davis
Division of Corporation Finance
Securities and Exchange Division
100 F Street, N.W., Stop 7010
Washington, D.C. 20549


         RE:      ConAgra Foods, Inc.
                  Form 10-K for the year ended May 29, 2005
                  Forms 10-Q for the quarterly periods ended August 28, 2005 and
                  November 27, 2005
                  File number 1-7275

Dear Ms. Davis:

     This letter sets forth ConAgra Foods' responses with respect to the staff's
comment  letter dated January 25, 2006 on ConAgra  Foods' Form 10-K for the year
ended May 29,  2005 and Forms 10-Q for the  quarters  ended  August 28, 2005 and
November 27,  2005.  The numbered  responses  in this letter  correspond  to the
numbered  paragraphs  of the comment  letter.  We have also included the comment
along  with  ConAgra  Foods'  response  for each  comment  to aid in the  review
process.

Form 10-K, Year Ended May 29, 2005

Financial Statements

Note 1, Summary of Significant Accounting Policies, page 45

Investments in Unconsolidated Subsidiaries, page 45

1.   Please  expand  your   disclosure   with  respect  to  your  equity  method
     investments to address each of the following:

     o    Describe how you assess and determine impairment of your equity method
          investments.

     o    Disclose the name of each equity method  investee and your  percentage
          ownership  in  each.   Please   ensure  that  you  provide  all  other
          disclosures  as required by paragraph 20 of APB 18 or tell us why this
          literature would not apply.

     o    Please  cite the  authoritative  literature  that you  relied  upon to
          present the  pre-tax  impairment  charges  within the line item Equity
          method investment earnings (loss) in the statement of earnings.

Response:

The company  believes it has  historically  provided  adequate  disclosures with
respect to its  methodology  to assess and measure  impairment  of equity method
investments.  Specifically,  the company  disclosed  in its Form 10-K for fiscal
year 2005, Note 7, Asset  Impairments and Casualty Loss, that the "extent of the
impairments  was  determined   based  upon  the  company's   assessment  of  the
recoverability  of its  investments,  including an assessment of the  investee's
ability to sustain  earnings  which  would  justify the  carrying  amount of the
investments."  However, in response to the Staff's comment, the company proposes
to  expand  its  disclosures  regarding  the  company's  considerations  in  its
assessment and determination of impairments of equity method investments in Note
1, Summary of  Significant  Accounting  Policies,  beginning  with the company's
Quarterly Report on Form 10-Q for the fiscal quarter ended February 26, 2006, as
follows:

Investments  in  Unconsolidated  Subsidiaries  -  The  investments  in  and  the
operating results of 50%-or-less-owned  entities not required to be consolidated
are included in the  financial  statements  on the basis of the equity method of
accounting  or the cost method of  accounting,  depending on specific  facts and
circumstances.

The  company  reviews  its  investments  in   unconsolidated   subsidiaries  for
impairment  whenever events or changes in business  circumstances  indicate that
the carrying amount of the investments may not be fully recoverable. Evidence of
a loss in value that is other than  temporary  might  include  the absence of an
ability to recover the carrying amount of the  investment,  the inability of the
investee to sustain an earnings capacity which would justify the carrying amount
of the  investment,  or, where  applicable,  estimated  sales proceeds which are
insufficient  to recover the  carrying  amount of the  investment.  Management's
assessment  as to whether any decline in value is other than  temporary is based
on the company's  ability and intent to hold the investment and whether evidence
indicating  the  carrying  value  of the  investment  is  recoverable  within  a
reasonable  period  of  time  outweighs  evidence  to the  contrary.  Management
generally considers the company's  investments in its equity method investees to
be  strategic  long-term  investments.   Therefore,   management  completes  its
assessments with a long-term  viewpoint.  If the fair value of the investment is
determined  to be less  than the  carrying  value  and the  decline  in value is
considered to be other than  temporary,  an  appropriate  write-down is recorded
based on the excess of the carrying  value over the best  estimate of fair value
of the investment.

The company has  investments in seventeen  entities that are accounted for under
the equity  method which  represented  approximately  2% and 4% of the company's
total assets as of May 29, 2005 and May 30, 2004,  respectively.  Equity  method
investment  earnings (loss) represented  approximately 2% of pre-tax income from
continuing  operations in fiscal 2005 and 4% in fiscal 2004 and fiscal 2003. The
company  disclosed in Note 2 of its  consolidated  financial  statements for the
three-year  period ended May 29, 2005 various  details  about its  investment in
Swift Foods, the largest of the company's equity method  investments,  including
its name, the nature of its operations,  and its carrying value. This investment
was disposed of during the first quarter of fiscal 2005. The company's remaining
investments  in  unconsolidated  subsidiaries  represent  less  than  2% of  the
company's  total assets and pre-tax income from continuing  operations,  with no
single investment  amounting to as much as 1% of these financial  measures (with
the exception of the impairment charges disclosed in Note 7). As such, it is the
company's  belief that more  detailed  disclosures  in regards to the  remaining
investments in unconsolidated  subsidiaries would not be necessary, due to their
immaterial  nature.  Further,  the company notes the guidance in the  disclosure
requirements  in  paragraph 20 of APB 18 which  states "the  significance  of an
investment to the investor's financial position and results of operations should
be considered in evaluating the extent of disclosures of the financial  position
and results of operations of the investee."

The company determined that the appropriate  income statement  line-item that an
impairment  charge  for an other  than  temporary  decline in value of an equity
method  investment  should be classified is in the same caption as the equity in
earnings  (losses) of such  investees.  The company notes that this treatment is
consistent  with the  views  expressed  by the SEC  Staff  with  respect  to the
computation of the "test of  significance"  for the equity method  investees for
purposes of complying with section 1-02(w) and Rules 3-09 of Regulation S-X.

Further, APB 18, paragraph 19.c., states "...the investor's share of earnings or
losses of an investee(s) should ordinarily be shown in the income statement as a
single  line  item  amount  except  for...extraordinary   items."  Although  the
impairment  charges  recorded by the company were not "the  investor's  share of
earnings or losses of an investee,"  but rather the  company's  assessment of an
other than temporary decline in value of the company's  investment,  the company
believes this classification is consistent with the premise that presentation of
all profits and losses  associated  with an equity method  investment  (with the
exception of  extraordinary  items) should be presented net, in one line item of
the  income  statement.  The  company  is also not  aware  of any  authoritative
literature which would allow  presentation of earnings (losses) of equity method
investments net-of-tax.  APB 30, paragraph 26, prohibits net-of-tax presentation
of unusual and infrequent items on the face of the income  statement.  Also, the
guidance  in  Regulation  S-X,  section  210.5-03(b)  specifies  the  positional
presentation  of equity in earnings of  unconsolidated  subsidiaries  and 50% or
less owned persons, but does not specify whether this income statement line-item
should be presented pre-tax or net-of-tax.  Finally,  it is the company's belief
that pre-tax  presentation  is preferable as it allows the effective  income tax
rate  reconciliation in Note 15 to the consolidated  financial  statements to be
more easily understood by the financial statement reader.


Asset Retirement Obligations and Environmental Liabilities, Page 46


2.   Please  include a  reconciliation  of your asset  retirement  obligation as
     required  by  paragraph  22(c) of SFAS  143 or tell us why this  literature
     would not apply.


Response:

The company  provided  additional  disclosures  regarding  its asset  retirement
obligations  under the  subheading  "Accounting  Changes" on page 50 of its Form
10-K for  fiscal  year  2005.  The  company  disclosed  the impact on results of
operations  due to the adoption of SFAS No. 143 in fiscal 2003 and disclosed the
amount of the related liabilities included in the company's balance sheets as of
May 29, 2005 and May 30, 2004. Each of the components of the  reconciliation  of
the asset  retirement  obligation  specified in paragraph 22(c) was deemed to be
immaterial to the company's results of operations for all periods presented. The
company  intends to  continue  to monitor  the  changes in its asset  retirement
obligations and will disclose each of the components of the reconciliation  when
material changes occur.

Stock-Based Compensation, Page 47

3.   We note that you have  historically  applied APB 25 in accounting  for your
     stock-based   compensation   arrangements.   We  further  note  that  these
     arrangements include variable type arrangements,  such as phantom stock and
     restricted share equivalent issuances. Please expand your policy disclosure
     to clarify how you measure  compensation  expense subsequent to the initial
     measurement   date   and   which    compensation    arrangements    require
     re-measurement.

Response:

The company  modified  the language  used in its  disclosure  of its  accounting
policy for  stock-based  compensation  in Note 1 to its  condensed  consolidated
financial  statements in its Form 10-Q for the quarterly  period ended  November
27, 2005 in order to provide greater clarity to financial  statement  readers as
to the various forms of stock-based  compensation provided by the company to its
employees  and  the  related  accounting  impact.  The  company  believes  these
disclosures  were  adequate  in order to provide an investor  with a  reasonable
understanding  of the  company's  accounting  methodology  for  its  stock-based
compensation  for  which  remeasurement  of  compensation  expense  is  required
subsequent to the initial  measurement date. However, in response to the Staff's
comments,  the company will modify its  disclosures  of this  accounting  policy
beginning  with the  company's  quarterly  report  on Form  10-Q for the  fiscal
quarter ended February 26, 2006, as follows:

The company  issues stock under various  stock-based  compensation  arrangements
approved by stockholders,  including  restricted stock, other share-based awards
and stock  issued in lieu of cash  bonuses.  The value of  restricted  stock and
other share-based awards, equal to fair value at the time of grant, is amortized
as compensation  expense over the vesting  period.  Stock issued in lieu of cash
bonuses is recognized  as  compensation  expense as earned.  As these awards are
ultimately settled in shares of the company's stock, changes in the price of the
company's stock  subsequent to the date of grant do not result in  remeasurement
of the award.  In addition,  the company  grants  restricted  share  equivalents
pursuant to plans approved by stockholders  which are ultimately settled in cash
based on the  market  price of the  company's  stock as of the date the award is
fully vested.  The value of the restricted share equivalents is adjusted,  based
upon the market price of the company's stock at the end of each reporting period
and amortized as compensation expense over the vesting period.

Recently Issued Accounting Pronouncements, page 50

4.   We note your disclosure  that you are currently  evaluating the impact that
     adoption of SFAS 123(R) will have on your financial statements. Please tell
     us why you are unable to come to a general  conclusion of the likely effect
     of this standard given that you have  compensation  arrangements  that fall
     within the scope of SFAS 123(R).

Response:

The company  intends to adopt SFAS No. 123(R) in the company's  first quarter of
fiscal 2007,  which  begins May 29, 2006.  The company has chosen not to provide
general  conclusions as to the impact of the standard on the company's financial
statements for previously issued stock-based grants, as the company continues to
analyze the likely impact of various aspects of this complex standard.  Examples
of the company's unresolved considerations include:

1.   The company has not yet determined whether it will adopt the standard using
     the modified prospective method or the modified retrospective method.

2.   The company has not yet determined the valuation method that it will employ
     in estimating the fair value of future stock option grants (and has engaged
     outside experts to advise the company in this determination).

3.   The  company  has not yet  analyzed  the impact the  standard  will have on
     income tax  accounting,  in  particular,  due to the  complex  calculations
     required to assess the "hypothetical APIC pool".

4.   The interpretation  and practical  application of the standard continues to
     evolve, as is evidenced by continuing deliberations of and revisions to the
     standard by the FASB in recently issued FASB Staff Positions.

5.   The  company  is  currently   considering   restructuring  its  stock-based
     compensation plans for members of senior management,  potentially resulting
     in grants  of  stock-based  awards  which  contain  either  performance  or
     market-based  components,  or both.  Some of these  awards  may be  granted
     during fiscal 2006.  As such,  the company would be required to analyze the
     awards  under  APB 25,  SFAS  No.  123 and  SFAS  No.  123(R),  in order to
     determine the likely impact to the financial statements.

Because of these  uncertainties,  the disclosure  provided by the company:  "the
adoption  of SFAS No.  123R  will have an impact  on the  company's  results  of
operations...Management  is currently evaluating the impact that the adoption of
this statement will have on the company's consolidated results of operations and
cash flows" is appropriate.  When the company believes it has reached a point in
its ongoing analyses to provide a reasonable estimate as to the likely impact of
the adoption of the standard,  disclosure of this estimated  impact will be made
in the next Form 10-Q or Form 10-K filed with the Commission.

Note 2, Discontinued Operations and Divestitures, page 51

5.   We  note  that  you  received  25.4  million  shares  of  Pilgrim's   Pride
     Corporation  (PPC) common  stock  through the  divestiture  of your chicken
     business.  Based on the disclosures  you have provided,  please address the
     following items:

     o    Disclose  your  ownership  percentage in these shares and indicate the
          level of control of PPC that you retained at each  balance  sheet date
          presented.  We would expect your consideration of control influence to
          include all contracts you have with PPC.

     o    Confirm, if true, that you recorded these shares under the cost method
          of  accounting  or  otherwise  advise.  Please cite the  authoritative
          literature you relied upon to support your accounting methodology.

     o    Confirm, if true, that you classified your investment in PPC shares as
          available-for-sale  or otherwise advise. Please cite the authoritative
          literature you relied upon as the basis for your classification.

     o    Confirm,  if true,  that you were not  restricted  from selling  these
          shares  subsequent to your receipt of them as part of the  divestiture
          or otherwise advise.

     o    Include the disclosures required by paragraph 19 of SFAS 115.

     o    Tell us whether or not your  intent was to sell your  interest  in the
          PPC  shares at May 29,  2005.  In this  regard,  please  describe  any
          outstanding  arrangements  you had that may have provided for the sale
          of those shares, including contracts and put or call options.

Response:

As of May 30,  2004,  the company  owned  approximately  38% of the  outstanding
common stock of Pilgrim's  Pride  Corporation  ("PPC")  (which trades on the New
York Stock  Exchange under the symbol "PPC").  However,  the company  controlled
only 3% of the voting rights of PPC at that time (detailed discussions as to the
voting rights of PPC stockholders,  including the company, are included in PPC's
proxy statement on Schedule 14a filed November 3, 2003). As of May 29, 2005, the
company  owned   approximately   23%  of  PPC's  common  stock  and   controlled
approximately   2.6%  of  the  voting  rights.   The  company  did  not  have  a
representative on the board of directors of PPC at any time and did not have the
ability  to  elect  such a  representative.  The  company  did not have any side
agreements  or  contracts  with PPC which would have  provided  the company with
significant influence over the management of PPC, as defined in APB 18.

The company recorded the original  receipt of shares using the cost method.  The
common stock received was  contractually  restricted,  such that the company was
unable to sell any portion of the shares within one year.  After one year,  8.47
million  shares  could be sold.  The  remaining  shares  could be sold in future
periods,  but no more than 8.47 million shares could be sold in any twelve month
period.  With the consent of PPC, these  restrictions  could be waived. Per SFAS
No. 115,  paragraph 3.a., the contractual  restrictions to the company's ability
to trade the stock for a period of greater  than one year  resulted in treatment
of the PPC stock as "restricted  stock" which is excluded from the scope of that
standard. As the period of trading restriction for each tranche of stock lapsed,
such  that the  shares  could  be  traded  within  one  year,  the  shares  were
reclassified from cost method investments to available-for-sale securities under
SFAS No. 115.

In August 2005, the company sold the remaining 15.4 million shares of PPC common
stock to PPC. As this agreement was reached with PPC subsequent to the company's
fiscal 2005 year-end,  this was disclosed as a subsequent event in the company's
Form 10-K for fiscal 2005. As of May 29, 2005,  the company  intended to attempt
to negotiate a sale of its investment in PPC with PPC; however,  the company had
no arrangements at that date with PPC or any other party which may have provided
for the sale of  those  shares,  including  contracts  and put or call  options.
Therefore,  at May 29,  2005,  the  8.48  million  shares  of PPC  common  stock
continued to be treated as cost method  investments  due to contractual  trading
restrictions  of  greater  than one year and the  6.96  million  shares  without
contractual trading restrictions were classified as available-for-sale.

The company notes that details of the  accounting  for the company's  receipt of
the PPC shares and the  restrictions  of the  company's  ability to trade  these
shares were  disclosed in the company's  Form 10-K for the fiscal year ended May
30, 2004 and  subsequent  Forms 10-Q.  As the company had disposed of its entire
holdings of PPC common stock by the date it filed its Form 10-K for fiscal 2005,
these detailed disclosures were not repeated in that filing.

Paragraph 19 of SFAS No. 115 states that reporting  enterprises shall report the
aggregate  fair  value of  available-for-sale  securities,  the total  gains for
securities  with net gains in  accumulated  other  comprehensive  income and the
total losses for securities with net losses in other  comprehensive  income,  by
major security type. As of May 29, 2005 and May 30, 2004, the company  disclosed
in Note 2 to the consolidated  financial  statements the specific nature of each
available-for-sale  investment,  the estimated fair value of each investment and
separately  disclosed the total  unrealized  gain included in accumulated  other
comprehensive  income for one of the investments  and the total  unrealized loss
included in accumulated other comprehensive income for the other investment. The
company believes these disclosures meet the requirements of SFAS No. 115.

                                    . . .


     The company  acknowledges  that the adequacy and accuracy of the disclosure
in its filing with the  Commission  is the  responsibility  of the company.  The
company  acknowledges  that Staff comments or changes to disclosures in response
to Staff  comments do not foreclose the  Commission  from taking any action with
respect to the filing. The company also acknowledges that Staff comments may not
be asserted as a defense in any  proceeding  initiated by the  Commission or any
person under the federal securities laws of the United States.

     We appreciate  the Staff's  assistance in this process and would be willing
to discuss with you at your earliest  convenience  any  additional  comments the
Staff may have.  Please  contact Dave  Hefflinger or Guy Lawson at  402-341-3070
with questions or comments on this response letter.


                                               Very truly yours,

                                                   /s/ Guy Lawson

                                               Guy Lawson


GL:mlw
cc:   Frank Sklarsky
      (Executive Vice President, Chief Financial Officer, ConAgra Foods, Inc.)

      Rob Sharpe
      (Executive Vice President, Legal & External Affairs, ConAgra Foods, Inc.)

      John Gehring
      (Senior Vice President, Controller, ConAgra Foods, Inc.)

      Steven G. Butler
      (Chairman of the Audit Committee, ConAgra Foods, Inc.)

      David Hefflinger (McGrath North Mullin & Kratz, PC LLO)

      Roger Wells (McGrath North Mullin & Kratz, PC LLO)

      Joseph Bagel (KPMG, LLP)

      Trevor Barton (Deloitte & Touche LLP)