McGrath North Mullin & Kratz, PC LLO
                           3700 First National Tower
                               1601 Dodge Street
                                Omaha, NE 68102












                                 March 17, 2006

Jill S. Davis
Division of Corporation Finance
Securities and Exchange Commission
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
          ConAgra Foods Response Letter Dated February 13, 2006 to Staff's
          Comment Letter dated January 25, 2006
          File number 1-7275


Dear Ms. Davis:

     This letter sets forth ConAgra Foods'  response with respect to the Staff's
comment  letter  dated  March 8, 2006 on ConAgra  Foods'  Form 10-K for the year
ended May 29,  2005,  Forms 10-Q for the  quarters  ended  August  28,  2005 and
November 27, 2005 and ConAgra Foods'  response letter dated February 13, 2006 to
the Staff's comment letter dated January 25, 2006. The numbered response in this
letter corresponds to the numbered paragraph of the comment letter. We have also
included the comment along with ConAgra  Foods'  response for the comment to aid
in the review process.

Form 10-K, Year Ended May 29, 2005

Financial Statements

Note 2, Discontinued Operations and Divestitures, page 51

     1.   We note from your  response to prior  comment five that the PPC shares
          you received were contractually  restricted so that you could not sell
          any  portion of the  shares  within  one year.  We  further  note your
          statement that with "the consent of PPC, these  restrictions  could be
          waived."  Confirm,   if  true,  that  you  could  not  terminate  this
          restriction  by contract or otherwise to cause the  requirement  to be
          met  within  one year,  as  stipulated  by  footnote  2 to SFAS 115 or
          otherwise advise.

Response:

The company confirms that it could not terminate the aforementioned  restriction
of its ability to sell shares of Pilgrim's Pride Corporation ("PPC") by contract
or  otherwise  without the consent of PPC.  PPC had not  provided its consent to
waive the  restrictions  at the time of the  original  transaction  in which the
shares of PPC were received.  During the third quarter of fiscal 2005, when such
consent  was  received  for a total of ten  million  shares of PPC,  the company
recharacterized  that portion of its  investment  in PPC for which the period of
restriction  had  been  reduced  to a  period  of  less  than  one  year  from a
cost-method investment to an available-for-sale security in accordance with SFAS
No. 115. During the first quarter of fiscal 2006, the company  received a waiver
of these  restrictions for the remaining 15.4 million shares of PPC and sold the
shares shortly thereafter.

                                      . . .

     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)