8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


                                  May 12, 1999
                Date of Report (Date of earliest event reported)



                                  ConAgra, Inc.
             (Exact name of registrant as specified in its charter)


         Delaware               1-7275                 47-0248710
     (State or other          (Commission            (IRS Employer
     jurisdiction of          File Number)         Identification No.)
     incorporation)


     One ConAgra Drive, Omaha, Nebraska                68102-5001
     (Address of principal executive offices)          (Zip Code)



               Registrant's telephone number, including area code
                                 (402) 595-4000













Item 5.  OTHER EVENTS.

         On May 12, 1999, ConAgra, Inc. issued the press release attached hereto
as Exhibit 99.1.  The press release  contains  forward-looking  statements  that
reflect   management's   current   views  and   estimates  of  future   economic
circumstances,  industry conditions,  company performance and financial results.
The statements are based on many assumptions and factors including  availability
and  prices of raw  materials,  product  pricing,  competitive  environment  and
related market conditions, operating efficiencies, access to capital and actions
of  governments.  Any  changes  in such  assumptions  or factors  could  produce
significantly different results.

Item 7.  Exhibits.

         99.1     Press Release Issued May 12, 1999.

         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, INC.

                                         /s/ Jay D. Bolding
May 13, 1999                        By:__________________________
                                        Jay D. Bolding
                                        Vice President, Controller

EX-99.1

                                                                       EX-99.1


FOR IMMEDIATE RELEASE

OMAHA,  Neb.,  May 12,  1999 --  ConAgra,  Inc.  (NYSE:  CAG) today  announced a
restructuring  initiative as the next step in Operation Overdrive, the company's
major  strategic  thrust to spur top line  growth and reduce  expenses  to power
premium earnings growth. ConAgra is targeting annual savings of $600 million and
substantial profit margin improvement by leveraging the collective  strengths of
its operating companies.

Operation Overdrive

"Operation  Overdrive  began last summer with plans for  extensive  benchmarking
analysis,  a framework for  instilling  ConAgra-wide  teamwork,  and a series of
moves to strengthen  our company's  operating and corporate  staff  leadership,"
said Bruce Rohde,  ConAgra's chairman and chief executive officer.  "Since then,
we've launched ConAgra's  strategic  sourcing  initiative and expanded Operation
Overdrive  to  encompass  an  array of other  cost-cutting  and  sales-enhancing
initiatives.  The restructuring  initiative announced today will help us achieve
our Overdrive goals.

"Why call it  'Overdrive?'  Overdrive is a gear that increases an engine's power
output by leveraging its horsepower,  while reducing fuel consumption and engine
wear.  Similarly,  the name  'Overdrive'  aptly  describes  our efforts to boost
ConAgra's  sales  and  earnings  by  leveraging  our  resources  while  reducing
expenses."

Team ConAgra

"A  fundamental  underpinning  of Operation  Overdrive is ConAgra's  intensified
focus on leveraging the collective  strengths of our operating  companies," said
Mr. Rohde. "We are tapping a heightened  commitment to ConAgra-wide  teamwork to
share best practices among our 80-plus operating companies so we can buy better,
manufacture  better and  distribute  better.  We believe  that the power of Team
ConAgra will help us accelerate top line and bottom line growth."

Overdrive Objectives

Over ConAgra's next three fiscal years starting this June,  Operation  Overdrive
is expected to help ConAgra achieve the following results:

       --    Generate annual savings accelerating to $600 million to reinvest in
             profitable top line growth and bolster earnings.  Two-thirds of the
             savings are expected to come from Operation  Overdrive  initiatives
             other than restructuring;


       --    Expand  pretax  profit  margins 50 percent to 6.5 percent  from 4.3
             percent; and

       --    Achieve ConAgra's trend line earnings growth objective by averaging
             at least 14-percent  annual  earnings-per-share  growth,  excluding
             non-recurring charges.

Mr. Rohde said, "We'll begin to reap significant Operation Overdrive benefits in
ConAgra's  fiscal year 2000,  which starts next month.  In fiscal year 2000,  we
expect  double-digit  earnings growth,  and we are targeting  earnings-per-share
growth of at least 14 percent, excluding non-recurring charges."

Restructuring Initiatives And Investment

"We  plan to  grow  ConAgra  on a  stronger,  more  competitive  production  and
distribution  base," Mr. Rohde said. "To carry out Operation  Overdrive,  we are
restructuring  to  eliminate  less  efficient  capacity,   reduce  overhead  and
streamline ConAgra for the pursuit of aggressive growth. We deeply regret that a
necessary   initial  outcome  of  restructuring  is  a  reduction  in  ConAgra's
workforce.  However,  we also will invest about $200 million and create new jobs
over the next two years to extract full value from consolidated facilities."

ConAgra  will close at least 15  production  plants,  close at least 70 storage,
distribution  and smaller  processing  facilities,  exit  approximately 20 small
non-core businesses or lines of business,  and reduce the company's workforce by
approximately  7,000 employees.  Specific  facilities and businesses will not be
identified publicly until after affected employees have been notified.

Accounting for these items will generate  pretax charges of  approximately  $810
million spread over three years, with most incurred in the first year,  starting
with  approximately $420 million in fiscal year 1999's fourth quarter ending May
30,  1999.  Of the total  charges,  about $180  million is expected to be a cash
expense,  offset  partially by $90 million in cash  proceeds  from  business and
facility  dispositions.  Pretax  savings are projected at $100 million in fiscal
year 2000,  $150  million in fiscal  year 2001 and $200  million in fiscal  year
2002.

With Operation  Overdrive's  continuing  emphasis on streamlining and increasing
efficiency, ConAgra expects to identify additional restructuring initiatives and
related charges of up to $400 million, beyond the $810 million identified above,
during the next two years.

Driving Top Line Growth

Mr. Rohde noted,  "Operation  Overdrive  ultimately is more about profitable top
line growth than cost reduction.  Overdrive's  substantial savings will generate
additional funds to invest in 


supply chain management, product innovation, brand equities, marketing execution
and acquisitions."

Branded food products,  led by 25 $100-million  brands,  power well over half of
ConAgra's  earnings.  As part of Operation  Overdrive,  ConAgra has strengthened
marketing  leadership  focused on top line growth driven by ConAgra's  operating
companies  acting  individually  and in concert.  "We expect that  collaborative
product  development  and marketing  will provide extra lift to volume growth in
the grocery sector," said Mr. Rohde.

Mr. Rohde  continued,  "In the foodservice  sector,  ConAgra is the U.S. leading
manufacturer of foodservice products. With Operation Overdrive we are harnessing
and  channeling  the  potential of our diverse  foodservice  operations  through
ConAgra's  Foodservice  Sales Company  created  earlier this fiscal year. We are
organizing   around  our  foodservice   customers  to  serve  their  needs  more
efficiently."

Strategic Sourcing

ConAgra's  strategic  sourcing  initiative  is aimed  at  becoming  a much  more
efficient customer by leveraging  ConAgra-wide annual procurement of $18 billion
of  commodity  inputs,  raw  materials,  packaging  and  other  basic  goods and
services.  ConAgra is presently  implementing strategic sourcing actions in more
than a dozen  procurement  categories,  ranging from packaging to ocean freight,
involving purchasing from external sources.

ConAgra also intends to source  internally an additional $1 billion of goods and
services previously  procured outside ConAgra.  Internal sourcing will keep more
profit margin inside  ConAgra and enable source  businesses to use capacity more
efficiently and profitably.

Mr.  Rohde  commented,   "Our  strategic   sourcing   opportunity  is  huge.  We
conservatively estimate that ConAgra will achieve at least $250 million per year
in sustainable savings and profit leverage within three years."

Operational Improvement

Operation Overdrive also involves benchmarking ConAgra's operating companies and
elevating their business processes to best practices. Mr. Rohde stated, "Some of
our businesses can legitimately claim  best-in-industry  status, but others have
significant  room for  improvement  in  inventory  and  receivables  management,
marketing  effectiveness,  manufacturing  efficiency  and  support  systems  and
staffing.  We expect that  Operation  Overdrive's  aggressive  programs to close
performance  gaps  will lead to at least  $200  million  more in annual  expense
reduction and profit contribution."


Company Description

ConAgra  is  a  diversified   international   food  company.   ConAgra   employs
approximately  83,000 people at about 250 production  facilities and 1,150 total
locations. The company's annual sales exceed $24 billion. ConAgra's leading food
brands  include Act II, Armour,  Banquet,  Blue Bonnet,  Butterball,  Chun King,
Cook's, County Line, Country Pride, Decker, Eckrich, Egg Beaters, Fleischmann's,
Healthy Choice, Hebrew National, Hunt's and Hunt's Snack Pack, Inland Valley, La
Choy, Marie Callender's,  Orville  Redenbacher's,  Parkay,  Peter Pan, Slim Jim,
Swift Premium, Swiss Miss, Van Camp's, and Wesson.

Operation Overdrive Discussion

An audio  discussion of Operation  Overdrive by ConAgra  executives Bruce Rohde,
chairman and chief executive officer,  Jim O'Donnell,  executive vice president,
chief financial  officer and corporate  secretary,  and Walt Casey,  senior vice
president,  investor  relations and business analysis will be aired at 4:00 p.m.
Central  Daylight Time today,  May 12, 1999,  and will be repeated  through 5:00
p.m.   Central   Daylight   Time   on  May   26,   1999.   To   listen,   access
http://www.videonewswire.com/CONAGRA/051299    on   the   Internet,    or   dial
(800)-964-4185.

Forward-Looking Statements

This news release contains forward-looking  statements that reflect management's
current  views  and  estimates  of  future  economic   circumstances,   industry
conditions, company performance and financial results.

The statements are based on many assumptions and factors including  availability
and  prices of raw  materials,  product  pricing,  competitive  environment  and
related market conditions, operating efficiencies, access to capital and actions
of  governments.  Any  changes  in such  assumptions  or factors  could  produce
significantly different results.