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<SEC-DOCUMENT>/in/edgar/work/0000912057-00-044389/0000912057-00-044389.txt : 20001012
<SEC-HEADER>0000912057-00-044389.hdr.sgml : 20001012
ACCESSION NUMBER:		0000912057-00-044389
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20000827
FILED AS OF DATE:		20001011

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONAGRA FOODS INC /DE/
		CENTRAL INDEX KEY:			0000023217
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2011
]		IRS NUMBER:				470248710
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-07275
			FILM NUMBER:		738147
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		ONE CONAGRA DR
				CITY:			OMAHA
				STATE:			NE
				ZIP:			68102
				BUSINESS PHONE:		4025954000
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		ONE CONAGRA DRIVE
					CITY:			OMAHA
					STATE:			NE
					ZIP:			68102
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	CONAGRA INC /DE/
						DATE OF NAME CHANGE:	19920703
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	NEBRASKA CONSOLIDATED MILLS CO
							DATE OF NAME CHANGE:	19721201
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a2027518z10-q.txt
<DESCRIPTION>10-Q
<TEXT>

<PAGE>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended August 27, 2000

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________ to __________


                          Commission File Number 1-7275

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

                               CONAGRA FOODS, INC.
- -------------------------------------------------------------------------------
               (Exact name of registrant, as specified in charter)

          Delaware                                                47-0248710
- -------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

One ConAgra Drive, Omaha, Nebraska                             68102-5001
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

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

                                 CONAGRA, INC.
- -------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]    No [ ]

Number of shares outstanding of issuer's common stock, as of September 24, 2000
was 533,378,100.


<PAGE>


                         PART I - FINANCIAL INFORMATION
                     ITEM 1. CONDENSED FINANCIAL STATEMENTS
                      CONAGRA FOODS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                     (in millions except per share amounts)
                                   (unaudited)

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

<TABLE>
<CAPTION>

                                                                THIRTEEN WEEKS ENDED
                                                             AUGUST 27,      AUGUST 29,
                                                               2000            1999
                                                             ---------       ---------
<S>                                                          <C>             <C>
Net sales                                                    $   6,801.6     $   6,593.6

Costs and expenses
  Cost of goods sold (1)                                         5,754.7         5,617.4
  Selling, general and administrative expenses (1)                 735.1           732.3
  Interest expense                                                  76.1            76.2
  Restructuring/Impairment charges                                     -             3.5
                                                             -----------     -----------

Income before income taxes                                         235.7           164.2
Income taxes                                                        89.6            62.4
                                                             -----------  --------------

Net income                                                   $     146.1     $     101.8
                                                             ===========     ===========

Income per share - basic                                     $       .31     $       .22
                                                             ===========     ===========

Income per share - diluted                                   $       .30     $       .21
                                                             ===========     ===========
</TABLE>

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

(1)For the thirteen weeks ended August 29, 1999, other restructuring-related
   items include accelerated depreciation of $31.0 million and inventory
   markdowns of $8.6 million included in cost of goods sold, and $4.0 million of
   accelerated depreciation included in selling, general and administrative
   expenses.

See notes to the condensed consolidated financial statements.


                                       2

<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                  (in millions)
                                   (unaudited)

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

<TABLE>
<CAPTION>

                                                          THIRTEEN WEEKS ENDED
                                                       AUGUST 27,      AUGUST 29,
                                                         2000             1999
                                                       ---------      -----------
<S>                                                    <C>             <C>
Net income                                             $     146.1     $     101.8

Other comprehensive income (loss):
  Currency translation adjustment                              8.6            (6.5)
                                                       -----------     -----------

Comprehensive income                                   $     154.7     $      95.3
                                                       ===========     ===========
</TABLE>

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

See notes to the condensed consolidated financial statements.



                                        3

<PAGE>
                      CONAGRA FOODS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (dollars in millions except per share amounts)
                                   (unaudited)

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

<TABLE>
<CAPTION>

ASSETS                                                          AUGUST 27,         MAY 28,         AUGUST 29,
                                                                   2000             2000              1999
                                                                ----------       -----------       -----------
<S>                                                              <C>             <C>               <C>
Current assets
  Cash and cash equivalents                                      $      82.0     $     157.6       $      10.7
  Receivables, less allowance for doubtful accounts
    of $73.2, $62.8 and $78.7                                        2,638.3         1,606.8           2,615.5
  Inventories                                                        4,452.5         3,787.3           4,012.1
  Prepaid expenses                                                     478.8           414.8             334.8
                                                                 -----------     -----------       -----------
        Total current assets                                         7,651.6         5,966.5           6,973.1
                                                                 -----------     -----------       -----------

Property, plant and equipment                                        6,828.5         6,441.8           6,389.1
  Less accumulated depreciation                                     (2,950.2)       (2,857.8)         (2,783.7)
                                                                 -----------     -----------       -----------
        Property, plant and equipment, net                           3,878.3         3,584.0           3,605.4
                                                                 -----------     -----------       -----------

Brands, trademarks and goodwill                                      4,607.0         2,366.0           2,396.0
Other assets                                                           412.9           379.3             404.1
                                                                 -----------     -----------       -----------
                                                                 $  16,549.8     $  12,295.8       $  13,378.6
                                                                 ===========     ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Notes payable                                                  $   3,536.6     $   1,255.5       $   3,415.7
  Current installments of long-term debt                                20.6            20.6              19.9
  Accounts payable                                                   2,066.5         2,044.6           1,645.1
  Advances on sales                                                    148.7           888.7             125.3
  Other accrued liabilities                                          1,445.8         1,279.8           1,348.0
                                                                 -----------     -----------       -----------
        Total current liabilities                                    7,218.2         5,489.2           6,554.0
                                                                 -----------     -----------       -----------

Senior long-term debt, excluding current installments                3,399.3         1,816.8           1,810.1
Other noncurrent liabilities                                           770.3           750.7             790.9
Subordinated debt                                                      750.0           750.0             750.0
Preferred securities of subsidiary company                             525.0           525.0             525.0
Commitments and contingencies                                            -               -                 -
Common stockholders' equity
  Common stock of $5 par value, authorized 1,200,000,000
    shares; issued 565,202,119, 524,137,617 and 523,852,872          2,826.0         2,620.7           2,619.2
  Additional paid-in capital                                           729.1           147.5             175.0
  Retained earnings                                                  1,469.7         1,420.7           1,397.2
  Foreign currency translation adjustment                              (94.5)         (103.1)            (72.4)
  Less treasury stock, at cost, common
    shares 32,066,747, 31,925,505 and 31,645,189                      (764.1)         (760.2)           (754.3)
                                                                 -----------     -----------       -----------
                                                                     4,166.2         3,325.6           3,364.7
  Less unearned restricted stock and value of 14,158,601,
    15,246,068 and 16,379,449 common shares held in
    Employee Equity Fund                                              (279.2)         (361.5)           (416.1)
                                                                 -----------     -----------       -----------
        Total common stockholders' equity                            3,887.0         2,964.1           2,948.6
                                                                 $  16,549.8     $  12,295.8       $  13,378.6
                                                                 ===========     ===========       ===========
</TABLE>

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

See notes to the condensed consolidated financial statements.

                                       4

<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (in millions)
                                   (unaudited)

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

<TABLE>
<CAPTION>

                                                                                          THIRTEEN WEEKS ENDED
                                                                                       AUGUST 27,       AUGUST 29,
                                                                                         2000             1999
                                                                                       ----------       ----------
<S>                                                                                     <C>              <C>
Cash flows from operating activities:
Net income                                                                            $   146.1        $   101.8
  Adjustments to reconcile net income to net cash provided by
    operating activities:
       Depreciation and other amortization                                                 117.1            114.4
       Goodwill amortization                                                                16.3             16.1
       Restructuring/Impairment and other restructuring-related
         charges (includes accelerated depreciation)                                         -               47.1
       Other noncash items (includes nonpension postretirement benefits)                    32.0             32.6
       Change in assets and liabilities before effects
         of business acquisitions                                                       (2,177.5)        (2,747.3)
                                                                                       ---------        ----------
          Net cash flows from operating activities                                      (1,866.0)        (2,435.3)
                                                                                       ---------        ---------

Cash flows from investing activities:
  Additions to property, plant and equipment                                             (112.4)          (111.6)
  Payments for business acquisitions                                                     (908.4)             -
  Sale of businesses and property, plant and equipment                                     50.1              6.1
  Notes receivable and other items                                                        (15.0)             8.5
                                                                                        ----------       ---------
         Net cash flows from investing activities                                        (985.7)           (97.0)
                                                                                        ---------        ---------

Cash flows from financing activities:
  Net short-term borrowings                                                             2,402.1          2,550.9
  Proceeds from issuance of long-term debt                                              1,197.8             17.2
  Repayment of long-term debt                                                               (.9)            (5.9)
  Repayment of acquired company's debt                                                   (729.3)             -
  Cash dividends paid                                                                    (100.4)           (87.9)
  Other items                                                                               6.8              5.9
                                                                                      ---------        ---------
         Net cash flows from financing activities                                       2,776.1          2,480.2
                                                                                      ---------        ---------

Net change in cash and cash equivalents                                                   (75.6)           (52.1)
Cash and cash equivalents at beginning of period                                          157.6             62.8
                                                                                      ---------        ---------
Cash and cash equivalents at end of period                                            $    82.0        $    10.7
                                                                                      =========        =========
</TABLE>

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

See notes to the condensed consolidated financial statements.


                                        5

<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THIRTEEN WEEKS ENDED AUGUST 27, 2000
                         (COLUMNAR DOLLARS IN MILLIONS)


1.       ACCOUNTING POLICIES

         The unaudited interim financial information included herein reflects
         normal recurring adjustments which are, in the opinion of management,
         necessary for a fair presentation of the results of operations,
         financial position, and cash flows for the periods presented. These
         consolidated condensed financial statements should be read in
         conjunction with the consolidated financial statements and related
         notes included in the ConAgra Foods, Inc. (the "Company") fiscal 2000
         annual report on Form 10-K.

         The results of operations for any interim period are not necessarily
         indicative of the results to be expected for other interim periods or
         the full year.

         Certain prior year amounts have been reclassified in order to conform
         with current year classifications.

         In December 1999, SEC Staff Accounting Bulletin (SAB) No. 101, REVENUE
         RECOGNITION IN FINANCIAL STATEMENTS, was issued. This SAB will become
         effective for the Company in fiscal 2001. The Company has not
         quantified the impact, if any, resulting from the adoption of this SAB.

         In July 2000, the FASB's Emerging Issues Task Force (EITF) reached a
         consensus on EITF Issue No. 00-14, ACCOUNTING FOR COUPONS, REBATES, AND
         DISCOUNTS. This EITF Issue will become effective for the Company in
         fiscal 2001. The Company has not quantified the impact, if any,
         resulting from the adoption of this EITF Issue.

2.       ACQUISITIONS

         On August 24, 2000, the Company acquired all of the outstanding shares
         of common stock and stock options of International Home Foods ("IHF")
         in a transaction accounted for as a purchase business combination. As
         part of the acquisition, the Company issued approximately 41 million
         shares of Company common stock and assumed options to acquire
         approximately 5 million post-acquisition shares of Company common stock
         with an aggregate fair value of approximately $850 million. In
         addition, the Company paid approximately $875 million in cash to the
         IHF shareholders and assumed approximately $1.1 billion of debt. IHF's
         results of operations did not impact the Company's results during the
         first quarter of fiscal 2001 as the acquisition was completed at the
         conclusion of the quarter.

         The Company preliminarily allocated the excess of the purchase price
         over the net assets acquired to goodwill. The purchase price allocation
         will be completed upon finalization of asset and liability valuations.
         In connection with this acquisition, the Company expects to consolidate
         certain plants and will include the associated costs as part of the
         purchase price allocation. Goodwill arising from the transaction will
         be amortized on a straight-line basis over a period of 40 years.

         On September 15, 2000, the Company issued $600 million of 7.5% senior
         notes, due September 15, 2005, $750 million of 7.875% senior notes, due
         September 15, 2010 and $300 million of 8.25% senior notes, due
         September 15, 2030. The net proceeds were used to reduce outstanding
         borrowings under short-term credit facilities with maturities less than
         six months and bearing interest at a rate between 6.7% and 6.8% per
         annum. In addition, the Company assumed $385


                                       6

<PAGE>

                      CONAGRA FOODS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THIRTEEN WEEKS ENDED AUGUST 27, 2000
                         (COLUMNAR DOLLARS IN MILLIONS)

         million of IHF 10.375% senior secured notes due in 2006 and redeemed
         the notes on October 6, 2000.

         The Company's unaudited pro forma results of operations for the
         thirteen weeks ended August 27, 2000 and August 29, 1999, assuming the
         acquisition of IHF occurred as of the beginning of the periods
         presented are as follows:

<TABLE>
<CAPTION>

                                               THIRTEEN WEEKS ENDED
                                              AUGUST 27,     AUGUST 29,
                                                2000           1999
                                              ----------     ----------
         <S>                                  <C>            <C>
         Net sales                             $   7,239.7    $   7,022.2
         Net income                                  156.9          139.1
         Income per share - diluted                    .30            .27
</TABLE>

3.       OPERATION OVERDRIVE

         During the fourth quarter of fiscal 2000, the Company completed a
         restructuring plan in connection with its previously announced
         initiative, "Operation Overdrive." The restructuring plan was aimed at
         eliminating overcapacity, streamlining operations and improving future
         profitability through margin improvement and expense reductions. The
         pre-tax charge of the plan totaled $1,062.2 million with $621.4 million
         and $440.8 million recognized in fiscal 2000 and 1999, respectively.

         Included in the Company's first quarter of fiscal 2000 are
         restructuring plan charges of $47.1 million, as follows:

<TABLE>
<CAPTION>

                                              PACKAGED           REFRIGERATED      AGRICULTURAL
                                                FOODS               FOODS            PRODUCTS        TOTAL
                                                -----               -----            --------        -----
         <S>                                  <C>                <C>               <C>               <C>
         Accelerated depreciation             $   27.4           $    7.6          $     -           $   35.0
         Inventory markdowns                        -                  .1               8.5               8.6
         Restructuring/Impairment                  1.4                 .4               1.7               3.5
                                              --------           --------          --------          --------
                         Total                $   28.8           $    8.1          $   10.2          $   47.1
                                              ========           ========          ========          ========
</TABLE>

         The $47.1 million charge ($29.2 million net of tax) recognized in the
         first quarter of fiscal 2000 consisted of the following: $31.0 million
         included in cost of goods sold resulting from accelerated depreciation
         on certain assets; $8.6 million included in cost of goods sold for
         inventory markdowns; $4.0 million included in selling, general and
         administrative expenses resulting from accelerated depreciation on
         certain assets; and $3.5 million included in restructuring/impairment
         charges resulting primarily from contractual termination and employee
         related costs.

         Certain assets to be disposed of that were not immediately removed from
         operations were depreciated on an accelerated basis over their
         remaining useful lives. Inventory markdowns represented losses to write
         down the carrying value of non-strategic inventory resulting from the
         closure of facilities and discontinuation of certain products.

         Approximately 8,450 employees received notification of their
         termination as a result of the restructuring plan, primarily in
         manufacturing and operating facilities. In addition, other exit

                                       7
<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THIRTEEN WEEKS ENDED AUGUST 27, 2000
                         (COLUMNAR DOLLARS IN MILLIONS)

         costs (consisting of lease termination and other contractual
         termination costs) occurred as a result of the restructuring plan.
         Such activity is as follows:

<TABLE>
<CAPTION>

                                                        SEVERANCE                 OTHER EXIT
                                                AMOUNT           HEADCOUNT           COSTS
                                                ------           ---------           -----
         <S>                                    <C>              <C>               <C>
         Fiscal 1999 activity:
            Charges to income                   $   45.1            3,160           $    7.3
            Utilized                                (6.1)            (260)                 -
                                                --------            -----           --------
            Balance, May 30, 1999                   39.0            2,900                7.3
         Fiscal 2000 activity:
            Charges to income                       57.8            5,290               50.9
            Utilized                               (44.3)          (4,990)             (21.5)
                                                --------            -----           --------
            Balance, May 28, 2000                   52.5            3,200               36.7
         Fiscal 2001 activity:
            Utilized                               (10.8)          (1,300)             (13.6)
                                                --------            -----           --------
            Balance, August 27, 2000            $   41.7            1,900           $   23.1
                                                ========            =====           ========
</TABLE>

4.       INCOME PER SHARE

         The following table reconciles the income and average share amounts
         used to compute both basic and diluted income per share:

<TABLE>
<CAPTION>

                                                                     THIRTEEN WEEKS ENDED
                                                                    AUGUST 27,     AUGUST 29,
                                                                        2000           1999
                                                                    ----------     ----------

         <S>                                                        <C>            <C>
         NET INCOME                                                  $     146.1    $     101.8
                                                                     ===========    ===========

         INCOME PER SHARE - BASIC
           Weighted average shares outstanding - basic                     478.7          473.1
                                                                     ===========    ===========

         INCOME PER SHARE - DILUTED
           Weighted average shares outstanding - basic                     478.7          473.1
           Add shares contingently issuable upon
             exercise of stock options                                       1.9            4.6
                                                                     -----------    -----------
           Weighted average shares outstanding - diluted                   480.6          477.7
                                                                     ===========    ===========
</TABLE>

5.       INVENTORIES

<TABLE>
<CAPTION>

         The major classes of inventories are as follows:

                                                                AUGUST 27,        MAY 28,        AUGUST 29,
                                                                   2000            2000              1999
                                                               ------------    ------------     ------------
         <S>                                                   <C>             <C>              <C>
         Hedged commodities                                    $    1,133.8    $    1,305.7     $    1,108.0
         Food products and livestock                                1,714.5         1,350.7          1,345.9
         Agricultural chemicals, fertilizer and feed                1,041.5           671.9            922.9
         Other, principally ingredients and supplies                  562.7           459.0            635.3
                                                               ------------    ------------     ------------
                                                               $    4,452.5    $    3,787.3     $    4,012.1
                                                               ============    ============     ============
</TABLE>


                                       8

<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THIRTEEN WEEKS ENDED AUGUST 27, 2000
                         (COLUMNAR DOLLARS IN MILLIONS)

6.       CONTINGENCIES

         In fiscal 1991, the Company acquired Beatrice Company ("Beatrice"). As
         a result of the acquisition and the significant pre-acquisition
         contingencies of the Beatrice businesses and its former subsidiaries,
         the consolidated post-acquisition financial statements of the Company
         reflect significant liabilities associated with the estimated
         resolution of these contingencies. These include various litigation and
         environmental proceedings related to businesses divested by Beatrice
         prior to its acquisition by the Company. The environmental proceedings
         include litigation and administrative proceedings involving Beatrice's
         status as a potentially responsible party at 42 Superfund, proposed
         Superfund or state-equivalent sites. Beatrice has paid or is in the
         process of paying its liability share at 34 of these sites. Substantial
         reserves for these matters have been established based on the Company's
         best estimate of its undiscounted remediation liabilities, which
         estimates include evaluation of investigatory studies, extent of
         required cleanup, the known volumetric contribution of Beatrice and
         other potentially responsible parties and its experience in remediating
         sites.

         The Company is a party to a number of other lawsuits and claims arising
         out of the operation of its businesses. After taking into account
         liabilities recorded for all of the foregoing matters, management
         believes the ultimate resolution of such matters should not have a
         material adverse effect on the Company's financial condition, results
         of operations or liquidity.

7.       BUSINESS SEGMENTS

         The Company has three segments, which are organized based upon similar
         economic characteristics and are similar in the nature of products and
         services offered, the nature of production processes, the type or class
         of customer and distribution methods. Packaged Foods includes companies
         that produce shelf-stable and frozen foods. This segment markets food
         products in retail and foodservice channels. Refrigerated Foods
         includes companies that produce and market branded processed meats,
         beef, pork, chicken and turkey. This segment markets food products in
         retail and foodservice channels. Agricultural Products includes
         companies involved in distribution of agricultural inputs and
         procurement, processing, trading and distribution of commodity food
         ingredients and agricultural commodities.

         Intersegment sales have been recorded at amounts approximating market.
         Operating profit for each segment is based on net sales less all
         identifiable operating expenses and includes the related equity in
         earnings of companies included on the basis of the equity method of
         accounting. General corporate expense, goodwill amortization, interest
         expense and income taxes have been excluded from segment operations.


                                       9

<PAGE>

                      CONAGRA FOODS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THIRTEEN WEEKS ENDED AUGUST 27, 2000
                         (COLUMNAR DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>

                                                        THIRTEEN WEEKS ENDED
                                                     AUGUST 27,      AUGUST 29,
                                                        2000         1999
                                                     ------------   ------------
         <S>                                         <C>            <C>
         Sales to unaffiliated customers
           Packaged Foods                            $    1,747.9   $    1,736.8
           Refrigerated Foods                             3,343.6        3,121.1
           Agricultural Products                          1,710.1        1,735.7
                                                     ------------   ------------
           Total                                     $    6,801.6   $    6,593.6
                                                     ============   ============

         Intersegment sales
           Packaged Foods                            $       10.0   $       11.9
           Refrigerated Foods                                70.2           50.4
           Agricultural Products                             58.9           53.4
                                                     ------------   ------------
                                                            139.1          115.7
           Intersegment elimination                        (139.1)        (115.7)
                                                     ------------   ------------
           Total                                     $         -    $         -
                                                     ===========    ===========

         Net sales
           Packaged Foods                            $    1,757.9   $    1,748.7
           Refrigerated Foods                             3,413.8        3,171.5
           Agricultural Products                          1,769.0        1,789.1
           Intersegment elimination                        (139.1)        (115.7)
                                                     ------------   ------------
           Total                                     $    6,801.6   $    6,593.6
                                                     ============   ============

         Operating profit*
           Packaged Foods                            $      206.6   $      169.4
           Refrigerated Foods                               108.2          109.5
           Agricultural Products                             95.0           59.8
                                                     ------------   ------------
           Total operating profit                           409.8          338.7

           Interest expense                                  76.1           76.2
           General corporate expenses                        81.7           82.2
           Goodwill amortization                             16.3           16.1
                                                     ------------   ------------

         Income before tax                           $      235.7   $      164.2
                                                     ============   ============
</TABLE>

       * Thirteen weeks ended August 29, 1999 includes before-tax restructuring
         and restructuring-related charges of $47.1 million. The charges were
         included in operating profit as follows: $28.8 million in Packaged
         Foods; $8.1 million in Refrigerated Foods; and $10.2 million in
         Agricultural Products.

         As a result of the Company's acquisition of IHF, the Packaged Foods
         segment's total assets have increased by approximately $3.1 billion, or
         67%, as compared to fiscal year end May 28, 2000.


                                       10

<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
                         PART I - FINANCIAL INFORMATION
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Following is management's discussion and analysis of certain significant factors
which have affected the Company's financial condition and operating results for
the periods included in the accompanying condensed consolidated financial
statements. Results for the thirteen-week period ended August 27, 2000 are not
necessarily indicative of results that may be attained in the future.

This report contains forward-looking statements. The statements 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.

FINANCIAL CONDITION

ConAgra's earnings are generated principally from its capital investment, which
consists of working capital (current assets less current liabilities) plus all
noncurrent assets. Capital investment is financed with stockholders' equity,
long-term debt and other noncurrent liabilities.

On August 24, 2000, the Company acquired all of the outstanding International
Home Foods ("IHF") common stock and assumed options exercisable post-acquisition
for shares of Company common stock for total consideration of approximately $1.7
billion plus the assumption of approximately $1.1 billion in debt. Primarily as
a result of this acquisition, capital investment increased approximately $2.5
billion as compared to May 28, 2000, consisting of a $43.9 million working
capital decrease and a $2.6 billion increase in noncurrent assets. In addition,
senior long-term debt increased approximately $1.6 billion as compared to May
28, 2000, primarily as a result of the IHF acquisition.

On September 15, 2000, the Company issued $600 million of 7.5% senior notes, due
September 15, 2005, $750 million of 7.875% senior notes, due September 15, 2010
and $300 million of 8.25% senior notes, due September 15, 2030. The net proceeds
were used to reduce outstanding borrowings under short-term credit facilities
with maturities less than six months and bearing interest at a rate between 6.7%
and 6.8% per annum. In addition, the Company assumed $385 million of IHF 10.375%
senior secured notes due in 2006 and redeemed the notes on October 6, 2000.

The Company's long-term debt objective is that senior long-term debt will not
normally exceed 30% of total long-term debt plus equity. Long-term subordinated
debt is treated as equity due to its preferred stock characteristics. The
Company's policy has been that it would temporarily exceed this self-imposed
limit for a major strategic acquisition that is intended to create value for
shareholders over the long term. In management's view, the fiscal 2001
acquisition of IHF represents such an opportunity.

OPERATING RESULTS

A summary of the period to period increases (decreases) in the principal
components of operations, both before and after restructuring and other
restructuring-related charges ("restructuring charges") recognized in the first
quarter of fiscal 2000, is shown below (dollars in millions, except per share
amounts).


                                       11

<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
                         PART I - FINANCIAL INFORMATION
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                               THIRTEEN WEEKS ENDED
                                                         AUGUST 27, 2000 AND AUGUST 29, 1999
                                                         -----------------------------------
                                                                                EXCLUDING
                                                             AS               RESTRUCTURING
                                                          REPORTED               CHARGES
                                                          --------               -------
<S>                                                     <C>                    <C>
Net sales                                               $     208.0            $     208.0

Costs and expenses
  Cost of goods sold                                          137.3                  176.9
  Selling, general and administrative                           2.8                    6.8
  Interest expense                                             (0.1)                  (0.1)
  Restructuring/Impairment charges                             (3.5)                     -
                                                        ------------           -----------

Income before income taxes                                     71.5                   24.4
Income taxes                                                   27.2                    9.3
                                                        -----------            -----------

Net income                                              $      44.3            $      15.1
                                                        ===========            ===========

Income per share - basic                                $      0.09            $      0.03
                                                        ===========            ===========

Income per share - diluted                              $      0.09            $      0.03
                                                        ===========            ===========
</TABLE>

In comparison to fiscal 2000 first quarter, the Company's fiscal 2001 first
quarter diluted income per share was $.30, an increase of $.09, or 42.9 percent;
operating profit was $409.8 million, an increase of $71.1 million, or 21.0
percent; and net income was $146.1 million, an increase of $44.3 million, or
43.5 percent. Excluding restructuring charges recognized in the first quarter of
fiscal 2000, the Company's fiscal 2001 first quarter diluted income per share
increased $.03, or 11.1 percent; operating profit increased $24.0 million, or
6.2 percent; and net income increased $15.1 million, or 11.5 percent. The first
quarter of fiscal 2001 did not include restructuring charges.

In the Company's Packaged Foods segment, sales increased $11.1 million, or 0.6
percent, as compared to first quarter fiscal 2000. Operating profit increased
$37.2 million, or 22.0 percent, as compared to the same period in fiscal 2000.
The sales and operating profit increases were achieved, in part, due to strong
results in the Company's french fry and specialty meats businesses as well as
restructuring charges recognized in the first quarter of fiscal 2000 which did
not recur in the first quarter of fiscal 2001. The segment's recently acquired
IHF operations did not impact the segment's results during the first quarter of
fiscal 2001 as the acquisition was completed at the conclusion of the quarter.
Excluding restructuring charges recognized in the first quarter of fiscal 2000,
operating profit increased $8.4 million or 4.2 percent over the same period in
fiscal 2000.

In the Company's Refrigerated Foods segment, sales increased $222.5 million, or
7.1 percent compared to the same period in fiscal 2000. Operating profit
decreased $1.3 million, or 1.2 percent, versus the same period in fiscal 2000.
Both sales and operating profits for the segment's beef and branded processed
meat operations increased, however, oversupply in the poultry industry resulted
in operating profit declines for the segment in total. Excluding restructuring
charges recognized in the first quarter of fiscal 2000, operating profit
decreased 8.0 percent, or $9.4 million, as compared to fiscal 2000 first
quarter.

In the Company's Agricultural Products segment, sales decreased $25.6 million,
or 1.5 percent as compared to the same period in fiscal 2000, primarily due to
dispositions of certain low-margin, non-core businesses. Operating profit
increased $35.2 million, or 58.9 percent over the same period in fiscal 2000,


                                       12

<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
                         PART I - FINANCIAL INFORMATION
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


primarily as a result of strong results in the segment's United Agri Products
business unit as well as restructuring charges recognized in the first
quarter of fiscal 2000 which did not recur in the first quarter of fiscal
2001. Excluding restructuring charges recognized in the first quarter of
fiscal 2000, operating profit increased 35.7 percent, or $25.0 million,
versus first quarter fiscal 2000.

                                       13

<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
                         PART I - FINANCIAL INFORMATION
        ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


There have been no material changes in the Company's market risk during the
first quarter ended August 27, 2000. For additional information, refer to pages
38 and 39 of the Company's 2000 Annual Report to Stockholders, incorporated by
reference into the Company's annual report on Form 10-K for the fiscal year
ended May 28, 2000.


                                       14

<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

     The Company's annual meeting of stockholders was held on September 28,
     2000. The stockholders elected three directors to serve three-year terms,
     ratified the appointment of Deloitte & Touche LLP to audit the Company's
     financial statements for fiscal year 2001, approved the ConAgra 2000 Stock
     Plan and approved the Company's name change to ConAgra Foods, Inc. Voting
     on these items was as follows:

     1.  Election of Directors

                                           FOR                   WITHHELD

         Robert A. Krane                390,476,218                11,997,798
         Bruce Rohde                    385,891,488                16,582,528
         Walter Scott, Jr.              390,360,202                12,113,814

     2.  Ratification of Independent Accountants

         FOR:                                                399,537,010
         AGAINST:                                              1,359,380
         ABSTAIN:                                              1,577,626
         BROKER/NON-VOTES:                                             0

     3.  Approval of the ConAgra 2000 Stock Plan

         FOR:                                                298,691,710
         AGAINST:                                             38,441,089
         ABSTAIN:                                              3,440,341
         BROKER/NON-VOTES:                                    61,900,876

     4.  Approval of the Company name change to ConAgra Foods, Inc.

         FOR:                                                380,560,192
         AGAINST:                                             20,005,287
         ABSTAIN:                                              1,908,537
         BROKER/NON-VOTES:                                             0

ITEM 5.  OTHER INFORMATION

     (A) On September 28, 2000, the Company's Board of Directors authorized an
         11 percent increase in the Company's common stock dividend and declared
         a quarterly common stock cash dividend of 22.5 cents per share, payable
         December 1, 2000 to stockholders of record October 27, 2000. The prior
         quarterly dividend was 20.35 cents per share. The new indicated annual
         dividend rate is 90.0 cents per share, up from the previous 81.4 cents
         per share.

     (B) The unaudited pro forma combined condensed financial statements, which
         give effect to the acquisition of International Home Foods by the
         Company under the purchase method of accounting for the thirteen weeks
         ended August 27, 2000 and the fiscal year ended May 28, 2000, are
         attached hereto as Exhibit 99.1.


                                       15

<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (A) Exhibits

          3.1 - ConAgra Foods' Certificate of Incorporation, as amended

         10.1 - ConAgra 2000 Stock Plan

         12   - Statement regarding computation of ratio of earnings to fixed
                charges

         27   - Financial Data Schedule

         99.1 - The unaudited pro forma combined condensed financial
                statements, which give effect to the acquisition of
                International Home Foods by ConAgra Foods under the purchase
                method of accounting.

     (B) Reports on Form 8-K

         The Company filed a report on Form 8-K dated June 22, 2000 announcing
         an agreement and plan of merger between the Company and International
         Home Foods, Inc. The Company subsequently filed a report on Form 8-K
         dated August 24, 2000, announcing the completion of the merger which
         included financial statements of International Home Foods and unaudited
         pro forma information giving effect to the merger under the purchase
         method of accounting based upon the periods presented by the Company's
         then filed financial statements. The Company filed a report on Form 8-K
         dated September 5, 2000, with additional unaudited pro forma
         information giving effect to the merger based upon the period presented
         by the Company's Form 10-K for the fiscal year ended May 28, 2000.

                                              CONAGRA FOODS, INC.

                                              By:

                                              /s/ James P. O'Donnell
                                              ---------------------------------
                                              James P. O'Donnell
                                              Executive Vice President,
                                              Chief Financial Officer and
                                              Corporate Secretary

                                              By:

                                              /s/ Jay D. Bolding
                                              ---------------------------------
                                              Jay D. Bolding
                                              Senior Vice President, Controller

Dated this 11th day of October, 2000.


                                       16

<PAGE>


                      CONAGRA FOODS, INC. AND SUBSIDIARIES
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT                            DESCRIPTION                                   PAGE
<S>           <C>                                                                <C>
  3.1         ConAgra Foods' Certificate of Incorporation, as                    18
              amended

 10.1         ConAgra 2000 Stock Plan                                            63

 12           Statement regarding computation of ratio of                        71
              earnings to fixed charges

 27           Financial Data Schedule

 99.1         The unaudited pro forma combined condensed                         72
              financial statements, which give effect to the acquisition
              of International Home Foods by ConAgra Foods under the
              purchase method of accounting.
</TABLE>


                                       17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>a2027518zex-3_1.txt
<DESCRIPTION>EX 3.1
<TEXT>

<PAGE>


                                                                     EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                                  CONAGRA, INC.

         The undersigned, a natural person of the age of 21 years or more,
acting as an incorporator of a corporation under the General Corporation Law of
the State of Delaware, adopts the following Articles of Incorporation for such
corporation:

                                    ARTICLE I

                                      NAME

         The name of the Corporation shall be ConAgra, Inc.

                                   ARTICLE II

                          INITIAL REGISTERED OFFICE AND
                            INITIAL REGISTERED AGENT

         The street address of the initial registered office of the Corporation
is 100 West 10th Street, Wilmington, County of New Castle, Delaware 19801. The
name of its initial registered agent at such address is The Corporation Trust
Company.

                                   ARTICLE III

                                    PURPOSES

         The general nature of the business and the objects and purposes
proposed to be transacted, promoted and carried on by the Corporation are to do
any and all of the things herein mentioned as fully and to the same extent as
natural persons might or could do and in any part of the world, including:

         (a)  To manufacture, purchase, acquire, prepare, produce, own, hold,
store, process, prepare for market, preserve, package, deal in, trade in, sell,
distribute, mortgage, pledge and dispose of flour, feed grain, agricultural
products, articles manufactured from agricultural products, and any articles,
materials, ingredients, goods, wares, merchandise, products, machinery,
equipment and property related or incidental thereto or useful, necessary or
convenient in connection therewith.

         (b)  To operate factories, warehouses, elevators, and other buildings
for manufacturing, buying, selling, handling, and storing flour, feed grain,
agricultural products and articles manufactured from agricultural products, to
conduct a public warehouse business, and to engage in, carry on, or otherwise
conduct, or employ others to conduct, general research or investigation for the
development of new or improved products or by-products and the use of such
products or by-products as food, and for improving the ease or efficiency of the
products, operations and procedures of the Corporation or for other purposes.

         (c)  To promote, institute, enter into, conduct, perform, assist or
participate in every kind of commercial, agricultural, mercantile,
manufacturing, mining or industrial enterprise, business, work,


                                       18

<PAGE>

                                                                     EXHIBIT 3.1


contract, undertaking, venture and operation in any part of the world and, for
any such purpose, to purchase, lease and otherwise acquire, take over, hold,
sell, liquidate and otherwise dispose of the real estate, crops, livestock,
plants, equipment, inventory, merchandise, materials, stock, good will, rights,
franchises, concessions, patents, trademarks and trade names and other
properties of the corporations, associations, partnerships, firms, trustees,
syndicates, ventures, combinations, organizations and other entities located in
or organized under the laws of any part of the world; to continue, alter,
exchange and develop their business, assume their liabilities, guarantee or
become surety for the performance of their obligations, reorganize their capital
and participate in any way in their affairs, and to take over, as a going
concern and to continue in its own name, any business so acquired, all in
accordance with and to the extent permitted by law.

         (d)  To borrow or raise moneys for any of the purposes of the
Corporation and, from time to time, without limit as to amount, to draw, make,
accept, endorse, execute, issue, and grant promissory notes, drafts, bills of
exchange, warrants, options, bonds, debentures, and other negotiable or non-
negotiable instruments, evidences of indebtedness and agreements; to secure the
payment thereof and of the interest thereon and the performance thereof by
mortgage upon, or pledge, conveyance, or assignment in trust of, the whole or
any part of the assets of the Corporation, whether at the time owned or
thereafter acquired; and to sell, pledge, or otherwise dispose of such
securities or other obligations of the Corporation for its corporate purposes.

         (e)  To guarantee, purchase, hold, sell, assign, transfer, mortgage,
pledge or otherwise dispose of the shares of the capital stock of, or any bonds,
securities or evidences of indebtedness created by any other corporation or
corporations of the State of Delaware or any other state, country, nation or
government and, while the owner of said stock, to exercise all the rights,
powers, and privileges of ownership, including the right to vote thereon.

         (f)  To pay for any property, securities, rights or interests acquired
by this Corporation in cash or other property, rights or interests held by this
Corporation, or by issuing and delivering in exchange therefor its own property,
stock, shares, bonds, debentures, notes, warrants for stock, certificates of
indebtedness or other obligations or securities howsoever evidenced.

         (g)  To carry on all or any part of its business objects or purposes as
principal, factor, agent, contractor or otherwise, either alone or as a member
of, or associated with any corporation, association, partnership, firm, trustee,
syndicate, individual, combination, organization, joint venture or entity in any
part of the world.

         (h)  In carrying on its business and for the purpose of furthering its
objects and purposes, to enter into and perform agreements and contracts of any
nature with any government, state, territory, district, municipality, political
or governmental division or subdivision, body politic, corporation, association,
partnership, firm, trustee, syndicate, individual, combination, organization or
entity whatsoever.

         (i)  To have one or more offices, to carry on all or any of its
operations and business and, without restriction or limit as to amount, to
purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise
dispose of real and personal property of every class and description in any of
the States, Districts, Territories or Colonies of the United States, and in any
and all foreign countries, subject to the laws of any such State, District,
Territory, Colony or Country.

         It is the intention that the objects and purposes specified in the
foregoing clauses of this Article shall not be in any wise limited or restricted
by reference to or inference from the terms of any other


                                       19

<PAGE>

                                                                     EXHIBIT 3.1


clause of this or any other Articles in these Articles of Incorporation, but
that the objects and purposes specified in each of the clauses of this Article
shall be regarded as independent objects and purposes. It is also the intention
that said clauses be constructed both as purposes and powers; and generally,
that the corporation shall be authorized to exercise and enjoy all other powers,
rights, and privileges granted to or conferred upon a corporation of this
character by the laws of the State of Delaware, and the enumeration of certain
powers as herein specified is not intended as exclusive of or as waiver of any
of the powers, rights or privileges granted or conferred by the laws of said
State, now or hereinafter in force.

                                   ARTICLE IV

                                AUTHORIZED SHARES

         The capital stock of said corporation shall be Thirty-two Million, Five
Hundred Thousand Dollars ($32,500,000) divided into five million (5,000,000)
shares of common stock of a par value of Five Dollars ($5) per share, and one
hundred and fifty thousand (150,000) shares of Class B preferred stock of a par
value of Fifty Dollars ($50) per share.

         The Class B preferred shares of this corporation may be divided into
and issued in series, and each series shall be so designated as to distinguish
the shares thereof from the shares of all other series and classes. All shares
of this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series within
Class B as determined by the Board of Directors: (a) The rate of dividend; (b)
Whether the shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption; (c) The amount payable upon shares in event
of voluntary or involuntary liquidation; (d) Sinking fund provisions, if any,
for the redemption or purchase of shares; (e) The terms and conditions, if any,
on which shares may be converted.

         No transfer of stock of this Corporation shall be operative until
entered upon the books of the Corporation.

                                    ARTICLE V

                                 INDEMNIFICATION

         The Corporation shall, to the extent required, and may, to the extent
permitted, by Section 145 of the Delaware General Corporation Law, as amended
from time to time, indemnify and reimburse all persons whom it may indemnify and
reimburse pursuant thereto. Notwithstanding the foregoing, the indemnification
provided for in this Article V shall not be deemed exclusive of any other rights
to which those entitled to receive indemnification or reimbursement hereunder
may be entitled under any By-Law of this corporation, agreement, vote or consent
of stockholders or disinterested directors or otherwise.

                                   ARTICLE VI

                                    DURATION

         The Corporation shall have perpetual existence.


                                       20

<PAGE>

                                                                     EXHIBIT 3.1

                                   ARTICLE VII

                                     POWERS

         The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and it is
expressly provided that they are intended to be in furtherance and not in
limitation or exclusion of the powers conferred by the statutes of the State of
Delaware.

         (a)  The affairs of this Corporation shall be conducted by a Board of
         Directors. The number of Directors of the Corporation, not less than
         three, shall be fixed from time to time by the By-Laws. The Directors
         are to be elected by the Stockholders, such election to take place at
         such time and to be conducted in such manner as shall be prescribed by
         the By-Laws of this Corporation.

         (b)  The books of the Corporation may be kept within or without the
         State of Delaware at such place or places as may be designated from
         time to time by the Board of Directors.

         (c)  The Board of Directors may make, alter or repeal the By-Laws of
         the Corporation except as otherwise provided therein.

         (d) The Board of Directors may authorize and cause to be executed
         mortgages and liens upon the real and personal property of the
         Corporation, may hold meetings outside the State of Delaware, may
         declare and pay stock dividends, and may set apart out of any funds of
         the Corporation available for dividends a reserve or reserves for any
         proper purpose or to abolish any such reserves in the manner in which
         it was created.

         (e)  In addition to the powers and authorities hereinbefore or by
         statute expressly conferred upon it, the Board of Directors is hereby
         empowered to exercise all such powers and to do all such acts and
         things as may be exercised or done by the Corporation; subject,
         nevertheless, to the provisions of the statues of Delaware, of this
         certificate of incorporation and of any By-Laws from time to time made
         by the stockholders; provided, however, that no By-Laws so made shall
         invalidate any prior act of the Board of Directors which would have
         been valid if such By-Laws had not been made.

                                  ARTICLE VIII

                            MEETINGS OF STOCKHOLDERS

         The time for holding meetings of Stockholders for the election of a
Board of Directors and for holding any special meetings of the Stockholders
shall be as provided for by the By-Laws adopted by the Board of Directors.

                                   ARTICLE IX

                                    AMENDMENT

         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon Stockholders
herein are granted subject to this reservation.


                                       21

<PAGE>

                                                                     EXHIBIT 3.1


                                    ARTICLE X

                              INTERESTED DIRECTORS

         No contract or transaction between a corporation and one or more of its
directors or officers, or between a corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:

         (a)  The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (b) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the Shareholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   ARTICLE XI

                                PRIVATE PROPERTY

         The private property of the Stockholders shall not be subject to the
payment of corporation debts to any extent whatsoever.

                                   ARTICLE XII

                                  INCORPORATOR

         The name and address of the incorporator is:

         Claude I. Carter                     1705 North 102nd Avenue
                                              Omaha, Nebraska 68114

                                  ARTICLE XIII

                           INITIAL BOARD OF DIRECTORS

         The name and mailing address of the persons who are to serve as
directors until the first annual meeting of stockholders, or until their
successors are elected and qualify, are as follows:

         Ralph T. Birdsey                     %Clayton Brokerage
                                              400 Colony Square
                                              Suite 1130
                                              1201 Peachtree Street
                                              Atlanta, Georgia 30361

         L.D. McGehee                         1302 Hodges Avenue
                                              Ruston, Louisiana 71270

         Claude I. Carter                     1705 North 102nd Street
                                              Omaha, Nebraska 68114


                                       22

<PAGE>

                                                                     EXHIBIT 3.1


         Robert B. Daugherty                  400 North Elmwood Road
                                              Omaha, Nebraska 68132

         James B. Cooper                      Route 3
                                              Marshalltown, Iowa 50158

         Lewis H. Durland                     P.O. Box 550
                                              Terrace Hill
                                              Ithaca, New York 14850

         Roy H. Park                          % Park Broadcasting, Inc.
                                              Box 550
                                              Terrace Hill
                                              Ithaca, New York 14850

         Charles M. Harper                    6105 Lamplighter Drive
                                              Omaha, Nebraska 68152

         Dated this 2nd day of December, 1975.

                                         /s/ CLAUDE I. CARTER
                                         --------------------------
                                         Claude I. Carter, Incorporator


                                       23

<PAGE>

                                                                     EXHIBIT 3.1


                       CERTIFICATE OF OWNERSHIP AND MERGER
                              MERGING CONAGRA, INC.
                             A NEBRASKA CORPORATION
                               INTO CONAGRA, INC.
                             A DELAWARE CORPORATION

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

         Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Nebraska, does hereby certify:

         FIRST: ConAgra, Inc., a Nebraska corporation, was incorporated pursuant
to the Business Corporation Act of the State of Nebraska, the provisions of
which permit the merger of a corporation of another state into a corporation
organized and existing under the laws of this state.

         SECOND: ConAgra, Inc., a Nebraska corporation, owns all of the
outstanding shares of the stock of ConAgra, Inc., a corporation organized and
existing under the laws of the State of Delaware incorporated on December 5,
1975, pursuant to the General Corporation Law of this State.

         THIRD: ConAgra, Inc., a Nebraska corporation, by a resolution of its
Board of Directors duly adopted as of the 15th day of December, 1975, determined
to merge itself into said ConAgra, Inc., a Delaware corporation, which
resolution is in the following words:

         "WHEREAS, the stockholders of the company have approved the Plan and
         Agreement of Merger by which the company's state of incorporation would
         be changed from Nebraska to Delaware, which Plan and Agreement of
         Merger was presented to the stockholders at their annual meeting on
         October 28, 1975, and

         "WHEREAS, the Board of Directors have determined that the necessary
         steps should be taken in order that the merger can be effectuated on
         January 12, 1976,

         "BE IT RESOLVED, that the officers of the company are authorized and
         directed to take all action and execute all documents necessary in
         order to carry out the terms and conditions of the Plan and Agreement
         of Merger between ConAgra, Inc., a Nebraska corporation, and ConAgra,
         Inc., a Delaware corporation, in such a manner that the merger will
         become effective on January 12, 1976, and

         "BE IT FURTHER RESOLVED, that upon the effective date of the merger
         each of the issued and outstanding shares of capital stock of the
         Nebraska corporation and all rights in respect thereof shall be
         converted into one fully paid and nonassessable share of capital stock
         of the Delaware corporation and each certificate nominally representing
         shares of the capital stock of the Nebraska corporation shall for all
         purposes be deemed to evidence the ownership of a like number of shares
         of capital stock of the Delaware corporation."

         FOURTH: The proposed merger was submitted to the shareholders of the
undersigned corporation at an annual meeting of shareholders held on October 28,
1975, and at that meeting more than two-thirds of the outstanding stock of the
undersigned corporation entitled to vote on the merger voted in favor of the
same and that such meeting was held after twenty days notice to shareholders of
the purpose of the meeting mailed to each such shareholder at his address as the
same appeared on the records of the corporation. At the time of the meeting,
there were outstanding 3,411,165 shares of capital stock of the


                                       24

<PAGE>

                                                                     EXHIBIT 3.1


company entitled to vote on the merger and that the following number of shares
voted in favor of the merger: 2,462,572. The following number of shares voted
against the merger: 187,896.07. The following number of shares abstained:
203,828.

         FIFTH: This merger shall become effective on January 12, 1976, or the
date of filing of this Certificate, whichever shall occur later.

         IN WITNESS WHEREOF, said ConAgra, Inc., a Nebraska corporation, has
caused this Certificate to be signed by its President and its Secretary this
19th day of December, 1975.

                                         ConAgra, Inc., a Nebraska corporation

                                         By  /s/ CLAUDE I. CARTER
                                             ----------------------------------
                                                 Claude I. Carter, President

                           Attest:       By  /s/ J. W. GOODRICH
                                             ----------------------------------
                                                 J.W. Goodrich, Secretary


                                       25

<PAGE>

                                                                     EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT

                         TO CERTIFICATE OF INCORPORATION

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

         Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:

         FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.

         SECOND: At a special meeting of stockholders of the company, held on
May 24, 1976, an amendment to the Certificate of Incorporation was duly adopted
in accordance with the provisions of Section 242 of the Delaware General
Corporation Law; the amendment so adopted is set forth on Exhibit "A" attached
hereto and made a part hereof.

         IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate to be signed by its President and its Secretary this
24th day of May, 1976.

                                         CONAGRA, INC., A Delaware Corporation

                                         By  /s/ C. M. HARPER
                                            -----------------------------------
                                                 C.M. Harper, President

Attest:

By /s/ J.W. GOODRICH
   --------------------------------
       J.W. Goodrich, Secretary



                                       26

<PAGE>

                                                                     EXHIBIT 3.1

                                   EXHIBIT "A"

                                   ARTICLE XIV

                            Additional Voting Rights

         "A. Except as otherwise expressly provided in Paragraph B of this
Article XIV:

         (i)  any merger or consolidation of the Corporation with or into any
other corporation;

         (ii) any sale, lease, exchange, or other disposition of all or any
substantial part of the assets of the Corporation to or with any other
corporation, person or other entity; or

         (iii) the issuance or transfer of any securities of the Corporation to
any other corporation, person or other entity in exchange for assets, securities
or cash or a combination thereof; shall require the affirmative vote of the
holders of

              (a)  at least 75% of the outstanding shares of capital stock of
                   the Corporation entitled to vote generally in the election
                   of directors, and

              (b)  at least a majority of the outstanding shares of capital
                   stock of the Corporation which are not beneficially owned by
                   such corporation, person or other entity,

if, as of the record date for the determination of stockholders entitled to
notice thereof and to vote on any transaction described in clauses (i), (ii), or
(iii) above, such other corporation, person or entity is the beneficial owner,
directly or indirectly, of 5% or more of the outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that some lesser percentage may be specified, by law or in any
agreement with any national securities exchange.

         B.   The provisions of this Article XIV shall not apply to any
transaction described in clauses (i), (ii) or (iii) of Paragraph A of this
Article, (i) with another corporation if a majority, by vote, of the outstanding
shares of all classes of capital stock of such other corporation entitled to
vote generally in the election of directors, considered for this purpose as one
class, is owned of record or beneficially by the Corporation and/or its
subsidiaries; (ii) with another corporation, person or other entity if the Board
of Directors of the Corporation shall by resolution have approved a memorandum
of understanding or form of contract with such other corporation, person or
entity with respect to and substantially consistent with such other transaction
prior to the time such other corporation, person or other entity became the
beneficial owner, directly or indirectly, of 5% or more of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors; or (iii) approved by resolution adopted by a vote of
three-quarters of the entire Board of Directors of the Corporation at any time
prior to the consummation of any such transaction described in clauses (i), (ii)
or (iii) of Paragraph A of this Article.

         C.   For the purposes of this Article XIV, a corporation, person or
other entity shall be deemed to be the beneficial owner of any shares of capital
stock of the Corporation (i) which it has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise, or (ii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clause (i) above), by any
other corporation, person or other entity (a) with which it or its "affiliate"
or "associate" (as defined below) has any agreement, arrangement or
understanding for


                                       27

<PAGE>

                                                                     EXHIBIT 3.1


the purpose of acquiring, holding, voting or disposing of capital stock of the
Corporation or (b) which is its "affiliate" or "associate" as those terms are
defined in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as amended.

         D.   This Article XIV may not be amended or rescinded except by the
affirmative vote of the holders of at least 75% of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors."



                                       28

<PAGE>

                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT

                         TO CERTIFICATE OF INCORPORATION

                                       OF

                                  CONAGRA, INC.

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

         Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:

         FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.

         SECOND: At a special meeting of the stockholders of the company, held
on April 12, 1977, an amendment to Article IV of the Certificate of
Incorporation was duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law; the amendment so adopted is set forth
on Exhibit "A" attached hereto and made a part hereof.

         SECOND: At a special meeting of the stockholders of the company, held
on April 12, 1977, an amendment to Article VII, Paragraph (a) of the Certificate
of Incorporation was duly adopted in accordance with the provisions of Section
242 of the Delaware General Corporation Law; the amendment so adopted is set
forth on Exhibit "B" attached hereto and made a part hereof.

         IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate to be signed by its President and its Secretary this
13th day of April, 1977.

                                         ConAgra, Inc., A Delaware Corporation

                                         By: /s/ C.M. HARPER
                                             ----------------------------------
                                                 C.M. Harper, President

Attest:

By: /s/ J.W. GOODRICH, SECRETARY
    -------------------------------
        J.W. Goodrich, Secretary



                                       29

<PAGE>

                                                                     EXHIBIT 3.1


                                    EXHIBIT A

                                   ARTICLE IV

                                AUTHORIZED SHARES

         The capital stock of said corporation shall be Eighty-Two Million Five
Hundred Thousand Dollars ($82,500,000) divided into ten million (10,000,000)
shares of common stock of a par value of Five Dollars ($5.00) per share, one
hundred fifty thousand (150,000) shares of Class B Preferred Stock of a par
value of Fifty Dollars ($50.00) per share, and two hundred fifty thousand
($250,000) shares of Class C Preferred Stock of a par value of One Hundred
Dollars ($100.00) per share.

         The Class B Preferred Shares of this corporation may be divided into
and issued in series, and each series shall be so designated as to distinguish
the shares thereof from the shares of all other series and classes. All shares
of this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series within
Class B as determined by the Board of Directors: (a) The rate of dividend; (b)
Whether the shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption; (c) The amount payable upon shares in event
of voluntary or involuntary liquidation; (d) Sinking fund provisions, if any,
for the redemption or purchase of shares; (e) The terms and conditions, if any,
on which shares may be converted.

         The Class C Preferred Shares of this corporation may be divided into
and issued in series, and each series shall be so designated as to distinguish
the shares thereof from the shares of all other series and classes. The shares
of this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall be
identical except as to the following relative rights and preferences as to which
there may be variations between different series within Class C as determined by
the Board of Directors: (a) Whether such shares shall be granted voting rights
and, if so, to what extent, and upon what terms and conditions; (b) The rates
and times at which and the terms and conditions on which, dividends on such
shares shall be paid and any dividend rights of cumulation; (c) Whether such
shares shall be granted conversion rights, and, if so, upon what terms and
conditions; (d) Whether the corporation shall have the right to redeem such
shares and, if so, upon what terms and conditions; (d) The liquidation rights
(if any) of such shares, including whether such shares shall enjoy any
liquidation preference over the common stock; and (f) Such other designations,
preferences relative rights and limitations (if any) attaching to such shares.

         No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.


                                       30

<PAGE>

                                                                     EXHIBIT 3.1


                                    EXHIBIT B

                           ARTICLE VII, PARAGRAPH (a)

         The affairs of this Corporation shall be conducted by a Board of
Directors. The number of directors of the Corporation, not less than seven nor
more than twelve, shall be fixed from time to time by the By-Laws. Commencing
with the annual election of directors by the stockholders of the Corporation in
1977, the directors of the Corporation shall be divided into three classes:
Class I, Class II and Class III, each such class, as nearly as possible, to have
the same number of directors. The term of office of the initial Class I
directors shall expire at the annual election of directors by the stockholders
of the corporation in 1978, the term of office of the initial Class II directors
shall expire at the annual election of directors by the stockholders of the
corporation in 1979, and the term of office of the initial Class III directors
shall expire at the annual election of directors by the stockholders of the
corporation in 1980, or in each case thereafter when their respective successors
are elected by the stockholders and qualify. At each annual election of
directors by the stockholders of the corporation held after 1977, the directors
chosen to succeed those whose terms are then expired shall be identified as
being of the same class as the directors they succeed and shall be elected by
the stockholders of the corporation for a term expiring at the third succeeding
annual election of directors, or thereafter when their respective successors in
each case are elected by the stockholders and qualify.

         The provisions set forth in Article VII(a) may not be repealed or
amended in any respect unless such repeal or amendment is approved by (i) the
affirmative vote of the holders of not less than 80% of the total voting power
of all outstanding shares of stock of this Corporation, or (ii) the affirmative
vote of not less than 75% of the members of the Board of Directors of this
Corporation and the affirmative vote of the holders of a majority of the total
voting power of all outstanding shares of stock of this Corporation.


                                       31

<PAGE>

                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT

                         TO CERTIFICATE OF INCORPORATION

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


         Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:

         FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.

         SECOND: At the annual meeting of stockholders of the company held on
September 20, 1977, an amendment to the Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 242 of the Delaware General
Corporation Law; the amendment so adopted is set forth on Exhibit "A" attached
hereto and made a part hereof.

         IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate of Amendment to be signed by its President and Secretary
this 20th day of September, 1977.

                                         ConAgra, Inc., a Delaware Corporation

                                         By: /s/ C.M. HARPER
                                            -----------------------------------
                                                 C.M. Harper, President

Attest:

By: /s/ J.W. GOODRICH
   -----------------------------------
        J.W. Goodrich, Secretary


                                       32

<PAGE>

                                                                     EXHIBIT 3.1


                                    EXHIBIT A

                                   ARTICLE XV

                          CERTAIN BUSINESS COMBINATIONS

         1.   The affirmative vote or consent of the holders of ninety-five
percent (95%) of all shares of stock of the Corporation entitled to vote in
elections of directors, considered for the purposes of this Article XV as one
class, shall be required for the adoption or authorization of a business
combination (as hereinafter defined) with any other entity (as hereinafter
defined) if, as of the record date for the determination of stockholders
entitled to notice thereof and to vote thereon or consent thereto, such other
entity is the beneficial owner, directly or indirectly, of more than thirty
percent (30%) of the outstanding shares of stock of the Corporation entitled to
vote in elections of directors considered for the purposes of this Article XV as
one class; provided that such ninety-five percent (95%) voting requirement shall
not be applicable if:

         (a)  The cash, or fair market value of other consideration, to be
received per share by common stockholders of the Corporation in such business
combination bears the same or a greater percentage relationship to the market
price of the Corporation's Common Stock immediately prior to the announcement of
such business combination as the highest per share price (including brokerage
commissions and/or soliciting dealers fees) which such other entity has
theretofore paid for any of the shares of the Corporation's Common Stock already
owned by it bears to the market price of the Common Stock of the Corporation
immediately prior to the commencement of acquisition of the Corporation's Common
Stock by such other entity;

         (b)  The cash, or fair market value of other consideration, to be
received per share by common stockholders of the Corporation in such business
combination (i) is not less than the highest per share price (including
brokerage commissions and/or soliciting dealers' fees) paid by such other entity
in acquiring any of its holdings of the Corporation's Common Stock, and (ii) is
not less than the earnings per share of Common Stock of the Corporation for the
four full consecutive fiscal quarters immediately preceding the record date for
solicitation of votes on such business combination, multiplied by the then
price-earnings multiple (if any) of such other entity as customarily computed
and reported in the financial community.

         (c)  After such other entity has acquired a thirty percent (30%)
interest and prior to the consummation of such business combination: (i) such
other entity shall have taken steps to ensure that the Corporation's Board of
Directors included at all times representation by continuing director(s) (as
hereinafter defined) proportionate to the stockholdings of the Corporation's
public common stockholders not affiliated with such other entity (with a
continuing director to occupy any resulting fractional board position); (ii)
there shall have been no reduction in the rate of dividends payable on the
Corporation's Common Stock except as necessary to insure that a quarterly
dividend payment does not exceed 15% of the net income of the Corporation for
the four full consecutive fiscal quarters immediately preceding the declaration
date of such dividend, or except as may have been approved by a unanimous vote
of the directors; (iii) such other entity shall not have acquired any newly
issued shares of stock, directly or indirectly, from the Corporation (except
upon conversion of convertible securities acquired by it prior to obtaining a
thirty percent (30%) interest or as a result of a pro rata stock dividend or
stock split); and (iv) such other entity shall not have acquired any additional
shares of the Corporation's outstanding Common



                                       33

<PAGE>

                                                                     EXHIBIT 3.1


Stock or securities convertible into Common Stock except as a part of the
transaction which results in such other entity acquiring its thirty percent
(30%) interest;

         (d)  Such other entity shall not have (i) received the benefit,
directly or indirectly (except proportionately as a stockholder) of any loans,
advances, guarantees, pledges or other financial assistance or tax credits
provided by the Corporation, or (ii) made any major change in the Corporation's
business or equity capital structure without the unanimous approval of the
directors, in either case prior to the consummation of such business
combination; and

         (e)  A proxy statement responsive to the requirements of the Securities
Exchange Act of 1934 shall be mailed to public stockholders of the Corporation
for the purpose of soliciting stockholder approval of such business combination
and shall contain at the front thereof, in a prominent place, any
recommendations as to the advisability (or inadvisability) of the business
combination which the continuing directors, or any of them, may choose to state
and, if deemed advisable by a majority of the continuing directors, an opinion
of a reputable investment banking firm as to the fairness (or not) of the terms
of such business combination, from the point of view of the remaining public
stockholders of the Corporation (such investment banking firm to be selected by
a majority of the continuing directors and to be paid a reasonable fee for their
services by the Corporation upon receipt of such opinion).

         The provisions of this Article XV shall also apply to a business
combination with any other entity which at any time has been the beneficial
owner, directly or indirectly, of more than thirty percent (30%) of the
outstanding shares of stock of the Corporation entitled to vote in elections of
directors considered for the purposes of this Article XV as one class,
notwithstanding the fact that such other entity has reduced its shareholdings
below thirty percent (30%) if, as of the record date for the determination of
stockholders entitled to notice of and to vote on or consent to the business
combination, such other entity is an "affiliate" of the Corporation (as
hereinafter defined).

         2.   As used in this Article XV, (a) the term "other entity" shall
include any corporation, person or other entity and any other entity with which
it or its "affiliate" or "associate" (as defined below) has any agreement,
arrangement or understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of stock of the Corporation, or which is
its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934 as in
effect on January 1, 1975, together with the successors and assigns of such
persons in any transaction or series of transactions not involving a public
offering of the Corporation's stock within the meaning of the Securities Act of
1933; (b) another entity shall be deemed to be the beneficial owner of any
shares of stock of the Corporation which the other entity (as defined above) has
the right to acquire pursuant to any agreement, or upon exercise of conversation
rights, warrants or options, or otherwise; (c) the outstanding shares of any
class of stock of the Corporation shall include shares deemed owned through
application of clause (b) above but shall not include any other shares which may
be issuable pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise; (d) the term "business combination" shall
include any merger or consolidation of the Corporation with or into any other
corporation, or the sale or lease of all or any substantial part of the assets
of the Corporation to, or any sale or lease to the Corporation or any subsidiary
thereof in exchange for securities of the Corporation of any assets (except
assets having an aggregate fair market value of less than $5 million) of any
other entity; (e) the term "continuing director" shall mean a person who was a
member of the Board of Directors of the Corporation elected by the public
stockholders prior to the time that such other entity acquired in excess of ten
percent (10%) of the stock of the Corporation entitled to vote in the election
of directors, or a person recommended to succeed a continuing director by a
majority of continuing directors; and (f) for the purposes of subparagraphs 1(a)
and (b) of this Article XV the term "other consideration to be received" shall
mean Common Stock of the Corporation retained by its existing public


                                       34

<PAGE>

                                                                     EXHIBIT 3.1


stockholders in the event of a business combination with such other entity in
which the Corporation is the surviving corporation.

         3.   A majority of the continuing directors shall have the power and
duty to determine for the purposes of this Article XV on the basis of
information known to them whether (a) such other entity beneficially owns more
than thirty percent (30%) of the outstanding shares of stock of the Corporation
entitled to vote in election of directors, (b) an other entity is an "affiliate"
or "associate" (as defined above) of another, (c) another entity has an
agreement, arrangement or understanding with another, or (d) the assets being
acquired by the Corporation, or any subsidiary thereof, have an aggregate fair
market value of less than $5,000,000.

         4.   No amendment to the Certificate of Incorporation of the
Corporation shall amend, alter, change or repeal any of the provisions of this
Article XV unless the amendment effecting such amendment, alteration, change or
repeal shall receive the affirmative vote or consent of the holders of
ninety-five percent (95%) of all shares of stock of the Corporation entitled to
vote in election of directors, considered for the purposes of this Article XV as
one class; provided that this paragraph 4 shall not apply to, and such
ninety-five percent (95%) vote or consent shall not be required for, any
amendment, alteration, change or repeal recommended to the stockholders by a
vote of eighty percent (80%) of the Board of Directors of the Corporation
present at a regularly and validly convened meeting of directors at corporate
headquarters, if at least eighty percent (80%) of the full Board of Directors
are persons who would be eligible to serve as "continuing directors" within the
meaning of paragraph 2 of this Article XV.

         5.   Nothing contained in this Article XV shall be construed to relieve
any other entity from any fiduciary obligation imposed by law.


                                       35

<PAGE>

                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT

                         TO CERTIFICATE OF INCORPORATION

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


         Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:

         FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.

         SECOND: At the annual meeting of stockholders of the company held on
September 19, 1978, an amendment to the Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 242 of the Delaware General
Corporation Law; the amendment so adopted is set forth on Exhibit "A" attached
hereto and made a part hereof.

         IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate of Amendment to be signed by its President and Secretary
this 20th day of September, 1978.

                                         ConAgra, Inc., A Delaware Corporation

                                         By: /s/ C.M. HARPER
                                            -----------------------------------
                                                 C.M. Harper, President

Attest:

By: /s/ J.W. GOODRICH
   ----------------------------------
        J.W. Goodrich, Secretary


                                       36
<PAGE>

                                                                     EXHIBIT 3.1


                                    Exhibit A

                                   ARTICLE XVI

                        EFFECTS OF BUSINESS COMBINATIONS

         The Board of Directors of the Corporation, when evaluating any offer of
another party to (a) make a tender or exchange offer for any equity security of
the Corporation, (b) merge or consolidate the Corporation with another
corporation, or (c) purchase or otherwise acquire all or substantially all of
the properties and assets of the Corporation, shall, in connection with the
exercise of its judgment in determining what is in the best interests of the
Corporation and its stockholders, give due consideration to all relevant
factors, including without limitation the social and economic effects on the
employees, customers, suppliers and other constituents of the Corporation and
its subsidiaries and on the communities in which the Corporation and its
subsidiaries operate or are located.


                                       37

<PAGE>

                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                         TO CERTIFICATE OF INCORPORATION
                                       OF
                                  CONAGRA, INC.

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


         Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:

         FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.

         SECOND: At a special meeting of the stockholders of the company, held
on November 13, 1980, an amendment to Article IV of the Certificate of
Incorporation was duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law; the amendment so adopted is set forth
on Exhibit "A" attached hereto and by this reference made a part hereof.

         IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate to be signed by its President and its Secretary this
14th day of November, 1980.

                                         ConAgra, Inc., A Delaware Corporation

                                         By: /s/ C.M. HARPER
                                             ----------------------------------
                                                 C.M. Harper, President

Attest:

By: /s/ J.W. GOODRICH
    ---------------------------------
        J.W. Goodrich, Secretary


                                       38

<PAGE>

                                                                     EXHIBIT 3.1


                                                                       Exhibit A

                                   ARTICLE IV

                                AUTHORIZED SHARES

         The capital stock of said corporation shall be One Hundred Thirty-Two
Million Five Hundred Thousand Dollars ($132,500,000) divided into twenty million
(20,000,000) shares of Common Stock of a par value of Five Dollars ($5.00) per
share, one hundred fifty thousand (150,000) shares of Class B Preferred Stock of
a par value of Fifty Dollars ($50.00) per share, and two hundred fifty thousand
(250,000) shares of Class C Preferred Stock of a par value of One Hundred
Dollars ($100.00) per share.

         The Class B Preferred Shares of this corporation may be divided into
and issued in series, and each series shall be so designated as to distinguish
the shares thereof from the shares of all other series and classes. All shares
of this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series within
Class B as determined by the Board of Directors: (a) the rate of dividend; (b)
whether the shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption; (c) the amount payable upon shares in event
of voluntary or involuntary liquidation; (d) sinking fund provisions, if any,
for the redemption or purchase of shares; and (e) the terms and conditions, if
any, on which shares may be converted.

         The Class C Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall be
identical except as to the following relative rights and preferences as to which
there may be variations between different series within Class C as determined by
the Board of Directors: (a) whether such shares shall be granted voting rights
and, if so, to what extent and upon what terms and conditions; (b) the rates and
times at which, and the terms and conditions on which, dividends on such shares
shall be paid and any dividend rights of cumulation; (c) whether such shares
shall be granted conversion rights and, if so, upon what terms and conditions;
(d) whether the corporation shall have the right to redeem such shares and, if
so, upon what terms and conditions; (e) the liquidation rights (if any) of such
shares, including whether such shares shall enjoy any liquidation preference
over the common stock; and (f) such other designations, preferences, relative
rights and limitations (if any) attaching to such shares.

         No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.


                                       39

<PAGE>

                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                         TO CERTIFICATE OF INCORPORATION
                                       OF
                                  CONAGRA, INC.

         Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:

         FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.

         SECOND: At the annual meeting of the stockholders of the company, held
on September 14, 1982, an amendment to Article VII., Paragraph (a) of the
Certificate of Incorporation was duly adopted in accordance with the provisions
of Section 242 of the Delaware General Corporation Law; the amendment so adopted
is set forth on Exhibit "A" attached hereto and by this reference made a part
hereof.

         IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate to be signed by its Chairman of the Board and its
Secretary this 14th day of September, 1982.

                                         ConAgra, Inc., A Delaware Corporation

                                         By: /s/ C.M. HARPER
                                             ----------------------------------
                                                 C.M. Harper
                                                 Chairman of the Board
                                                 Chief Executive Officer

Attest:

By: /s/ L.B. THOMAS
    -----------------------------
        L. B. Thomas, Secretary


                                       40

<PAGE>

                                                                     EXHIBIT 3.1


                                   Exhibit "A"

                           ARTICLE VII, PARAGRAPH (a)

         The affairs of this Corporation shall be conducted by a Board of
Directors. The number of directors of the Corporation, not less than eight nor
more than fourteen, shall be fixed from time to time by the By-Laws. Commencing
with the annual election of directors by the stockholders of the Corporation in
1977, the directors of the Corporation shall be divided into three classes:
Class I, Class II and Class III, each such class, as nearly as possible, to have
the same number of directors. The term of office of the initial Class I
directors shall expire at the annual election of directors by the stockholders
of the Corporation in 1978, the term of office of the initial Class II directors
shall expire at the annual election of directors by the stockholders of the
Corporation in 1979, and the term of office of the initial Class III directors
shall expire at the annual election of directors by the stockholders of the
Corporation in 1980, or in each case thereafter when their respective successors
are elected by the stockholders and qualify. At each annual election of
directors by the stockholders of the Corporation held after 1977, the directors
chosen to succeed those whose terms are then expired shall be identified as
being of the same class as the directors they succeed and shall be elected by
the stockholders of the corporation for a term expiring at the third succeeding
annual election of directors, or thereafter when their respective successors in
each case are elected by the stockholders and qualify.

         The provisions set forth in Article VII(a) may not be repealed or
amended in any respect unless such repeal or amendment is approved by (i) the
affirmative vote of the holders of not less than 80% of the total voting power
of all outstanding shares of stock of this Corporation, or (ii) the affirmative
vote of not less than 75% of the members of the Board of Directors of this
Corporation and the affirmative vote of the holders of a majority of the total
voting power of all outstanding shares of stock of this Corporation.


                                       41

<PAGE>

                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  CONAGRA, INC.

         ConAgra, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:

         FIRST:    That at a meeting of the Board of Directors of ConAgra,
                   Inc., resolutions were duly adopted setting forth a proposed
                   amendment to the Certificate of Incorporation of said
                   corporation declaring said amendment to be advisable and
                   calling a meeting of the stockholders of said corporation
                   for consideration thereof. The resolution setting forth the
                   proposed amendment is as follows:

                        "RESOLVED, that the Certificate of Incorporation of this
                        corporation be amended by changing Article IV thereof
                        and adding new Articles XVII and XVIII to provide as set
                        forth on Exhibit "A" attached hereto and made a part
                        hereof."

         SECOND:   That thereafter, pursuant to resolution of its Board of
                   Directors, an annual meeting of the shareholders of said
                   corporation was duly called and held, upon notice in
                   accordance with Section 222 of the General Corporation Law of
                   the State of Delaware at which meeting the necessary number
                   of shares as required by statute were voted in favor of the
                   amendment.

         THIRD:    That said amendment was duly adopted in accordance with the
                   provisions of Section 242 of the General Corporation Law of
                   the State of Delaware.

         IN WITNESS WHEREOF, said ConAgra, Inc., has caused this Certificate to
be signed by L. B. Thomas, its Vice President, and attested by Dorothy Young,
its Assistant Secretary, this 19th day of September, 1985.

                                         CONAGRA, INC.

                                         By: /s/ L. B. THOMAS
                                             ---------------------------------
                                                 L. B. THOMAS, Vice President

Attest:

By /s/ DOROTHY YOUNG
   -------------------------
       DOROTHY YOUNG,
       Assistant Secretary


                                       42

<PAGE>

                                                                     EXHIBIT 3.1


                                   EXHIBIT "A"

                                   ARTICLE IV

                                AUTHORIZED SHARES

         The total number of shares which this corporation shall have authority
to issue is one hundred four million (104,000,000) shares, divided into one
hundred million (100,000,000) shares of Common Stock of a par value of Five
Dollars ($5.00) per share; one hundred fifty thousand (150,000) shares of Class
B Preferred Stock of a par value of Fifty Dollars ($50.00) per share; two
hundred fifty thousand (250,000) shares of Class C Preferred Stock of a par
value of One Hundred Dollars ($100.00) per share; one million one hundred
thousand (1,100,000) shares of Class D Preferred Stock without par value; and
two million five hundred thousand (2,500,000) shares of Class E Preferred Stock,
without par value.

         The Class B Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. All shares of
this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series within
Class B as determined by the Board of Directors: (a) the rate of dividend; (b)
whether the shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption; (c) the amount payable upon shares in event
of voluntary or involuntary liquidation; (d) sinking fund provisions, if any,
for the redemption or purchase of shares; and (e) the terms and conditions, if
any, on which shares may be converted.

         The Class C Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall be
identical except as to the following relative rights and preferences as to which
there may be variations between different series within Class C as determined by
the Board of Directors: (a) whether such shares shall be granted voting rights
and, if so, to what extent and upon what terms and conditions; (b) the rates and
times at which, and the terms and conditions on which, dividends on such shares
shall be paid and any dividend rights of cumulation; (c) whether such shares
shall be granted conversion rights and, if so, upon what terms and conditions;
(d) whether the corporation shall have the right to redeem such shares and, if
so, upon what terms and conditions; (e) the liquidation rights (if any) of such
shares, including whether such shares shall enjoy any liquidation preference
over the common stock; and (f) such other designations, preferences, relative
rights and limitations (if any) attaching to such shares.

         The Class D Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock or Class C
Preferred Stock as to the payment of dividends or as to the distribution of
assets upon liquidation, distribution or winding up of the corporation. All
shares of this Class shall be identical except as to the following relative
rights and preferences as to which there may be variations between different
series within Class D as determined by the Board of Directors: (a) whether such
shares shall be granted voting rights and, if so, to what extent and upon what
terms and conditions; (b) the rates and times at which, and the terms and
conditions on which, dividends on such shares shall be paid and any dividend
rights of cumulation; (c) whether such shares shall be granted conversion rights
and, if so, upon what terms and


                                       43

<PAGE>

                                                                     EXHIBIT 3.1


conditions; (d) whether the corporation shall have the right to redeem such
shares and, if so, upon what terms and conditions; (e) the liquidation rights
(if any) of such shares, including whether such shares shall enjoy any
liquidation preference over the common stock; and (f) such other designations,
preferences, relative rights and limitations (if any) attaching to such shares.

         The Class E Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock, Class C
Preferred Stock or Class D Preferred Stock as to the payment of dividends or as
to the distribution of assets upon liquidation, distribution or winding up of
the corporation. All shares of this Class shall be identical except as to the
following relative rights and preferences as to which there may be variations
between different series within Class E as determined by the Board of Directors:
(a) whether such shares shall be granted voting rights and, if so, to what
extent and upon what terms and conditions; (b) the rates and times at which, and
the terms and conditions on which, dividends on such shares shall be paid and
any dividend rights of cumulation; (c) whether such shares shall be granted
conversion rights and, if so, upon what terms and conditions; (d) whether the
corporation shall have the right to redeem such shares and, if so, upon what
terms and conditions; (e) the liquidation rights (if any) of such shares,
including whether such shares shall enjoy any liquidation preference over the
common stock; and (f) such other designations, preferences, relative rights and
limitations (if any) attaching to such shares.

         No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.


                                       44

<PAGE>

                                                                     EXHIBIT 3.1


                                  ARTICLE XVII

                   Annual and Special Meeting of Stockholders

         Any action required or permitted to be taken by the holders of the
capital stock of the Company must be effected at a duly called annual or special
meeting of such holders and may not be effected by any consent in writing of
such holders.


                                       45

<PAGE>

                                                                     EXHIBIT 3.1


                                  ARTICLE XVIII

                           Prohibition of "Greenmail"

         A.   Any purchase or other acquisition, directly or indirectly, in one
or more transactions, by the Company or any Subsidiary (as hereinafter defined)
of the Company of any shares of Voting Stock (as hereinafter defined) or any
Voting Stock Right (as hereinafter defined) known by the Company to be
beneficially owned by any Interested Stockholder (as hereinafter defined) who
has purchased or otherwise acquired any such Voting Stock or Voting Stock Right
within two years prior to the date of such purchase or other acquisition from
the Company or Subsidiary shall, except as hereinafter expressly provided,
require the affirmative vote of at least a majority of all votes entitled to be
cast by the holders of the Voting Stock (excluding Voting Stock held by an
Interested Stockholder) voting together as a single class. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law or any agreement with any national
securities exchange, or otherwise, but no such affirmative vote shall be
required with respect to any purchase or other acquisition by the Company or any
of its Subsidiaries of Voting Stock or Voting Stock Rights purchased at or below
Fair Market Value (as hereinafter defined) or made as part of a tender or
exchange offer made on the same terms to all holders of such securities and
complying with the applicable requirements of the Securities Exchange Act of
1934 (the "Exchange Act") and the rules and regulations thereunder or in a
Public Transaction (as hereinafter defined).

         B.   For the purposes of this Article XVIII:

              1.   An "Affiliate" of, or a person "Affiliated" with, a
         specified person, is a person that directly, or indirectly through one
         or more intermediaries, controls, or is controlled by, or is under
         common control with, the person specified.

              2.   The term "Associate" used to indicate a relationship with
         any person, means (1) any corporation or organization (other than the
         Company or a Subsidiary of the Company) of which such person is an
         officer or partner or is, directly or indirectly, the beneficial owner
         of 5% or more of any class of equity securities, (2) any trust or other
         estate in which such person has a substantial beneficial interest or as
         to which such person serves as trustee or in a similar fiduciary
         capacity, and (3) any relative or spouse of such person, or any
         relative of such spouse, who has the same home as such person.

              3.   A person shall be a "beneficial owner" of any Voting Stock
         or Voting Stock Right:

                   (a)  which such person or any of its Affiliates or Associates
              beneficially owns, directly or indirectly; or

                   (b)  which such person or any of its Affiliates or Associates
              has (i) the right to acquire (whether such right is exercisable
              immediately or only after the passage of time), pursuant to any
              agreement, arrangement or understanding or upon the exercise of
              conversion rights, exchange rights, warrants or options, or
              otherwise, or (ii) any right to vote pursuant to any agreement,
              arrangement or understanding; or

                   (c)  which is beneficially owned, directly or indirectly, by
              any other person with which such person or any of its Affiliates
              or Associates has any agreement, arrangement


                                       46

<PAGE>

                                                                     EXHIBIT 3.1



              or understanding for the purpose of acquiring, holding, voting or
              disposing of any security of any class of the Company or any of
              its Subsidiaries.

                   (d)  For the purposes of determining whether a person is an
              Interested Stockholder, the relevant class of securities
              outstanding shall be deemed to include all such securities of
              which such person is deemed to be the "beneficial owner" through
              application of this subparagraph 3, but shall not include any
              other securities of such class which may be issuable pursuant to
              any agreement, arrangement or understanding, or upon exercise of
              conversion right, warrants or options, or otherwise, but are not
              yet issued.

              4.   "Fair Market Value" means for any share of Voting Stock or
         any Voting Stock Right, the average of the closing sale prices during
         the 30-day period immediately preceding the repurchase of such Voting
         Stock or Voting Stock Right, as the case may be, on the Composite Tape
         for New York Stock Exchange-Listed Stocks, or, if such Voting Stock or
         Voting Stock Right, as the case may be, is not quoted on the Composite
         Tape, on the New York Stock Exchange, or, if such Voting Stock or
         Voting Stock Rights, as the case may be, is not listed on such
         Exchange, on the principal United States securities exchange registered
         under the Exchange Act on which such Voting Stock or Voting Stock
         Right, as the case may be, is listed, or if such Voting Stock or Voting
         Stock Right, as the case may be, is not listed on any such exchange,
         the average of the closing bid quotations with respect to a share of
         such Voting Stock or Voting Stock Right, as the case may be, during the
         90-day period immediately preceding the date in question on the
         National Association of Securities Dealers, Inc. Automated Quotations
         System or any system then in use, or if no such quotations are
         available, the Fair Market Value on the date in question of a share of
         such Voting Stock or Voting Stock Right, as the case may be, as
         determined by the Board of Directors in good faith.

              5.   "Interested Stockholder" shall mean any person (other than
         (i) the Company, (ii) any of its Subsidiaries, (iii) any benefit plan
         or trust of or for the benefit of the Company or any of its
         Subsidiaries, (iv) any trustee, agent or other representative of any of
         the foregoing, or (v) any person who beneficially owned more than 3% of
         any class of Voting Stock on July 11, 1985), who or which:

                   (a)  is the beneficial owner, directly or indirectly, of more
              than 3% of any class of Voting Stock (or Voting Stock Rights with
              respect to more than 3% of any such class); or

                   (b)  is an Affiliate of the Company and at any time within
              the two-year period immediately prior to the date in question was
              the beneficial owner, directly or indirectly, of more than 3% of
              any class of Voting Stock (or Voting Stock Rights with respect to
              more than 3% of any such class); or

                   (c)  is an assignee of or has otherwise succeeded to any
              shares of any class of Voting Stock (or Voting Stock Rights with
              respect to more than 3% of any such class) which were at any time
              within the two-year period immediately prior to the date in
              question beneficially owned by an Interested Stockholder, unless
              such assignment or succession shall have occurred pursuant to any
              Public Transaction or a series of transactions including a Public
              Transaction.

              6.   A "person" shall mean any individual, firm, corporation or
         other entity (including a "group" within the meaning of Section 13(d)
         of the Exchange Act).


                                       47

<PAGE>

                                                                     EXHIBIT 3.1


              7.   A "Public Transaction" shall mean any (i) purchase of shares
         offered pursuant to an effective registration statement under the
         Securities Act of 1933, or (ii) open market purchases of shares if, in
         either such case, the price and other terms of sale are not negotiated
         by the purchaser and seller of the beneficial interest in the shares.

              8.   The term "Subsidiary" shall mean any corporation at least a
         majority of the outstanding securities of which having ordinary voting
         power to elect a majority of the board of directors of such corporation
         (whether or not any other class of securities has or might have voting
         power by reason of the happening of a contingency) is at the time owned
         or controlled directly or indirectly by the Company or one or more
         Subsidiaries or by the Company and one or more Subsidiaries.

              9.   The term "Voting Stock" shall mean stock of all classes and
         series of the Company entitled to vote generally in the election of
         directors.

              10.  The term "Voting Stock Right" shall mean any security
         convertible into, and any warrant, option or other right of any kind to
         acquire beneficial ownership of, any Voting Stock, other than
         securities issued pursuant to any of the Company's employee benefit
         plans.

         C.   A majority of the Board of Directors shall have the power and duty
to determine for the purposes of this Article XVIII, on the basis of information
known to it after reasonable inquiry, all facts necessary to determine
compliance with this Article XVIII, including without limitation,

              1.   whether:

                   (a)  a person is an Interested Stockholder;

                   (b)  any Voting Stock and Voting Stock Right is beneficially
              owned by any person;

                   (c)  a person is an Affiliate or Associate of another;

                   (d)  a transaction is a Public Transaction; and

              2.   the Fair Market Value of any Voting Stock or Voting Stock
         Right.

         D    Notwithstanding anything contained in this Certificate to the
contrary, the affirmative vote of at least a majority of all votes entitled to
be cast by the holders of capital stock entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
amend or repeal this Article XVIII or to adopt any provision inconsistent
herewith.


                                       48
<PAGE>

                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  CONAGRA, INC.

         CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:

         FIRST:    That at a meeting of the Board of Directors of CONAGRA, INC.,
                   resolutions were duly adopted setting forth proposed
                   amendments to the Certificate of Incorporation of said
                   corporation declaring said amendments to be advisable and
                   calling a meeting of the stockholders of said corporation for
                   consideration thereof. The resolutions setting forth the
                   proposed amendments are as follows:

                   "RESOLVED, that ARTICLE IV of the Certificate of
                   Incorporation entitled "Authorized Shares" be amended to
                   increase the total number of shares which this corporation
                   shall have authority to issue from 104,000,000 shares to
                   304,000,000 shares by increasing the authorized common stock
                   of a par value of $5.00 per share from 100,000,000 shares to
                   300,000,000 shares as set forth on Exhibit "A" attached
                   hereto and by this reference made a part hereof."

                   "FURTHER RESOLVED, that ARTICLE V of the Certificate of
                   Incorporation be amended to provide as set forth on Exhibit
                   "B" attached hereto and by this reference made a part
                   hereof."

         SECOND:   That thereafter, pursuant to resolution of its Board of
                   Directors, an annual meeting of the shareholders of said
                   corporation was duly called and held, upon notice in
                   accordance with Section 222 of the General Corporation Law of
                   the State of Delaware on September 18, 1986, at which meeting
                   the necessary number of shares as required by statute were
                   voted in favor of the amendments.

         THIRD:    That said amendments were duly adopted in accordance with the
                   provisions of Section 242 of the General Corporation Law of
                   the State of Delaware.

         IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested by DOROTHY YOUNG,
its Assistant Secretary, this 18th day of September, 1986.

                                         CONAGRA, INC.

                                         By: /s/ L. B. THOMAS
                                             --------------------------------
                                                 L. B. THOMAS, Vice President

Attest:

By: /s/ DOROTHY YOUNG
    -------------------------
        DOROTHY YOUNG,
        Assistant Secretary


                                       49

<PAGE>

                                                                     EXHIBIT 3.1


                                   EXHIBIT "A"

                                   ARTICLE IV

                                AUTHORIZED SHARES

         The total number of shares which this corporation shall have authority
to issue is three hundred four million (304,000,000) shares, divided into three
hundred million (300,000,000) shares of Common Stock of a par value of Five
Dollars ($5.00) per share; one hundred fifty thousand (150,000) shares of Class
B Preferred Stock of a par value of Fifty Dollars ($50.00) per share; two
hundred fifty thousand (250,000) shares of Class C Preferred Stock of a par
value of One Hundred Dollars ($100.00) per share; one million one hundred
thousand (1,100,000) shares of Class D Preferred Stock without par value; and
two million five hundred thousand (2,500,000) shares of Class E Preferred Stock,
without par value.

         The Class B Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. All shares of
this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series within
Class B as determined by the Board of Directors: (a) the rate of dividend; (b)
whether the shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption; (c) the amount payable upon shares in event
of voluntary or involuntary liquidation; (d) sinking fund provisions, if any,
for the redemption or purchase of shares; and (e) the terms and conditions, if
any, on which shares may be converted.

         The Class C Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall be
identical except as to the following relative rights and preferences as to which
there may be variations between different series within Class C as determined by
the Board of Directors: (a) whether such shares shall be granted voting rights
and, if so, to what extent and upon what terms and conditions; (b) the rates and
times at which, and the terms and conditions on which, dividends on such shares
shall be paid and any dividend rights of cumulation; (c) whether such shares
shall be granted conversion rights and, if so, upon what terms and conditions;
(d) whether the corporation shall have the right to redeem such shares and, if
so, upon what terms and conditions; (e) the liquidation rights (if any) of such
shares, including whether such shares shall enjoy any liquidation preference
over the common stock; and (f) such other designations, preferences, relative
rights and limitations (if any) attaching to such shares.

         The Class D Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock or Class C
Preferred Stock as to the payment of dividends or as to the distribution of
assets upon liquidation, distribution or winding up of the corporation. All
shares of this Class shall be identical except as to the following relative
right and preferences as to which there may be variations between different
series within Class D as determined by the Board of Directors: (a) whether such
shares shall be granted voting rights and, if so, to what extent and upon what
terms and conditions; (b) the rates and times at which, and the terms and
conditions on which, dividends on such shares shall be paid and any dividend
rights of cumulation; (c) whether such shares shall be granted conversion rights
and, if so, upon what terms and


                                       50

<PAGE>

                                                                     EXHIBIT 3.1


conditions; (d) whether the corporation shall have the right to redeem such
shares and, if so, upon what terms and conditions; (e) the liquidation rights
(if any) of such shares, including whether such shares shall enjoy any
liquidation preference over the common stock; and (f) such other designations,
preferences, relative rights and limitations (if any) attaching to such shares.

         The Class E Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock, Class C
Preferred Stock or Class D Preferred Stock as to the payment of dividends or as
to the distribution of assets upon liquidation, distribution or winding up of
the corporation. All shares of this Class shall be identical except as to the
following relative rights and preferences as to which there may be variations
between different series within Class E as determined by the Board of Directors:
(a) whether such shares shall be granted voting rights and, if so, to what
extent and upon what terms and conditions; (b) the rates and times at which, and
the terms and conditions on which, dividends on such shares shall be paid and
any dividend rights of cumulation; (c) whether such shares shall be granted
conversion rights and, if so, upon what terms and conditions; (d) whether the
corporation shall have the right to redeem such shares and, if so, upon what
terms and conditions; (e) the liquidation rights (if any) of such shares,
including whether such shares shall enjoy any liquidation preference over the
common stock; and (f) such other designations, preferences, relative rights and
limitations (if any) attaching to such shares.

         No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.


                                       51

<PAGE>

                                                                     EXHIBIT 3.1


                                   EXHIBIT "B"

                                    ARTICLE V

                                 INDEMNIFICATION

         The Corporation shall, to the extent required, and may, to the extent
permitted, by Section 102 and Section 145 of Delaware General Corporation Law as
amended from time to time, indemnify and reimburse all persons whom it may
indemnify and reimburse pursuant thereto. With respect to acts or omissions
occurring on or after September 18, 1986, no director shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that this provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders; (ii) for acts of omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any transaction from which the director derived an improper personal
benefit.

         Notwithstanding the foregoing, the indemnification provided for in this
ARTICLE V shall not be deemed exclusive of any other rights to which those
entitled to receive indemnification or reimbursement hereunder may be entitled
under any by-law of this Corporation, agreement, vote or consent of stockholders
or disinterested directors or otherwise.


                                       52

<PAGE>

                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                  CONAGRA, INC.

         CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:

         FIRST:    That at a meeting of the Board of Directors of CONAGRA, INC.,
                   a resolution was duly adopted setting forth a proposed
                   amendment to the Certificate of Incorporation of said
                   corporation declaring said amendment to be advisable and
                   calling a meeting of the stockholders of said corporation for
                   consideration thereof. The resolution setting forth the
                   proposed amendment is as follows:

                   "RESOLVED, that the first paragraph of ARTICLE IV of the
                   Certificate of Incorporation entitled "AUTHORIZED SHARES" be
                   amended as stated on Exhibit "A" attached to reflect an
                   increase in the total number of shares which this company
                   shall have authority to issue from 304,000,000 shares to
                   604,000,000 shares by increasing the authorized common stock
                   of a par value of $5.00 per share from 300,000,000 shares to
                   600,000,000 shares with no increase in the 4,000,000 shares
                   of authorized preferred stock."

         SECOND:   That thereafter, pursuant to resolution of its Board of
                   Directors, an annual meeting of the shareholders of said
                   corporation was duly called and held, upon notice in
                   accordance with Section 222 of the General Corporation Law of
                   the State of Delaware on September 28, 1989, at which meeting
                   the necessary number of shares as required by statute were
                   voted in favor of the amendment.

         THIRD:    That said amendment was duly adopted in accordance with the
                   provisions of Section 242 of the General Corporation Law of
                   the State of Delaware.

         IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested by DOROTHY YOUNG,
its Assistant Secretary, this 28th day of September, 1989.

                                         CONAGRA, INC.

                                         By: /s/ L. B. THOMAS
                                             ------------------------------
                                                 L. B. THOMAS
                                                 Vice President

Attest:

By /s/ DOROTHY YOUNG
   -------------------------
       DOROTHY YOUNG,
       Assistant Secretary


                                       53

<PAGE>

                                                                     EXHIBIT 3.1


                                   EXHIBIT "A"

                                   ARTICLE IV

                                AUTHORIZED SHARES

                                (FIRST PARAGRAPH)

         The total number of shares which this corporation shall have authority
to issue is Six Hundred Four Million (604,000,000) shares, divided into Six
Hundred Million (600,000,000) shares of Common Stock of a par value of Five
Dollars ($5.00) per share; One Hundred Fifty Thousand (150,000) shares of Class
B Preferred Stock of a par value of Fifty Dollars ($50.00) per share; Two
Hundred Fifty Thousand (250,000) shares of Class C Preferred Stock of a par
value of One Hundred Dollars ($100.00) per share; One Million One Hundred
Thousand (1,100,000) shares of Class D Preferred Stock without par value; and
Two Million Five Hundred Thousand (2,500,000) shares of Class E Preferred Stock,
without par value.

      THE REMAINDER OF THIS ARTICLE SHALL REMAIN UNCHANGED IN ITS ENTIRETY.


                                       54

<PAGE>

                                                                     EXHIBIT 3.1


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                             AND OF REGISTERED AGENT

         It is hereby certified that:

         1.   The name of the corporation (hereinafter called the "corporation")
              is: CONAGRA, INC.

         2.   The registered office of the corporation within the State of
              Delaware is hereby changed to 32 Loockerman Square, Suite L-100,
              Dover, Delaware 19901, County of Kent.

         3.   The registered agent of the corporation within the State of
              Delaware is hereby changed to The Prentice-Hall Corporation
              System, Inc., the business office of which is identical with the
              registered office of the corporation as hereby changed.

         4.   The corporation has authorized the changes hereinbefore set
              forth by resolution of its Board of Directors.

         Signed on August 1, 1991.

                                                 /s/ JOHN J. DILL
                                                 -------------------------
                                                 John J. Dill - Vice President

Attest:

/s/ SUE E. BADBERG
- ---------------------------------
Sue Badberg - Assistant Secretary


                                       55

<PAGE>

                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  CONAGRA, INC.

         CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:

         FIRST:    That at a meeting of the Board of Directors of CONAGRA, INC.,
                   resolutions were duly adopted setting forth proposed
                   amendments to the Certificate of Incorporation of said
                   corporation declaring said amendments to be advisable and
                   calling a meeting of the stockholders of said corporation for
                   consideration thereof. The resolutions setting forth the
                   proposed amendments are as follows:

                   "RESOLVED, that the second sentence of ARTICLE VII, Paragraph
                   (a), of the Certificate of Incorporation of the corporation
                   be amended to read:

                        THE NUMBER OF DIRECTORS OF THE CORPORATION, NOT LESS
                        THAN NINE (9) NOR MORE THAN SIXTEEN (16), SHALL BE
                        FIXED FROM TIME TO TIME BY THE BY-LAWS.

                   "RESOLVED, that the first paragraph of ARTICLE IV of the
                   Certificate of Incorporation entitled "AUTHORIZED SHARES" be
                   amended in accordance with Exhibit "A" attached hereto to
                   reflect an increase in the total number of shares which this
                   corporation shall have authority to issue from 604,000,000
                   shares to 618,050,000 shares by increasing the authorized
                   Class E Preferred Stock without par value from 2,500,000
                   shares to 16,550,000 shares."

         SECOND:   That thereafter, pursuant to resolution of its Board of
                   Directors, an annual meeting of the shareholders of said
                   corporation was duly called and held, upon notice in
                   accordance with Section 222 of the General Corporation Law of
                   the State of Delaware on September 16, 1991 at which meeting
                   the necessary number of shares as required by statute were
                   voted in favor of the amendments.

         THIRD:    That said amendments were duly adopted in accordance with the
                   provisions of Section 242 of the General Corporation Law of
                   the State of Delaware.


                                       56

<PAGE>

                                                                     EXHIBIT 3.1


         IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested to by SUE BADBERG,
its Assistant Secretary, this 26th day of September, 1991.

                                         CONAGRA, INC.

                                         By /s/ L. B. THOMAS
                                            ---------------------------
                                                L. B. THOMAS
                                                Vice President

Attest

/s/ SUE E. BADBERG
- ----------------------------
    SUE BADBERG,
    Assistant Secretary


                                       57

<PAGE>

                                                                     EXHIBIT 3.1


                                   EXHIBIT "A"

                                   ARTICLE IV

                                AUTHORIZED SHARES

                                (FIRST PARAGRAPH)

         The total number of shares which this corporation shall have authority
to issue is Six Hundred Eighteen Million Fifty Thousand (618,050,000) shares,
divided into Six Hundred Million (600,000,000) shares of Common Stock of a par
value of Five Dollars ($5.00) per share; One Hundred Fifty Thousand (150,000)
shares of Class B Preferred Stock of a par value of Fifty Dollars ($50.00) per
share; Two Hundred Fifty Thousand (250,000) shares of Class C Preferred Stock of
a par value of One Hundred Dollars ($100.00) per share; One Million One Hundred
Thousand (1,100,000) shares of Class D Preferred Stock without par value; and
Sixteen Million Five Hundred Fifty Thousand (16,550,000) shares of Class E
Preferred Stock, without par value.

      THE REMAINDER OF THIS ARTICLE SHALL REMAIN UNCHANGED IN ITS ENTIRETY.


                                       58

<PAGE>

                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  CONAGRA, INC.

         CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:

         FIRST:    That at a meeting of the Board of Directors of CONAGRA, INC.,
                   a resolution was duly adopted setting forth a proposed
                   amendment to the Certificate of Incorporation of said
                   corporation declaring said amendment to be advisable and
                   calling a meeting of the stockholders of said corporation for
                   consideration thereof. The resolution setting forth the
                   proposed amendment is as follows:

                   "RESOLVED, that the first paragraph of ARTICLE IV of the
                   Certificate of Incorporation entitled "AUTHORIZED SHARES" be
                   amended in accordance with Exhibit "A" attached hereto to
                   reflect an increase in the total number of shares which this
                   corporation shall have authority to issue from 618,050,000
                   shares to 1,218,050,000 shares by increasing the authorized
                   Common Stock of a par value of Five Dollars ($5.00) from
                   600,000,000 shares to 1,200,000,000."

         SECOND:   That thereafter, pursuant to resolution of its Board of
                   Directors, an annual meeting of the shareholders of said
                   corporation was duly called and held, upon notice in
                   accordance with Section 222 of the General Corporation Law of
                   the State of Delaware on September 22, 1992 at which meeting
                   the necessary number of shares as required by statute were
                   voted in favor of the amendment.

         THIRD:    That said amendment was duly adopted in accordance with the
                   provisions of Section 242 of the General Corporation Law of
                   the State of Delaware.

         IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested to by SUE BADBERG,
its Assistant Secretary, this 16th day of September, 1992.

                                         CONAGRA, INC.

                                         By: /s/ L. B. THOMAS
                                             ----------------------
                                                 L. B. THOMAS
                                                 Vice President

Attest:

/s/ SUE BADBERG
- -------------------------
    SUE BADBERG,
    Assistant Secretary


                                       59

<PAGE>

                                                                     EXHIBIT 3.1



                                   EXHIBIT "A"

                                   ARTICLE IV

                                AUTHORIZED SHARES

                                (FIRST PARAGRAPH)

         The total number of shares which this corporation shall have authority
to issue is One Billion Two Hundred Eighteen Million Fifty Thousand
(1,218,050,000) shares, divided into One Billion Two Hundred Million
(1,200,000,000) shares of Common Stock of a par value of Five Dollars ($5.00)
per share; One Hundred Fifty Thousand (150,000) shares of Class B Preferred
Stock of a par value of Fifty Dollars ($50.00) per share; Two Hundred Fifty
Thousand (250,000) shares of Class C Preferred Stock of a par value of One
Hundred Dollars ($100.00) per share; One Million One Hundred Thousand
(1,100,000) shares of Class D Preferred Stock without par value; and Sixteen
Million Five Hundred Thousand (16,550,000) shares of Class E Preferred Stock,
without par value.

      THE REMAINDER OF THIS ARTICLE SHALL REMAIN UNCHANGED IN ITS ENTIRETY.


                                       60

<PAGE>

                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  CONAGRA, INC.

         CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:

         FIRST:    That at a meeting of the Board of Directors of CONAGRA, INC.,
                   a resolution was duly adopted setting forth a proposed
                   amendment to the Certificate of Incorporation of said
                   corporation, declaring said amendment to be advisable and
                   submitting said amendment to a meeting of the stockholders of
                   said corporation for consideration thereof. The resolution
                   setting forth the proposed amendment is as follows:

                   "RESOLVED, that the Board of Directors declare it advisable
                   that ARTICLE I of the Certificate of Incorporation entitled
                   'NAME' be amended to read as follows to reflect a change in
                   this corporation's name:

                                        'ARTICLE I

                                            NAME

                       The name of the Corporation shall be ConAgra Foods, Inc.'

                   RESOLVED FURTHER, that such amendment be submitted to the
                   stockholders of this corporation for approval at the annual
                   meeting of the stockholders to be held on September 28, 2000;
                   and

                   RESOLVED FURTHER, that if and when the stockholders holding
                   the majority of the outstanding common stock of this
                   corporation have voted in favor of such amendment, the Chief
                   Executive Officer or a Vice President, and the Secretary or
                   an Assistant Secretary, of this corporation are hereby
                   authorized and directed to make, under the seal of this
                   corporation, a certificate setting forth such amendment, and
                   certifying that such amendment has been duly adopted in
                   accordance with the provisions of Section 242 of the General
                   Corporation Law of the State of Delaware, as amended, and to
                   file such certificate in the office of the Secretary of State
                   of the State of Delaware, and such other offices as are
                   appropriate."

         SECOND:   That thereafter, pursuant to resolution of its Board of
                   Directors, an annual meeting of the shareholders of said
                   corporation was duly called and held, upon notice in
                   accordance with Sections 222 and 242 of the General
                   Corporation Law of the State of Delaware on September 28,
                   2000 at which meeting the necessary number of shares as
                   required by statute were voted in favor of the amendment.


                                       61

<PAGE>

                                                                     EXHIBIT 3.1


         THIRD:    That said amendment was duly adopted in accordance with the
                   provisions of Section 242 of the General Corporation Law of
                   the State of Delaware.

         IN WITNESS WHEREOF, said CONAGRA, INC. has caused this Certificate to
be signed by BRUCE C. ROHDE, its Chief Executive Officer, and attested to by
JAMES P. O'DONNELL, its Corporate Secretary, this 28th day of September, 2000.

                                         CONAGRA, INC.

                                         By: /s/  BRUCE C. ROHDE
                                             ------------------------------
                                                  BRUCE C. ROHDE
                                                  Chief Executive Officer

ATTEST:

/s/ J. P. O'DONNELL
- ------------------------------
JAMES P. O'DONNELL
Corporate Secretary


                                       62
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2027518zex-10_1.txt
<DESCRIPTION>EX 10.1
<TEXT>

<PAGE>


                                                                   EXHIBIT 10.1

                            CONAGRA 2000 STOCK PLAN


                               NAME AND PURPOSE
                               ----------------

      1.1    NAME. The name of the plan shall be the ConAgra 2000 Stock Plan
(the "Plan").

      1.2.   PURPOSE OF PLAN. The purpose of the Plan is to foster and
promote the long-term financial success of the Company and increase
stockholder value by (a) motivating superior performance by means of stock
incentives,  (b) encouraging and providing for the acquisition of an
ownership interest in the Company by Employees and (c) enabling the Company
to attract and retain the services of a management team responsible for the
long-term financial success of the Company.

                                   SECTION 2

                                  DEFINITIONS
                                  -----------

      2.1    DEFINITIONS. Whenever used herein, the following terms shall
have the respective meanings set forth below:

             (a) "Act" means the Securities Exchange Act of 1934, as amended.

             (b) "Award" means any Option, Stock Appreciation Right,
      Restricted Stock, Stock Bonus, or any combination thereof granted under
      the Plan, including Awards combining two  or  more types of Awards in
      a single grant.

             (c) "Board" means the Board of Directors of the Company.

             (d) "Code" means the Internal Revenue Code of 1986, as amended.

             (e)  "Committee" means the Human Resources Committee of the
      Board, which shall consist of two or more members, each of whom shall
      be a "non-employee director" within the meaning of Rule 16b-3 as
      promulgated under the Act.

             (f)  "Company"  means ConAgra, Inc., a Delaware corporation
      (and  any successor thereto) and its Subsidiaries.

             (g) "Director Award" means an award of Stock and an award of a
      Nonstatutory Stock  Option granted to each Eligible Director pursuant to
      Section 7.1 without any action by the Board or the Committee.

             (h) "Eligible Director" means a person who is serving as a
      member of the Board and who is not an Employee.

             (i) "Employee" means any employee of the Company or any of its
      Subsidiaries.

             (j) "Fair Market Value" means, on any date, the closing price of
      the Stock as reported on the New York Stock Exchange (or on such other
      recognized market or quotation system on which the trading prices of the
      Stock are traded or quoted at the relevant time) on such date. In the
      event that there are no Stock transactions reported on such exchange
      (or such other system) on such date, Fair Market Value shall mean the
      closing price on the immediately preceding date on which Stock
      transactions were so reported.




                                       63

<PAGE>

                                                                   EXHIBIT 10.1


             (k) "Option" means the right to purchase Stock at a stated price
      for a specified period  of time. For purposes of the Plan, an Option may
      be either  (i) an Incentive Stock Option within the meaning of Section
      422 of the Code or (ii) a Nonstatutory Stock Option.

             (l) "Participant" means any Employee designated by the Committee
      to participate in the Plan.

             (m) "Plan" means the ConAgra 2000 Stock Plan, as in effect from
      time to time.

             (n) "Restricted Stock" shall mean a share of Stock granted to a
      Participant subject to such restrictions as the Committee may determine.

             (o) "Stock" means the Common Stock of the Company, par value $5.00
      per share.

             (p) "Stock Appreciation Right" means the right, subject to such
      terms and conditions as the Committee may determine, to receive an amount
      in cash or Stock, as determined by the Committee, equal to the excess
      of (i) the Fair Market Value, as of the date such Stock Appreciation
      Right is exercised, of the number shares of Stock covered by the Stock
      Appreciation Right being exercised over (ii) the aggregate exercise
      price of such Stock Appreciation Right.

             (q) "Stock Bonus" means the grant of Stock as compensation from
      the Company in lieu of cash salary or bonuses otherwise payable to the
      Participant and stock issued for service awards and other similar
      Employee recognition programs.

             (r) "Subsidiary" means any corporation, partnership, joint venture
      or other entity in which the Company owns, directly or indirectly, 25% or
      more of the voting power or of the capital interest or profits interest of
      such entity.

      2.2    GENDER AND NUMBER. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.


                                    64

<PAGE>

                                                                   EXHIBIT 10.1

                                  SECTION 3

                        ELIGIBILITY AND PARTICIPATION
                        -----------------------------

      Except as otherwise provided in Section 7.1, the only persons eligible
to participate in the Plan shall be those Employees selected by the Committee
as Participants.

                                 SECTION 4

                         POWERS OF THE COMMITTEE
                         -----------------------

      4.1    POWER TO GRANT. The Committee shall determine the Participants to
whom Awards shall be granted, the type or types of Awards to be granted, and
the terms and conditions of any and all such Awards. The Committee may
establish different terms and conditions for different types of Awards, for
different Participants receiving the same type of Awards, and for the same
Participant for each Award such Participant may receive, whether or not
granted at different times.

      4.2    ADMINISTRATION. The Committee  shall be  responsible  for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to prescribe, amend, and rescind rules and regulations relating to
the Plan, to provide for conditions deemed necessary or advisable to protect
the interests of the Company, and to make all other determinations necessary
or advisable for the administration and interpretation of the Plan in order
to carry out its provisions and purposes. Determinations, interpretations, or
other actions made or taken by the Committee pursuant to the provisions of
the Plan shall be final, binding, and conclusive for all purposes and upon
all persons. Notwithstanding anything else contained in the Plan to the
contrary, neither the Committee nor the Board shall have any discretion
regarding whether an Eligible Director receives a Director Award pursuant to
Section 7.1 or regarding the terms of any such Director Award, including,
without limitation, the number of shares subject to any such Director Award.

                                 SECTION 5

                          STOCK SUBJECT TO PLAN
                          ---------------------

      5.1    NUMBER. Subject to the provisions of Section 5.3, the number of
shares of Stock subject to Awards (including Director Awards) under the Plan
may not exceed 30,000,000 shares of Stock. The shares to be delivered under
the Plan may consist, in whole or in part, of treasury Stock or authorized
but unissued Stock, not reserved for any other purpose. The maximum number of
shares of Stock with respect to which Awards may be granted to any one
Employee under the Plan is 10% of the aggregate number of shares of Stock
available for Awards under Section 5.1. A maximum of 10% of shares of Stock
available for issuance under the Plan may be issued as Restricted Stock and
Stock Bonuses.

      5.2    CANCELLED, TERMINATED, FORFEITED OR SURRENDERED AWARDS. Any
shares of Stock subject to an Award which for any reason are cancelled,
terminated or otherwise settled without the issuance of any Stock shall again
be available for Awards under the Plan. In the event that any Award is
exercised through the delivery of Stock or in the event that withholding tax
liabilities arising from such Award are satisfied by the withholding of Stock
by the Company, the number of shares available for Awards under the Plan
shall be increased by the number of shares so surrendered or withheld.

      5.3    ADJUSTMENT IN CAPITALIZATION. In the event of any Stock dividend
or Stock split, recapitalization (including, without limitation, the payment
of an extraordinary  dividend), merger,





                                       65

<PAGE>

                                                                   EXHIBIT 10.1


consolidation, combination, spin-off, distribution of assets to stockholders,
exchange of shares, or other similar corporate transaction or event, (i) the
aggregate number of shares of Stock available for Awards under Section 5.1
and (ii) the number of shares and exercise price with respect to Options and
the number, prices and dollar value of other Awards, shall be appropriately
adjusted by the Committee, whose determination shall be conclusive. If,
pursuant to the preceding sentence, an adjustment is made to the number of
shares of Stock authorized for issuance under the Plan, a corresponding
adjustment shall be made to the number of shares subject to each Director
Award thereafter granted pursuant to Section 7.1.

                                SECTION 6

                             STOCK OPTIONS
                             -------------

      6.1    GRANT OF OPTIONS. Options may be granted to Participants at such
time or times as shall be determined by the Committee. Options granted under
the Plan may be of two types: (i) Incentive Stock Options and (ii)
Nonstatutory Stock Options. The Committee shall have complete discretion in
determining the number of Options, if any, to be granted to a Participant.
Each Option shall be evidenced by an Option agreement that shall specify the
type of Option granted, the exercise price, the duration of the Option, the
number of shares of Stock to which the Option pertains, the exercisability
(if any) of the Option in the event of death, retirement, disability or
termination of employment, and such other terms and conditions not
inconsistent with the Plan as the Committee shall determine. Options may also
be granted in replacement of or upon assumption of options previously issued
by companies acquired by the Company by merger or stock purchase, and any
options so replaced or assumed may have the same terms including exercise
price as the options so replaced or assumed.

      6.2    OPTION PRICE. Nonstatutory Stock Options and Incentive Stock
Options granted pursuant to the Plan shall have an exercise price which is
not less than the Fair Market Value on the date the Option is granted.

      6.3 EXERCISE OF OPTIONS. Options awarded to a Participant under the
Plan shall be exercisable at such times and shall be subject to such
restrictions and conditions as the Committee may impose, subject to the
Committee's right to accelerate the exercisability of such Option in its
discretion. Notwithstanding the foregoing, no Option shall be exercisable for
more than ten years after the date on which it is granted.

      6.4    PAYMENT. The Committee shall establish procedures governing the
exercise of Options, which shall require that written notice of exercise be
given and that the Option price be paid in full in cash or cash equivalents,
including by personal check, at the time of exercise or pursuant to any
arrangement that the Committee shall approve. The Committee may, in its
discretion, permit a Participant to make payment (i) by tendering, by either
actual delivery of shares or by attestation, shares of in Stock already owned
by the Participant valued at its Fair Market Value on the date of exercise
(if such Stock has been owned by the Participant for at least six months) or
(ii) by electing to have the Company retain Stock which would otherwise be
issued on exercise of the Option, valued at its Fair Market Value on the date
of exercise. As soon as practicable after receipt of a written exercise
notice and full payment of the exercise price, the Company shall deliver to
the Participant a certificate or certificates representing the acquired
shares of Stock. The Committee may permit a Participant to elect to pay the
exercise price upon the exercise of an Option by irrevocably authorizing a
third party to sell shares of stock (or a sufficient portion of the shares)
acquired upon the exercise of the Option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire exercise price and
any required tax withholding resulting from such exercise.






                                       66

<PAGE>

                                                                   EXHIBIT 10.1


      6.5    INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to
the contrary, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consent of any Participant affected
thereby, to cause any Incentive Stock Option previously granted to fail to
qualify for the Federal income tax treatment afforded under Section 421 of
the Code.

                                SECTION 7

                            DIRECTOR AWARDS
                            ---------------

      7.1    AMOUNT OF AWARD. Each Eligible Director shall receive annually
(i) a grant of a Nonstatutory Stock Option for 9,000 shares of Stock and (ii)
a grant of 1,800 shares of Stock from the Company's treasury shares. Such
grants shall be made each year immediately  following the annual meeting of
Company stockholders to those persons who are Eligible Directors immediately
following such meeting.

      7.2    NO OTHER AWARDS. An Eligible Director shall not receive any
other Award under the Plan.

                                SECTION 8

                       STOCK APPRECIATION RIGHTS
                       -------------------------

      8.1    SAR'S IN TANDEM WITH OPTIONS. Stock Appreciation Rights may be
granted to Participants in tandem with any Option granted under the Plan,
either at or after the time of the grant of such Option, subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as
the Committee shall determine. Each Stock Appreciation Right shall only be
exercisable to the extent that the corresponding Option is exercisable, and
shall terminate upon termination or exercise of the corresponding Option.
Upon the exercise of any Stock Appreciation Right, the corresponding Option
shall terminate.

      8.2    OTHER STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may
also be granted to Participants separately from any Option, subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as
the Committee shall determine.

                                SECTION 9

                            RESTRICTED STOCK
                            ----------------

      9.1    GRANT OF RESTRICTED STOCK. The Committee may grant Restricted
Stock to Participants at such times and in such amounts, and subject to such
other terms and conditions not inconsistent with the Plan as it shall
determine. Each grant of Restricted Stock shall be subject to such
restrictions, which may relate to continued employment with the Company,
performance of the Company, or other restrictions, as the Committee may
determine. Each grant of Restricted Stock shall be evidenced by a written
agreement setting forth the terms of such Award.

      9.2    REMOVAL OF RESTRICTIONS. The Committee may accelerate or waive
such restrictions in whole or in part at any time in its discretion.




                                       67

<PAGE>

                                                                   EXHIBIT 10.1


                                SECTION 10

                              STOCK BONUSES
                              -------------

      10.1   GRANT OF STOCK BONUSES. The Committee may grant a Stock Bonus to
a Participant at such times and in such amounts, and subject to such other
terms and conditions not inconsistent with the Plan, as it shall determine.
Such stock bonuses shall only be granted in lieu of cash compensation
otherwise payable to an employee.

                                SECTION 11

              AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
              ------------------------------------------------

      11.1   GENERAL. The Board may from time to time amend, modify or
terminate any or all of the provisions of the Plan, subject to the provisions
of this Section 11.1. The Board may not change the Plan in a manner which
would prevent outstanding Incentive Stock Options granted under the Plan from
being Incentive Stock Options without the written  consent of the optionees
concerned. Furthermore, the Board may not make any amendment which would (i)
materially modify the requirements for participation in the Plan, (ii)
increase the number of shares of Stock subject to Awards under the Plan
pursuant to Section 5.1, or (iii) change the minimum exercise price for stock
options as provided in Section 6.2, in each case without the approval of a
majority of the outstanding shares of Stock entitled to vote thereon. No
amendment or modification shall affect the rights of any Employee with
respect to a previously granted Award, nor shall any amendment or
modification affect the rights of any Eligible Director pursuant to a
previously granted Director Award, without the written consent of the
Employee or Eligible Director.

      11.2   TERMINATION OF PLAN. No further Options shall be granted under
the Plan subsequent to September 30, 2010, or such earlier date as may be
determined by the Board.

                               SECTION 12

                       MISCELLANEOUS PROVISIONS
                       ------------------------

      12.1   NONTRANSFERABILITY OF AWARDS. Except as otherwise provided by
the Committee, no Awards granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will
or by the laws of descent and distribution.

      12.2   BENEFICIARY DESIGNATION. Each Participant under the Plan may
from time to time name any beneficiary or beneficiaries (who may be named
contingent or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of his death.
Each designation will revoke all prior designations by the same Participant
shall be in a form prescribed by the Committee, and will be effective only
when filed in writing with the Committee. In the absence of any such
designation, Awards outstanding at death may be exercised by the
Participant's surviving spouse, if any, or otherwise by his estate.

      12.3   NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the Plan
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company or
any Subsidiary. No Employee shall have a right to be selected as a
Participant, or, having been so selected, to receive any future Awards.





                                       68

<PAGE>

                                                                   EXHIBIT 10.1


      12.4   TAX WITHHOLDING. The Company shall have the power to withhold,
or require a Participant or Eligible Director to remit to the Company, an
amount sufficient to satisfy federal, state, and local withholding tax
requirements on any Award under the Plan, and the Company may defer issuance
of Stock until such requirements are satisfied. The Committee may, in its
discretion, permit a Participant to elect, subject to such conditions as the
Committee shall impose, (i) to have shares of Stock otherwise issuable under
the Plan withheld by the Company or (ii) to deliver to the Company previously
acquired shares of Stock, in each case having a Fair Market Value sufficient
to satisfy all or part of the Participant's estimated total federal, state
and local tax obligation associated with the transaction.

      12.5   CHANGE OF CONTROL. On the date of a Change of Control (as herein
defined), all outstanding Options and Stock Appreciation Rights shall become
immediately exercisable and all restrictions with respect to Restricted Stock
shall lapse. Change of Control shall mean:

             (a)   The acquisition (other than from the Company) by any person,
      entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of
      the Act (excluding any acquisition or holding by (i) the Company or its
      subsidiaries (ii) any employee benefit plan of the Company or its
      subsidiaries which acquires beneficial ownership of voting securities of
      the Company) of beneficial  ownership (within the meaning of Rule 13d-3
      promulgated under the Act) of 30% or more of either the then outstanding
      shares of common stock or the combined voting power of the Company's then
      outstanding voting securities entitled to vote generally in the election
      of directors; or

             (b)   Individuals who, as of the date hereof, constitute the Board
      (as of the date hereof the "Incumbent Board") cease for any reason to
      constitute at least a majority of the Board, provided that any person
      becoming a director subsequent to the date hereof whose election, or
      nomination for the election by the Company's stockholders, was approved
      by a vote of at least a majority of the directors then comprising the
      Incumbent Board shall be, for purposes of this Plan, considered as though
      such person were a member of the Incumbent Board; or

             (c)   Approval  by  the  stockholders  of the  Company  of a
      reorganization, merger or consolidation, in each case, in which the
      Company is not the surviving entity and with respect to which persons
      who were the stockholders of the Company immediately  prior  to such
      reorganization,  merger  or consolidation do not, immediately thereafter,
      own more than 50% of the combined voting power entitled to vote generally
      in the election of directors of the reorganized, merged or consolidated
      company's then outstanding voting securities, or a liquidation or
      dissolution of the Company or of the sale of all or substantially all of
      the assets of the Company.

      12.6   AGREEMENTS WITH COMPANY. An Award under the Plan shall be
subject to such terms and conditions, not inconsistent with the Plan, as the
Committee may, in its sole discretion, prescribe. The terms and conditions of
any Award to any Participant shall be reflected in such form of written
document as is determined by the Committee or its designee.

      12.7   COMPANY INTENT. The Company intends that the Plan comply in all
respects with Rule 16b-3 under the Act, and any ambiguities or
inconsistencies in the construction of the Plan shall be interpreted to give
effect to such intention.





                                       69

<PAGE>

                                                                   EXHIBIT 10.1


      12.8   REQUIREMENTS OF LAW. The granting of Awards and the issuance of
shares of Stock shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or securities
exchanges as may be required.

      12.9   EFFECTIVE DATE. The Plan shall be effective upon its adoption by
the Board subject to approval by the Company's stockholders at the 2000
annual stockholders' meeting.

      12.10  GOVERNING LAW. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of
Delaware.





                                       70

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>4
<FILENAME>a2027518zex-12.txt
<DESCRIPTION>EXHIBIT 12
<TEXT>

<PAGE>


                                                                    EXHIBIT 12

                     CONAGRA FOODS, INC. AND SUBSIDIARIES
              COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                 (in millions)
<TABLE>
<CAPTION>
                                                                                              THIRTEEN
                                                                                            WEEKS ENDED
                                                                                             AUGUST 27,
                                                                                                2000
                                                                                           --------------
<S>                                                                                        <C>
Fixed Charges as defined:
  Interest expense                                                                                 $ 86.3
  Capitalized interest                                                                                1.4
  Interest in cost of goods sold                                                                      8.0
  Preferred distributions of subsidiary                                                              10.7
  One-third of noncancelable lease rent                                                               9.1
                                                                                           --------------
      Total fixed charges (A)                                                                     $ 115.5
                                                                                           ==============

Earnings as defined:
  Pretax income after elimination of undistributed earnings of equity method investees            $ 236.4
  Add fixed charges                                                                                 115.5
  Less capitalized interest                                                                          (1.4)
                                                                                           --------------
     Earnings and fixed charges (B)                                                               $ 350.5
                                                                                           ==============

Ratio of earnings to fixed charges (B/A)                                                              3.0
</TABLE>

For the purposes of computing the above ratio of earnings to fixed charges,
earnings consist of income before taxes and fixed charges.  Fixed charges,
for the purpose of computing earnings, are adjusted to exclude interest
capitalized.  Fixed charges include interest on both long and short-term debt
(whether said interest is expensed or capitalized and including interest
charged to cost of goods sold), and a portion of noncancelable rental expense
representative of the interest factor.  The ratio is computed using the
amounts for ConAgra Foods as a whole, including its majority-owned
subsidiaries, whether or not consolidated, and its proportionate share of any
50% owned subsidiaries, whether or not ConAgra Foods guarantees obligations
of these subsidiaries.





                                        71

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>5
<FILENAME>a2027518zex-27.txt
<DESCRIPTION>EX 27
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAY-27-2001
<PERIOD-START>                             MAY-29-2000
<PERIOD-END>                               AUG-27-2000
<CASH>                                          82,000
<SECURITIES>                                         0
<RECEIVABLES>                                2,711,500
<ALLOWANCES>                                    73,200
<INVENTORY>                                  4,452,500
<CURRENT-ASSETS>                             7,651,600
<PP&E>                                       6,828,500
<DEPRECIATION>                               2,950,200
<TOTAL-ASSETS>                              16,549,800
<CURRENT-LIABILITIES>                        7,218,200
<BONDS>                                      4,149,300
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                     2,826,000
<OTHER-SE>                                   1,061,000
<TOTAL-LIABILITY-AND-EQUITY>                16,549,800
<SALES>                                      6,801,600
<TOTAL-REVENUES>                             6,801,600
<CGS>                                        5,754,700
<TOTAL-COSTS>                                5,754,700
<OTHER-EXPENSES>                               735,100
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              76,100
<INCOME-PRETAX>                                235,700
<INCOME-TAX>                                    89,600
<INCOME-CONTINUING>                            146,100
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   146,100
<EPS-BASIC>                                       0.31
<EPS-DILUTED>                                     0.30


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>a2027518zex-99_1.txt
<DESCRIPTION>EX 99.1
<TEXT>

<PAGE>


                                                                   EXHIBIT 99.1
                        CONAGRA FOODS, INC. AND SUBSIDIARIES
            UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS


The following unaudited pro forma combined condensed statements of earnings
give effect to the merger of International Home Foods, Inc. with and into a
wholly owned subsidiary of ConAgra Foods, Inc. on August 24, 2000 using the
purchase method of accounting, after giving effect to the pro forma
adjustments described in the accompanying notes.  The unaudited pro forma
combined condensed statements of earnings should be read in conjunction with
the audited and unaudited historical consolidated financial statements and
notes of ConAgra Foods and International Home Foods.

The unaudited pro forma combined condensed statements of earnings give effect
to the merger as if it had occurred at the beginning of the period presented.
ConAgra Foods' fiscal year ended on May 28, 2000 and International Home
Foods' fiscal year ended on December 31, 1999.  The unaudited pro forma
combined condensed statements of earnings for the year ended May 28, 2000 and
the thirteen weeks ended August 27, 2000 combine the historical consolidated
statements of earnings of ConAgra Foods with the recasted unaudited
consolidated statements of earnings of International Home Foods for the
twelve-month and three-month period ended June 30, 2000.  For purposes of
presenting the unaudited pro forma combined condensed statements of earnings,
International Home Foods' fiscal year has been recasted to June 30, 2000, by
including the unaudited reported financial statements for the quarter ended
June 30, 2000 and the three previous quarters ended March 31, 2000, December
31, 1999 and September 30, 1999.  The merger is reflected in ConAgra Foods'
historical unaudited consolidated balance sheet as of August 27, 2000, and
accordingly no pro forma balance sheet is provided.

The unaudited pro forma adjustments described in the accompanying notes are
based upon preliminary estimates and assumptions that the managements of
ConAgra Foods and International Home Foods believe are reasonable.  The pro
forma adjustments are based on the information and assumptions currently
available.  The purchase price allocation will be completed after the
finalization of asset and liability valuations.  The unaudited pro forma
combined condensed statements of earnings are presented for illustrative
purposes only and do not purport to be indicative of the operating results or
financial position that would have actually occurred if the merger had been
in effect on the dates indicated, nor is it necessarily indicative of future
operating results or financial position of the merged companies.  The
unaudited pro forma combined condensed financial statements do not give
effect to any potential cost savings or other operating synergies that
ConAgra Foods expects to result from the transaction.




                                       72

<PAGE>


                                                                  EXHIBIT 99.1

                             CONAGRA FOODS, INC.
                        INTERNATIONAL HOME FOODS, INC.
             PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS
                FOR THE THIRTEEN WEEKS ENDED AUGUST 27, 2000
                                 (UNAUDITED)
                (AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                      ConAgra Foods     International Home Foods
                                                     Thirteen weeks          Three months                  Pro Forma
                                                          Ended                  Ended            ----------------------------
                                                    August 27, 2000(1)     June 30, 2000(2)       Adjustments(3)   Combined(5)
                                                    ------------------     ----------------       --------------   -----------
<S>                                                 <C>                    <C>                    <C>              <C>
Net Sales ................................              $ 6,801.6              $ 530.6               $ (92.5)       $ 7,239.7

Costs and Expenses:
  Cost of goods sold......................                5,754.7                270.5                    --          6,025.2
  Selling, general and administrative
    expenses..............................                  735.1                189.1                 (82.6)           841.6
  Interest expense........................                   76.1                 24.3                  13.3            113.7
                                                        ---------              -------               -------         --------
                                                          6,565.9                 83.9                 (69.3)         6,980.5
                                                        ---------              -------               -------         --------

Income before income taxes ...............                  235.7                 46.7                 (23.2)           259.2
Income taxes .............................                   89.6                 17.7                  (5.0)           102.3
                                                        ---------              -------               -------         --------

Net income ...............................              $   146.1              $  29.0               $ (18.2)       $   156.9
                                                        ==========             =======               =======        =========

Income per share-basic(4):                              $     .31              $   .39                              $     .30
                                                        ==========             =======                              =========

Income per share-diluted(4):                            $     .30              $   .38                              $     .30
                                                        ==========             =======                              =========
</TABLE>

   See notes to unaudited pro forma combined condensed financial statements.






                                       73

<PAGE>


                                                                   EXHIBIT 99.1
                             CONAGRA FOODS, INC.
                        INTERNATIONAL HOME FOODS, INC.
             PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS
                       FOR THE YEAR ENDED MAY 28, 2000
                                (UNAUDITED)
                (AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                      ConAgra Foods    International Home Foods
                                                       Fiscal Year           Fiscal Year                   Pro Forma
                                                           Ended               Ended                ---------------------------
                                                     May 28, 2000(1)       June 30, 2000(2)         Adjustments(3)  Combined(5)
                                                     ---------------       ----------------         --------------  -----------
<S>                                                  <C>                   <C>                      <C>             <C>
Net Sales....................................            $25,385.8              $2,209.7                $(375.6)      $27,219.9

Costs and Expenses:
  Cost of goods sold ........................             21,205.9               1,150.8                     --        22,356.7
  Selling, general and administrative
    expenses ................................              2,888.2                 762.6                 (335.9)        3,314.9
  Interest expense ..........................                303.4                  99.9                   50.8           454.1
  Restructuring/Impairment charges ..........                322.2                    --                     --           322.2
                                                        ----------              --------                -------       ---------
                                                          24,719.7               2,013.3                 (285.1)       26,447.9
                                                        ----------              --------                -------       ---------

Income before income taxes ..................                666.1                 196.4                  (90.5)          772.0
Income taxes ................................                253.1                  96.1                  (19.3)          329.9
                                                        ----------              --------                -------       ---------
Net Income ..................................            $   413.0              $  100.3                $ (71.2)      $   442.1
                                                        ==========             =========               =========      =========

Income per share-basic(4):                               $     .87              $   1.36                              $     .86
                                                        ==========             =========                              =========

Income per share-diluted(4):                             $     .86              $   1.32                              $     .85
                                                        ==========             =========                              =========
</TABLE>

    See notes to unaudited pro forma combined condensed financial statements.





                                       74

<PAGE>


                                                                  EXHIBIT 99.1

                               CONAGRA FOODS, INC.
                          INTERNATIONAL HOME FOODS, INC.
       NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
                    (AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)

On August 24, 2000, ConAgra Foods acquired all of the issued and outstanding
shares of common stock and stock options of International Home Foods in a
transaction accounted for as a purchase business combination.  The assets
acquired and liabilities assumed will be assigned a portion of the purchase
price equal to their respective fair market values at August 24, 2000.  The
unaudited pro forma combined condensed financial statements are based on the
following:

1.   The historical consolidated statements of earnings of ConAgra Foods.

2.   The historical consolidated statements of earnings of International Home
     Foods' recasted for the twelve-month and three-month period ended
     June 30, 2000.

3.   The pro forma statements of earnings adjustments are as follows:

     a.  Provide depreciation and amortization of the fair values assigned to
         all identifiable tangible and intangible assets.  The excess of the
         purchase price over the net assets acquired has preliminarily been
         allocated to nondeductible goodwill and is being amortized using the
         straight-line method over 40 years.

         ConAgra Foods expects to allocate a portion of the purchase price to
         buildings, machinery and equipment and other intangible assets,
         including brands.  Assuming these assets had a weighted average life
         of 20 years, for each $100.0 million allocated to buildings, machinery
         and equipment or other intangible assets, pro forma operating expenses
         would increase by $3.5 million and pro forma net income would decrease
         by $1.6 million.

     b.  Reclassification of International Home Foods' trade promotion expenses
         from selling, general and administrative expenses to net sales to
         conform to ConAgra Foods' presentation.

     c.  Adjust interest expense relating to (1) additional borrowings under
         ConAgra Foods' credit facilities of approximately $875 million for
         the cash portion of the purchase price and approximately $719 million
         for the repayment of International Home Foods credit facilities at an
         assumed interest rate of 7.81% and (2) additional long-term borrowings
         of $385 million at 6.8% for the repayment of International Home Foods
         $385 million 10.375% Senior Secured Notes as follows:

<TABLE>
<CAPTION>
                                                    THIRTEEN WEEKS     FISCAL YEAR
                                                        ENDED              ENDED
                                                    AUGUST 27, 2000    MAY 28, 2000
                                                    ---------------    ------------
         <S>                                        <C>                <C>
         Interest expense on credit facilities          $  31.1           $ 124.5
         Interest expense on long-term borrowings           6.5              26.2
         IHF historical interest expense                  (24.3)            (99.9)
                                                        -------           -------
                  Net adjustment                        $  13.3           $  50.8
                                                        =======           =======
</TABLE>

         A .125% change in the interest rate on the new indebtedness would
         change interest expense by approximately $.6 million and $2.5 million
         for the thirteen weeks ended August 27, 2000 and fiscal year ended
         May 28, 2000, respectively.

     d.  Change in income tax expense/benefit as a result of pro forma
         adjustments which affect taxable income.  No pro forma income taxes
         have currently been provided on the portion of the purchase price
         preliminarily allocated to non-deductible goodwill.





                                       75

<PAGE>


                                                                  EXHIBIT 99.1

                               CONAGRA FOODS, INC.
                          INTERNATIONAL HOME FOODS, INC.
       NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
                    (AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)

4.   The pro forma weighted average shares outstanding for the thirteen weeks
     ended August 27, 2000 and fiscal year ended May 28, 2000 are as follows:
<TABLE>
<CAPTION>
                                                    THIRTEEN WEEKS     FISCAL YEAR
                                                        ENDED             ENDED
                                                    AUGUST 27, 2000    MAY 28, 2000
                                                    ---------------    ------------
     <S>                                            <C>                <C>
     Basic:
     Historical shares outstanding                        478.7            475.7
     Shares issued                                         41.0             41.0
                                                          -----            -----
                                                          519.7            516.7
                                                          =====            =====

     Diluted:
     Historical shares and share equivalents
       outstanding                                        480.6            478.6
     Shares issued                                         41.0             41.0
     Effect of options assumed                              2.6              2.8
                                                          -----            -----
                                                          524.2            522.4
                                                          =====            =====
</TABLE>

5.   ConAgra Foods' financial data for fiscal year ended May 28, 2000
     includes restructuring plan charges of $621.4 million before tax ($385.3
     million after tax).  Excluding these restructuring plan charges, unaudited
     pro forma basic income per share for fiscal 2000 would be $1.60 and
     unaudited pro forma diluted income per share would be $1.58.

6.   The pro forma ratio of earnings to fixed charges for the thirteen weeks
     ended August 27, 2000 and fiscal year ended May 28, 2000 is as follows:

<TABLE>
<CAPTION>
                                                      THIRTEEN WEEKS      FISCAL YEAR
                                                           ENDED              ENDED
                                                      AUGUST 27, 2000     MAY 28, 2000
                                                      ---------------       ------------
     <S>                                              <C>                   <C>
     Fixed Charges as defined:
       Interest expense                                   $ 123.9          $  502.0
       Capitalized interest                                   1.4               5.5
       Interest in cost of goods sold                         8.0              31.4
       Preferred distributions of subsidiary                 10.7              43.0
       One third of non-cancelable lease rent                 9.5              35.2
                                                          -------           -------

       Total fixed charges (A)                            $ 153.5          $  617.1
                                                          =======           =======

     Earnings as defined:
       Pretax income after elimination of undistributed
         earnings of equity method investees              $ 259.9          $  760.0
     Add fixed charges                                      153.5             617.1
     Less capitalized interest                               (1.4)             (5.5)
                                                          -------          --------

     Earnings and fixed charges (B)                       $ 412.0          $1,371.6
                                                          =======          ========

     Ratio of earnings to fixed charges (B/A)                 2.7               2.2
</TABLE>





                                       76

<PAGE>


                                                                  EXHIBIT 99.1

                               CONAGRA FOODS, INC.
                          INTERNATIONAL HOME FOODS, INC.
       NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
                    (AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)

The pro forma ratio of earnings to fixed charges for the fiscal year ended
May 28, 2000 includes restructuring plan charges of $621.4 million.
Excluding these restructuring plan charges, the pro forma ratio of earnings
to fixed charges for the fiscal year ended May 28, 2000 would be 3.2.






                                       77

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
