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<SEC-DOCUMENT>/in/edgar/work/20000824/0000900440-00-000045/0000900440-00-000045.txt : 20000922
<SEC-HEADER>0000900440-00-000045.hdr.sgml : 20000922
ACCESSION NUMBER:		0000900440-00-000045
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20000824
EFFECTIVENESS DATE:		20000824

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONAGRA 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:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-44426
			FILM NUMBER:		709118
</FILING-VALUES>

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

				FORMER COMPANY:	
					FORMER CONFORMED NAME:	NEBRASKA CONSOLIDATED MILLS CO
					DATE OF NAME CHANGE:	19721201
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>


As Filed with the Securities and
Exchange Commission on August 24, 2000.            Registration No. 333-_______

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          -----------------------------
                                    FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
                                      1933
                          -----------------------------
                                  ConAgra, Inc.
             (Exact name of registrant as specified in its charter)

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

  One ConAgra Drive
   Omaha, Nebraska                                              68102-5001
(Address of principal executive offices)                        (Zip code)
                          -----------------------------
             PLAN FOR ASSUMPTION OF INTERNATIONAL HOME FOODS OPTIONS
                            (Full title of the plan)
                          -----------------------------

                               James P. O'Donnell
              Executive Vice President and Chief Financial Officer
                                  ConAgra, Inc.
                                One ConAgra Drive
                           Omaha, Nebraska 68102-5001
                     (Name and address of agent for service)

                                  402-595-4000
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                        <C>                   <C>                     <C>                     <C>
========================= ====================== ======================= ====================== ======================
                                                    Proposed maximum       Proposed maximum
  Title of Securities         Amount to be         offering price per     aggregate offering          Amount of
    to be registered           registered               unit (1)               price (1)        registration fee (2)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (3)
($5.00 par value)               6,000,000                $19.81              $118,860,000              $31,379
========================= ====================== ======================= ====================== ======================
</TABLE>

     1.  Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(c) on the basis of the average of the high and low
         sales  prices as  reported  on the New York  Stock  Exchange  Composite
         Transactions List on August 23, 2000.

     2.  Pursuant  to  Rule 457(b), the registration fee is offset by $25,028 of
         the  filing  fee  paid  in  connection  with the filing of Registration
         Statement No. 333-40562.  Accordingly, a  filing fee of $6,351 is being
         paid herewith.

     3.  This  registration  statement also applies to preferred  share purchase
         rights which are attached to and trade with each share of common stock.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

     As permitted by the rules of the Securities and Exchange  Commission,  this
registration  statement omits the  information  specified in Part I of Form S-8.
The documents  containing the information  specified in Part I will be delivered
to the  participants  in the Plan For  Assumption  of  International  Home Foods
Options as required by Securities Act Rule 428(b).  Such documents are not being
filed with the Securities and Exchange  Commission as part of this  registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424.

     On August 24, 2000, ConAgra,  Inc. acquired  International Home Foods, Inc.
and assumed certain options  previously granted by International Home Foods. The
assumed  options are  exercisable  for ConAgra common stock.  This  registration
statement  covers the shares of ConAgra  common stock  issuable upon such option
exercises.





<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         ConAgra,  Inc. (the "Company") hereby incorporates by reference in this
registration  statement  the  following  documents  previously  filed  with  the
Securities and Exchange Commission:

         (a)      Annual Report on Form 10-K for the year ended May 30, 1999;

         (b)      Quarterly  Reports  on Form 10-Q for the quarters ended August
                  29, 1999, November 28, 1999 and February 27, 2000;

         (c)      Current Reports on Form 8-K dated June 22, 2000 and August 24,
                  2000; and

         (d)      The  description  of the Company's  common stock  contained in
                  registration  statements  on Form 8-A filed under the Exchange
                  Act, including any amendments or reports filed for the purpose
                  of updating such description.

         All  documents  subsequently  filed  by the  Company  and the  Plan for
Assumption  of  International  Home Foods  Options  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the registration statement and to be a part thereof
from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

         Pursuant  to  Article  V of the  Certificate  of  Incorporation  of the
Company,  the  Company  shall,  to the extent  required,  and may, to the extent
permitted,  by Section 102 and Section 145 of the General Corporation Law of the
State of Delaware,  as amended from time to time,  indemnify  and  reimburse all
persons whom it may indemnify and reimburse pursuant thereto.  No director shall
be liable to the Company or its  stockholders for monetary damages for breach of
fiduciary duty as a director. A director shall continue to be liable for (i) any
breach of a director's duty of loyalty to the Company or its stockholders;  (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of  law;  (iii)  paying  a  dividend  or  approving  a stock
repurchase which would violate Section 174 of the General Corporation Law of the
State of Delaware;  or (iv) any transaction  from which the director  derived an
improper personal benefit.

         The  By-Laws of the  Company  provide  for  indemnification  of Company
officers and  directors  against all  expenses,  liability or losses  reasonably
incurred or suffered by the officer or  director,  including  liability  arising
under the  Securities  Act of 1933,  to the  extent  legally  permissible  under
Section 145 of the General  Corporation  Law of the State of Delaware  where any
such person was,  is, or is  threatened  to be made a party to or is involved in
any action,  suit or  proceeding  whether  civil,  criminal,  administrative  or
investigative, by reason of the fact such person was serving the Company in such
capacity.  Generally, under Delaware law, indemnification will only be available
where an officer or director can establish  that such person acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests of the Company.

         The Company  also  maintains a director  and officer  insurance  policy
which  insures the  officers and  directors of the Company and its  subsidiaries
against damages, judgments,  settlements and costs incurred by reason of certain
wrongful  acts  committed  by such persons in their  capacities  as officers and
directors.

Item 8.  Exhibits

         4.1     -      ConAgra's  Certificate  of  Incorporation,  as  amended,
                        incorporated by reference to ConAgra's  annual report on
                        Form 10-K for the fiscal year ended May 26, 1996.

         4.2     -      ConAgra's  Bylaws, as amended, incorporated by reference
                        to  ConAgra's  quarterly  report  on  Form  10-Q for the
                        quarter ended February 28, 1999.

         4.3      -     Rights  Agreement  dated  July 12, 1996, incorporated by
                        reference  to ConAgra's current report on Form 8-K dated
                        July 12, 1996.

         4.4      -     Certificate  of  Adjustment  dated  October  1,  1997 to
                        Rights Agreement, incorporated by reference to ConAgra's
                        quarterly  report  on  Form  10-Q  for the quarter ended
                        August 24, 1997.

         4.5      -     Amendment to Rights Agreement dated as of July 10, 1998,
                        incorporated  by reference to ConAgra's annual report on
                        Form 10-K for the fiscal year ended May 31, 1998.

         4.6      -     Form  of  Common  Stock  Certificate,   incorporated  by
                        reference  to  ConAgra's  Registration Statement on Form
                        S-3 (33-63081).

         5        -     Opinion of McGrath, North, Mullin & Kratz, P.C.

         10.1     -     Plan for Assumption of International Home Foods Options

         23.1     -     Consent of Deloitte & Touche LLP

         23.2     -     Consent of PricewaterhouseCoopers LLP

         23.3     -     Consent   of   McGrath,  North,  Mullin  &  Kratz,  P.C.
                        (included as part of Exhibit 5)

         24       -     Powers of Attorney for Directors of the Company

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

         (a)      To  file, during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to   this  registration
                  statement to include any material  information with respect to
                  the  plan of  distribution  not  previously  disclosed  in the
                  registration   statement  or  any  material   change  to  such
                  information in the registration statement.

         (b)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   thereon,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         (d)      That,  for purposes of  determining  any  liability  under the
                  Securities Act, each filing of the registrant's  annual report
                  pursuant to Section 13(a) or Section 15(d) of the Exchange Act
                  that  is  incorporated   by  reference  in  the   registration
                  statement shall be deemed to be a new  registration  statement
                  relating to the securities  offered therein,  and the offering
                  of such  securities  at that  time  shall be  deemed to be the
                  initial bona fide offering thereof.

         (e)      Insofar  as  indemnification for liabilities arising under the
                  Securities  Act  may  be  permitted to directors, officers and
                  controlling   persons   of  the  registrant  pursuant  to  the
                  foregoing  provisions,  or  otherwise, the registrant has been
                  advised  that  in  the  opinion of the Securities and Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed   in   the   Securities   Act   and  is,  therefore,
                  unenforceable.  In the  event that a claim for indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person  of  the  registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities  being  registered,  the registrant will, unless in
                  the  opinion  of  its  counsel  the matter has been settled by
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction  the  question of whether such indemnification by
                  it is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant  to  the  requirements  of the  Securities  Act  of  1933  the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements  for filing on Form S-8, and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Omaha, and the State of Nebraska, on this 24th day of
August, 2000.

                                          CONAGRA, INC.

                                          /s/  Bruce C. Rohde
                                         Bruce C. Rohde
                                         President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement has been signed below on the 24th day of August, 2000 by
the following persons in the capacities indicated.

         Signature                        Title

/s/  Bruce C. Rohde                 President, Chief Executive Officer
Bruce C. Rohde                      and Director


/s/  James P. O'Donnell             Executive Vice President and Chief Financial
James P. O'Donnell                  Officer (Principal Financial Officer)


/s/  Jay Bolding                    Senior Vice President and Corporate
Jay Bolding                         Controller (Principal Accounting Officer)


C. M. Harper*                       Director
Robert A. Krane*                    Director
Mogens Bay*                         Director
Carl E. Reichardt*                  Director
Ronald W. Roskens*                  Director
Marjorie M. Scardino*               Director
Walter Scott, Jr.*                  Director
Kenneth E. Stinson*                 Director
Clayton K. Yeutter*                 Director

*  This   registration   statement  has  been  signed  by  the   undersigned  as
attorney-in-fact  on behalf of each person so  indicated  pursuant to a power of
attorney duly executed by each such person.

                                     /s/  Bruce C. Rohde
                                     Bruce C. Rohde
                                     Attorney-in-Fact


<PAGE>


                                INDEX TO EXHIBITS

      Exhibit No.                           Exhibit

         4.1      -      ConAgra's  Certificate  of  Incorporation,  as amended,
                         incorporated by reference to ConAgra's annual report on
                         Form 10-K for the fiscal year ended May 26, 1996.

         4.2      -      ConAgra's Bylaws, as amended, incorporated by reference
                         to  ConAgra's  quarterly  report  on  Form 10-Q for the
                         quarter ended February 28, 1999.

         4.3      -      Rights  Agreement  dated July 12, 1996, incorporated by
                         reference to ConAgra's current report on Form 8-K dated
                         July 12, 1996.

         4.4      -      Certificate  of  Adjustment  dated  October  1, 1997 to
                         Rights   Agreement,   incorporated   by   reference  to
                         ConAgra's quarterly report on Form 10-Q for the quarter
                         ended August 24, 1997.

         4.5      -      Amendment  to  Rights  Agreement  dated  as of July 10,
                         1998,  incorporated  by reference  to ConAgra's  annual
                         report on Form 10-K for the  fiscal  year ended May 31,
                         1998.

         4.6      -      Form  of  Common  Stock  Certificate,  incorporated  by
                         reference  to  ConAgra's Registration Statement on Form
                         S-3 (33-63081).

         5        -      Opinion of McGrath, North, Mullin & Kratz, P.C.

         10.1     -      Plan for Assumption of International Home Foods Options

         23.1     -      Consent of Deloitte & Touche LLP

         23.2     -      Consent of PricewaterhouseCoopers LLP

         23.3     -      Consent   of  McGrath,  North,  Mullin  &  Kratz,  P.C.
                         (included as part of Exhibit 5)

         24       -      Powers of Attorney for Directors of the Company


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION LETTER
<TEXT>


                                                                       Exhibit 5


                      McGrath, North, Mullin & Kratz, P.C.
                           1400 One Central Park Plaza
                           222 South Fifteenth Street
                                 Omaha, Nebraska
                                  402-341-3070

                                 August 24, 2000

ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102

Gentlemen:

     In connection  with the  registration  under the Securities Act of 1933, as
amended,  of 6,000,000  shares of common stock (the "Common  Stock"),  $5.00 par
value, of ConAgra, Inc., a Delaware corporation (the "Company"),  authorized for
issuance pursuant to the Plan for Assumption of International Home Foods Options
(the  "Plan"),  we have  examined such  corporate  records and other  documents,
including the registration statement on Form S-8 to be filed with the Securities
and Exchange Commission relating to such shares (the "Registration  Statement"),
and have  reviewed  such  matters of law as we have  deemed  necessary  for this
opinion. Based on such examination, we advise you that in our opinion:

     1. The Company is a corporation  duly organized and existing under the laws
of the State of Delaware.

     2. Upon the issuance of shares in accordance  with the Plan,  all necessary
corporate  action on the part of the Company  will have been taken to  authorize
the issuance of up to 6,000,000 shares of Common Stock by the Company,  and when
issued as contemplated in the Registration Statement and related documents, such
shares will be legally issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.

                                         Yours very truly,

                                         MCGRATH, NORTH, MULLIN & KRATZ, P.C.

                                         By: /s/  Guy Lawson
                                             Guy Lawson

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PLAN FOR ASSUMPTION
<TEXT>


                                                                    Exhibit 10.1

             PLAN FOR ASSUMPTION OF INTERNATIONAL HOME FOODS OPTIONS

Notice to Optionee:

     You are the holder of options which were previously  exercisable for shares
of International Home Foods, Inc. common stock. Options representing one-half of
the economic  value of your  options were  canceled and cashed out by ConAgra in
connection with its acquisition of International  Home Foods on August 24, 2000.
ConAgra  assumed  your  options  that were not  canceled  and cashed out.  Those
options are now exercisable for shares of ConAgra common stock.

     Each option to purchase  shares of  International  Home Foods  common stock
assumed by ConAgra has been adjusted so that the holder is entitled to purchase:

         (a) a number  of  shares  of  ConAgra  common  stock  equal  to 1.09384
         multiplied by the number of shares of  International  Home Foods common
         stock which were previously subject to the option and not cashed out;

         (b) at  an  exercise price determined by dividing the exercise price of
         your options prior to the merger by 1.09384.

     For  example,  an  International  Home Foods  stock  option to  purchase 50
shares,  which is assumed by ConAgra  and not  canceled  and cashed  out,  at an
option  price of $12.00 per share, would be converted  to 54 shares at an option
price of $10.97  per share.  The  ConAgra  common  stock you will  receive  upon
exercise of options will be delivered in whole shares.  You will receive cash in
lieu of a  fractional  share of ConAgra  common  stock that you would  otherwise
receive upon the exercise of options  based on the closing  price of the ConAgra
common stock on the trading day  immediately  prior to the day you exercise your
options.

     All of your  International  Home Foods  options  assumed by ConAgra are now
fully vested and exercisable,  notwithstanding  any prior vesting schedule.  The
expiration  date(s)  and other  terms of your  option(s)  which were  assumed by
ConAgra remain unchanged. For tax purposes, the status of your option(s) has not
changed.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITOR
<TEXT>


                                                                    Exhibit 23.1






INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of ConAgra, Inc. and subsidiaries on Form S-8 of our reports dated July 9, 1999,
appearing in and  incorporated by reference in the Annual Report on Form 10-K of
ConAgra, Inc. and subsidiaries for the year ended May 30, 1999.

/s/  Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Omaha, Nebraska
August 22, 2000


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>


                                                                    Exhibit 23.2






                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement  on Form S-8 of ConAgra,  Inc. of our report  dated  February 11, 2000
relating to the financial  statements of International  Home Foods,  Inc., which
appears in the Current  Report on Form 8-K of  ConAgra,  Inc.  dated  August 24,
2000.

/s/  PricewaterhouseCoopers LLP

Florham Park, New Jersey
August 23, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>


                                                                      Exhibit 24

                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  C. M. Harper
                                     C. M. Harper


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Robert A. Krane
                                     Robert A. Krane


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Mogens Bay
                                     Mogens Bay


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Carl E. Reichardt
                                     Carl E. Reichardt


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Ronald W. Roskens
                                     Ronald W. Roskens


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as her true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for her and in her  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Marjorie M. Scardino
                                     Marjorie M. Scardino


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Walter Scott, Jr.
                                     Walter Scott, Jr.




<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Kenneth E. Stinson
                                     Kenneth E. Stinson


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 29th day of June, 2000.

                                     /s/  Clayton K. Yeutter
                                     Clayton K. Yeutter


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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