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<SEC-DOCUMENT>/in/edgar/work/0000900440-00-000051/0000900440-00-000051.txt : 20001003
<SEC-HEADER>0000900440-00-000051.hdr.sgml : 20001003
ACCESSION NUMBER:		0000900440-00-000051
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20000929
EFFECTIVENESS DATE:		20000929

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:	333-46962
			FILM NUMBER:		732270
</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 September 29, 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 Foods, 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)

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

                  INTERNATIONAL HOME FOODS 401(k) SAVINGS PLAN
                            (Full title of the plan)

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

                               James P. O'Donnell
              Executive Vice President and Chief Financial Officer
                               ConAgra Foods, 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>
- ------------------------ ---------------- ---------------------------- ---------------------------- ------------------
Title of securities to    Amount to be     Proposed maximum offering   Proposed maximum aggregate       Amount of
     be registered       registered (1)       price per share (2)          offering price (2)       registration fee
- ------------------------ ---------------- ---------------------------- ---------------------------- ------------------
Common Stock (3)             50,000                 $18.875                     $943,750                 $249.15
($5.00 par value)
- ------------------------ ---------------- ---------------------------- ---------------------------- ------------------
</TABLE>

1        In  addition,  pursuant to Rule  416(c),  this  registration  statement
         covers an  indeterminate  amount of  interests  to be  offered  or sold
         pursuant to the employee benefit plan described herein.

2        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 September 25, 2000.

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  (the
"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 as required by Securities Act
Rule 428(b).  Such  documents are not being filed with the Commission as part of
this  registration  statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424.

                               RECENT DEVELOPMENTS

     On August 24, 2000, ConAgra Foods, Inc. acquired  International Home Foods,
Inc.  The terms of the  International  Home Foods  401(k)  Savings  Plan will be
amended to replace  International Home Foods with ConAgra Foods as the issuer of
the securities held pursuant to the plan.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     ConAgra Foods,  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 28, 2000;

     (b) Annual  Report on Form 11-K  (Commission  File No.  001-13537)  for the
         International  Home Foods 401(k) Savings Plan for the fiscal year ended
         December 31, 1999;

     (c) Current Reports on Form 8-K dated on June 22, 2000, August 24, 2000 and
         September 5, 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 International Home
Foods 401(k) Savings Plan 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 (1) any breach of
a  director's  duty of loyalty to the Company or its  stockholders;  (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (3) paying a dividend or  approving a stock  repurchase  which
would  violate  Section  174 of the  General  Corporation  Law of the  State  of
Delaware;  or (4) 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 them to the extent legally  permissible  under the Delaware  General
Corporation  Law where any such person was, is, or 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 he was  serving  the
Company in such capacity.  Generally,  under Delaware law,  indemnification will
only be available  where an officer or director can  establish  that he 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 Company,  its  subsidiaries and their elected officers and directors
against damages, judgments, settlements and costs incurred by reason of 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  herein  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  herein  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
           herein  by reference to ConAgra's  annual report on Form 10-K for the
           fiscal year ended May 30, 1998.

     4.6 - International Home Foods 401(k) Savings Plan,  incorporated herein by
           reference  to  Exhibit  4.1 of International Home Foods' Registration
           Statement on Form S-8 (333-62099).

     4.7 - Form of Common Stock Certificate.

     23.1 - Consent of Deloitte & Touche LLP

     23.2 - Consent of PricewaterhouseCoopers LLP

     24 - Powers of Attorney for Directors of the Company.

The undersigned registrant hereby undertakes to submit or cause to be submitted,
if not  previously  submitted,  the plan,  and any  amendments  thereto,  to the
Internal  Revenue Service in a timely manner and to make all changes required by
the IRS in order to qualify the plan under the Internal Revenue Code.

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 28th day of
September, 2000.

                                           CONAGRA FOODS, 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 28th day of September,  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
James P. O'Donnell                          Chief Financial Officer
                                            (Principal Financial Officer)

  /s/  Jay Bolding                          Senior Vice President and Controller
Jay Bolding                                 (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>





     Pursuant to the  requirements  of the  Securities Act of 1933, the plan 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 28th day of September, 2000.

                                    INTERNATIONAL HOME FOODS 401(k) SAVINGS PLAN

                                    By:    /s/  Don Winters
                                    Name:Don Winters
                                    Title: Member, Administrative Committee


<PAGE>


                                Index to Exhibits

Exhibit No.               Exhibit                                           Page

     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  herein   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  herein  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
           herein  by reference to ConAgra's  annual report on Form 10-K for the
           fiscal year ended May 30, 1998.

     4.6 - International Home Foods 401(k) Savings Plan,  incorporated herein by
           reference  to  Exhibit  4.1 of International Home Foods' Registration
           Statement on Form S-8 (333-62099).

     4.7 - Form of Common Stock Certificate.

     23.1 - Consent of Deloitte & Touche LLP

     23.2 - Consent of PricewaterhouseCoopers LLP

     24 - Powers of Attorney for Directors of the Company.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FORM OF COMMON STOCK CERTIFICATE
<TEXT>

                                                                     Exhibit 4.7

                               CONAGRA FOODS, INC.
                                  COMMON STOCK
                                                                 $5.00 PAR VALUE

                                             See Reverse For Certain Definitions

                                             CUSIP 205887 10 2




This Certifies that

is the owner of

Full paid and non-assessable shares, of the common stock

of ConAgra  Foods,  Inc.  transferable  on the books of the  Corporation  by the
holder hereof in person or by duly  authorized  attorney upon  surrender of this
Certificate  properly  endorsed.  This  Certificate  and the shares  represented
hereby are issued and shall be held subject to all provisions of the Certificate
of Incorporation of the Corporation and all amendments  thereto (copies of which
are on file  with the  Corporation)  to all of which the  holder  by  acceptance
hereof  assents.  This  Certificate  is not valid  unless  countersigned  by the
Transfer Agent and registered by the Registrar.

     Witness the facsimile seal of the Corporation and the facsimile  signatures
of its duly authorized officers.

Dated

                       Secretary                          Chairman of the Board

                                 Countersigned and registered:
                                 Wells Fargo Bank Minnesota, N.A.
                                 Transfer Agent and Registrar,

                                 By
                                      Authorized Officer

              Incorporated Under the Laws of the State of Delaware

        [Graphic Material consisting of the corporate seal and a statuary
        image holding horn of plenty amid fields of agricultural plenty]


<PAGE>


                               CONAGRA FOODS, INC.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

         TEN COM -         as tenants in common
         TEN ENT -         as tenants by the entireties
         JT TEN -          as joint tenants with right of
                           survivorship and not as tenants
                           in common
         TOD -             transfer on death

         UNIF GIFT MIN ACT -        __________ Custodian __________
                                      (Cust)               (Minor)
                          under Uniform Gifts to Minors
                          Act __________________________
                                      (State)
         UNIF TRAN MIN ACT -        __________ Custodian __________
                                      (Cust)               (Minor)
                          under Uniform Transfer to Minors
                          Act __________________________
                                      (State)

     Additional abbreviations may also be used though not in the above list.

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


The corporation will furnish to any stockholder upon request and without charge,
a further statement of the designations,  preferences, limitations, and relative
rights of shares of each class to be issued and the  variations  in the relative
rights and  preferences  between the shares of each series  within each class so
far as the same have been fixed and  determined,  and the authority of the Board
of  Directors  to fix and  determine  the  relative  rights and  preferences  of
subsequent  series of stock.  Requests  may be directed to the  Secretary of the
Corporation, One ConAgra Drive, Omaha, Nebraska 68102-5001.

                         SALE OR TRANSFER AUTHORIZATION

     For value received __________________ hereby sell, assign and transfer unto


Please insert social security or other identifying number of assignee __________

________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ shares
of  the capital stock represented by this Certificate, and do hereby irrevocably
constitute and appoint

________________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.

Dated,   ______________________________

         ______________________________

         ______________________________              Signature of stockholder(s)

Signature(s) guaranteed by:

_____________________________________________________
(Signature(s) must be guaranteed by either a bank, trust company or broker)

This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement  between  ConAgra,  Inc. and Wells Fargo Bank
Minnesota,  N.A.  (F.K.A.  Norwest Bank Minnesota,  N.A.),  dated as of July 12,
1996, as the same may be amended from time to time (the "Rights Agreement"), the
terms of which are hereby  incorporated  herein by reference and a copy of which
is on file at the  principal  executive  offices of ConAgra  Foods,  Inc.  Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced  by  separate  certificates  and will no longer be  evidenced  by this
certificate.  ConAgra Foods,  Inc. will mail to the holder of this certificate a
copy of the Rights  Agreement  without charge after receipt of a written request
therefor.  Under certain  circumstances,  as set forth in the Rights  Agreement,
Rights  issued to  Acquiring  Persons (as defined in the Rights  Agreement)  may
become null and void and will no longer be transferable.

Notice:  The  signature  to this  assignment  must  correspond  with the name as
written  upon  the  face  of  the  certificate,  in  every  particular,  without
alteration or enlargement, or any change whatever.

ALL  GUARANTEES  MUST BE MADE BY A  FINANCIAL  INSTITUTIONS  (SUCH  AS A BANK OR
BROKER)  WHICH  IS A  PARTICIPANT  IN  EITHER  THE  SECURITIES  TRANSFER  AGENTS
MEDALLION  PROGRAM  ("STAMP"),  THE NEW  YORK  STOCK  EXCHANGE,  INC.  MEDALLION
SIGNATURE PROGRAM ("MSP"), OR THE STOCK EXCHANGES MEDALLION PROGRAM ("SEMP") AND
MUST NOT BE DATED. GUARANTEES ONLY BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENT
<TEXT>



                                                                    Exhibit 23.1



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
ConAgra Foods,  Inc. and  subsidiaries on Form S-8 of our reports dated July 14,
2000,  appearing in and  incorporated  by reference in the Annual Report on Form
10-K of ConAgra Foods, Inc.  (formerly  ConAgra,  Inc.) and subsidiaries for the
year ended May 28, 2000.

/s/  Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Omaha, Nebraska
September 28, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>0004.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  Foods,  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  Foods,  Inc.  dated
August 24,  2000.  We also  consent to the  incorporation  by  reference  in the
Registration  Statement on Form S-8 of ConAgra  Foods,  Inc. of our report dated
June 16, 2000 relating to the financial statements and supplemental schedules of
International  Home Foods 401(k)  Savings  Plan for the year ended  December 31,
1999,  which  appears in the Annual  Report on Form 11-K of  International  Home
Foods, Inc.

/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
September 27, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>






                                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 this  Corporation,  which may be offered for sale or sold under
the International Home Foods Savings Plan, together with interests in such Plan,
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 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 28th day of September, 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 this  Corporation,  which may be offered for sale or sold under
the International Home Foods Savings Plan, together with interests in such Plan,
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 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 28th day of September, 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 this  Corporation,  which may be offered for sale or sold under
the International Home Foods Savings Plan, together with interests in such Plan,
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 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 28th day of September, 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 this  Corporation,  which may be offered for sale or sold under
the International Home Foods Savings Plan, together with interests in such Plan,
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 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 28th day of September, 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 this  Corporation,  which may be offered for sale or sold under
the International Home Foods Savings Plan, together with interests in such Plan,
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 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 28th day of September, 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 this  Corporation,  which may be offered for sale or sold under
the International Home Foods Savings Plan, together with interests in such Plan,
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 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 28th day of September, 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 this  Corporation,  which may be offered for sale or sold under
the International Home Foods Savings Plan, together with interests in such Plan,
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 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 28th day of September, 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 this  Corporation,  which may be offered for sale or sold under
the International Home Foods Savings Plan, together with interests in such Plan,
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 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 28th day of September, 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 this  Corporation,  which may be offered for sale or sold under
the International Home Foods Savings Plan, together with interests in such Plan,
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 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 28th day of September, 2000.

                                                  /s/  Clayton K. Yeutter
                                                  Clayton K. Yeutter

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