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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000900440-01-500009.txt : 20010627
<SEC-HEADER>0000900440-01-500009.hdr.sgml : 20010627
ACCESSION NUMBER:		0000900440-01-500009
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010523
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010524

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-07275
		FILM NUMBER:		1646962

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

	MAIL ADDRESS:	
		STREET 1:		ONE CONAGRA DRIVE
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68102

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NEBRASKA CONSOLIDATED MILLS CO
		DATE OF NAME CHANGE:	19721201
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>cag8kmay01.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


                                  May 23, 2001
                Date of Report (Date of earliest event reported)




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


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


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

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


<PAGE>


Item 5.  Other Events.

         On May 23, 2001, ConAgra Foods, Inc., issued a press release relating
to an expected restatement of financial statements. A copy of the press release
and a Question and Answer document posted on the company's website are attached
hereto as exhibits.

Item 7.  Financial Statements and Exhibits.

99.1     Press Release issued May 23, 2001.
99.2     Question and Answer






<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               CONAGRA FOODS, INC.
May 23, 2001
                                               By:  /s/  James P. O'Donnell
                                                   -----------------------------
                                               Name:  James P. O'Donnell
                                               Title: Executive Vice President,
                                                      Chief Financial Officer
                                                      and Corporate Secretary




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>cagpressrelease.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                 CONAGRA FOODS WILL RESTATE FINANCIALS BASED ON
                        AUDIT COMMITTEE INVESTIGATION OF
                               ITS UAP SUBSIDIARY


         Omaha, Neb. May 23 - ConAgra Foods, Inc. (NYSE:CAG) today announced
that accounting and conduct matters at its United Agri Products Companies (UAP)
subsidiary during fiscal years 1999 and 2000 will result in the restatement of
the Company's financial results for those years. Certain accounting adjustments
will also result in a restatement for fiscal 1998. The restatement will reduce
revenues and earnings in fiscal years 1998, 1999 and 2000, and will increase
revenues and earnings in fiscal 2001. UAP, which distributes seed, fertilizer
and agricultural chemicals to agricultural growers, is one of three businesses
in ConAgra Foods' agricultural products reporting segment and represented
approximately 9% of ConAgra Foods' operating profit for the fiscal years 1998,
1999 and 2000.

         The restatement is based upon the preliminary results of an
investigation undertaken by ConAgra Foods and the Audit Committee of its Board
of Directors. That investigation, and an informal inquiry by the staff of the
Securities and Exchange Commission, are continuing.

         ConAgra Foods presently estimates the following financial statement
effect of the restatement, excluding restructuring and other non-recurring items
in fiscal 1998, 1999 and 2000:

     *     for fiscal 1998, revenues will be reduced from $24,271 million to
           $24,192 million, profit before tax will be reduced from $1,041
           million to $1,014 million and fully-diluted earnings will be
           reduced from $1.35 per share to $1.32 per share;
     *     for fiscal 1999, revenues will be reduced from $25,020 million to
           $24,924 million, profit before tax will be reduced from $1,123
           million to $1,086 million and fully-diluted earnings will be
           reduced from $1.46 per share to $1.41 per share;
     *     for fiscal 2000, revenues will be reduced from $25,805 million to
           $25,631 million, profit before tax will be reduced from $1,288
           million to $1,229 million and fully-diluted earnings will be
           reduced from $1.67 per share to $1.60 per share; and
     *     for fiscal 2001, revenues will be increased by $350 million, profit
           before tax will be increased by $127 million and fully-diluted
           earnings will be increased by $.15 per share .

         These are the Company's estimates and final audited numbers will be
available when the Company announces total company results for fiscal year ended
May 27, 2001, expected at the end of June 2001. Following June 2001, revised
financial statements for fiscal 1998, 1999 and 2000 and related auditors reports
will be issued.

         Bruce Rohde, ConAgra Foods' Chairman and CEO, stated: "Certain matters
were discovered that warranted an investigation into several accounting
practices at UAP. Our preliminary findings indicate that certain conduct at UAP
circumvented generally accepted accounting practices and violated ConAgra Foods'
corporate policy. Those actions will not be tolerated. I have directed that the
control systems at UAP be strengthened and that we take additional actions, as
appropriate, including personnel changes to deal with circumstances requiring
corrective measures. These actions have the full support of our Board of
Directors."

         Background. In November 2000, the Audit Committee of the Board of
Directors of ConAgra Foods commissioned an investigation of accounting matters
at UAP. The Audit Committee engaged an outside law firm, and they in turn
obtained the assistance of forensic accountants, to perform the investigation.
Prior to this, the Company had commenced a review of UAP revenue recognition
practices and subsequent to that, received an informal inquiry from the staff of
the SEC regarding UAP accounting matters.

         The investigation has identified improper accounting practices that
have financial statement impact in three areas:

     1.  Revenue recognition for deferred delivery sales and associated vendor
         rebates
     2.  Recognition of advance rebate income
     3.  Accruals for bad debt reserves

         In addition, an error was identified relating to consolidation of
intercompany sales during fiscal 1998. The investigation is continuing, but the
Company believes that all matters having a material financial statement impact
have been identified.

         Item 1. Revenue Recognition for Deferred Delivery Sales. After
reviewing the results of the investigation, the Company has determined that UAP
improperly recorded revenues on deferred delivery sales transactions. The
investigation identified sales contracts for fiscal 1999 and 2000 that were not
considered binding on the customer as well as instances of fictitious sales
contracts at various UAP locations. Further, the investigation identified
noncompliance for fiscal 1998, 1999 and 2000 with certain accounting
requirements for deferred delivery transactions in other sales contracts.
Accordingly, ConAgra Foods will revise its reporting of deferred delivery sales
transactions for fiscal 1998, 1999 and 2000 so that such revenue is reported
upon transfer of title and shipment of the products. As a result of these
circumstances, associated vendor rebate income was also incorrectly accrued.

         ConAgra Foods also reviewed the estimating process used by UAP in the
recognition of vendor rebates on a quarterly basis. The review indicated that
UAP used inconsistent estimating processes on a quarterly and annual basis. As
part of the restatement, ConAgra Foods will adopt a consistent quarterly
estimating process for the recognition of UAP vendor rebates. The impact of the
new process will result in a larger portion of vendor rebates being recognized
later in the UAP fiscal year.

         These revenue recognition matters are expected to have the following
financial statement impact:

     *     for fiscal 1998, revenue will be reduced by $79 million and profit
           before tax will be reduced by $22 million;
     *     for fiscal 1999, revenue will be reduced by $84 million and profit
           before tax will be reduced by $7 million;
     *     for fiscal 2000, revenue will be reduced by $162 million and profit
           before tax will be reduced by $30 million; and
     *     for fiscal 2001, revenue will be increased by $326 million, and
           profit before tax will be increased by $63 million.

         In light of the preliminary results of the investigation, and in order
to avoid future compliance issues with deferred delivery accounting
requirements, ConAgra Foods is adopting a change in its accounting practices.
Effective with fiscal year 2001, UAP will book revenue for all sales
transactions upon transfer of title and shipment of the product.

         Item 2. Recognition of Advance Rebate Income. The investigation
identified instances in which UAP prematurely recognized certain rebate payments
as income in the fiscal year in which they were received, rather than the fiscal
year in which they were earned. As a result, the Company is making an adjustment
for recognition of advance rebate income which is expected to have the following
financial statement impact:

     *     for fiscal 1999, revenue and profit before tax will be reduced by $12
           million;
     *     for fiscal 2000, revenue and profit before tax will be reduced by $12
           million; and
     *     for fiscal 2001, revenue and profit before tax will be increased by
           $24 million.

         Item 3. Accruals for Bad Debt Reserves. The investigation indicated
that UAP accrued insufficient bad debt reserves in fiscal 1998, 1999 and 2000.
UAP substantially increased the write-off of its accounts receivable and
increased its bad debt reserves during fiscal 2001. The investigation indicated
that certain of the increased write-offs in fiscal 2001 should have been taken
in prior fiscal years and, accordingly, adjustments will be made as part of the
restatement. ConAgra Foods believes the UAP reserves recorded are now adequate.

         The Company's preliminary estimate of the financial statement impact of
changes in the bad debt accruals is:

     *     for fiscal 1998, expenses will be increased and profit before tax
           will be reduced by $5 million;
     *     for fiscal 1999, expenses will be increased and profit before tax
           will be reduced by $18 million;
     *     for fiscal 2000, expenses will be increased and profit before tax
           will be reduced by $17 million; and
     *     for fiscal 2001, expenses will be reduced and profit before tax will
           be increased by $40 million.

         Mr. Rohde commented: "We have shared the preliminary results of the
Audit Committee's investigation with the SEC staff and we are fully cooperating
with them. We cannot predict how long the SEC inquiry will continue or its
outcome, but appropriate corrective actions are under way and more will be
taken. We have addressed the major financial issues at our UAP subsidiary and
look forward to focusing and improving the fundamentals of this business unit."

         The company has posted question and answer information relating to this
release at http://www.conagrafoods.com/investors.

         ConAgra Foods is North America's largest foodservice manufacturer and
second largest retail food supplier, with annualized sales of approximately $27
billion.

         This news release contains certain "forward-looking" statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may vary materially
from the expectations contained in the forward-looking statements. The
forward-looking statements in this release include without limitation statements
addressing the following subjects: projected changes in financial results and
results of the investigation by the Audit Committee and the inquiry by the
Securities and Exchange Commission.

         Future economic circumstances, industry conditions, company performance
and financial results and/or regulatory factors affecting the Company's
businesses are examples of factors, among others, that could cause actual
results to differ materially from those described in the forward-looking
statements. The statements are based on many assumptions and factors described
in the Company's reports filed with the Securities and Exchange Commission. The
Company is under no obligation to (and expressly disclaims any such obligation
to) update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>cagqanda.txt
<DESCRIPTION>QUESTIONS AND ANSWERS
<TEXT>

                              QUESTIONS AND ANSWERS


1.       What does UAP do?

         UAP, which stands for United Agri Products Companies, operates with 433
         locations in the U.S. and 97 locations outside of the U.S. and
         distributes seed, fertilizer, and agricultural chemicals to the
         agricultural production community.

2.       Where are UAP's financial results located in your financial statements?

         UAP is one of three businesses which are reported in our Agricultural
         Products reporting segment. Our Agricultural Products segment reflects
         results for:
              *  UAP
              *  ConAgra Trade Group
              *  Food Ingredients.

3.       In fiscal 1998 through 2000, what percentage of ConAgra Foods' sales
         and operating profit did UAP represent?

         In each of those years, UAP represented approximately 13% of total
         company sales and approximately 9% of total company operating profit.

4.       What is the estimated impact of the restatement on previously reported
         financial highlights for 1998, 1999 and 2000 (dollars in millions
         except per-share amounts):
<TABLE>
<S>                   <C>                <C>                 <C>                <C>                 <C>
- --------------------- ------------------------------------------------------------------------------------------------
                                                            Before Restatement
                                         Excluding Restructuring and Restructuring-Related Charges
- --------------------- ------------------------------------------------------------------------------------------------
Reporting Period             Net          Operating Income     Income Before           Net             Income per
                          Sales (1)                            Income Taxes           Income          Share-diluted
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
1998                       24,271.1             1,572.9            1,041.0               627.0           1.35 (2)
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
1999                       25,020.2             1,706.3            1,123.1               696.3           1.46
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
2000                       25,805.4             1,909.7            1,287.5               798.3           1.67
- --------------------- ------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                   <C>                <C>                 <C>                <C>                 <C>
- --------------------- ------------------------------------------------------------------------------------------------
                                                             After Restatement
                                         Excluding Restructuring and Restructuring-Related Charges
- --------------------- ------------------------------------------------------------------------------------------------
Reporting Period             Net          Operating Income     Income Before           Net             Income per
                          Sales (1)                            Income Taxes           Income          Share-diluted
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
1998                       24,192.1             1,546.2            1,014.3               610.5            1.32 (2)
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
1999                       24,923.9             1,669.3            1,086.1               673.6            1.41
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
2000                       25,631.0             1,851.2            1,229.0               762.2            1.60
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
</TABLE>



<PAGE>


<TABLE>
<S>                   <C>                <C>                 <C>                <C>                 <C>
- --------------------- ------------------------------------------------------------------------------------------------
                                                            Before Restatement
                                         Including Restructuring and Restructuring-Related Charges
- --------------------- ------------------------------------------------------------------------------------------------
Reporting Period             Net          Operating Income     Income Before           Net             Income per
                          Sales (1)                            Income Taxes           Income          Share-diluted
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
1998                       24,271.1             1,572.9            1,041.0               627.0            1.35 (2)
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
1999                       25,020.2             1,265.5              682.3               358.4            0.75
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
2000                       25,805.4             1,288.3              666.1               413.0            0.86
- --------------------- ------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                   <C>                <C>                 <C>                <C>                 <C>
- --------------------- ------------------------------------------------------------------------------------------------
                                                             After Restatement
                                         Including Restructuring and Restructuring-Related Charges
- --------------------- ------------------------------------------------------------------------------------------------
Reporting Period             Net          Operating Income     Income Before           Net             Income per
                          Sales (1)                            Income Taxes           Income          Share-diluted
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
1998                       24,192.1             1,546.2            1,014.3               610.5            1.32 (2)
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
1999                       24,923.9             1,228.5              645.3               355.7            0.70
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
2000                       25,631.0             1,229.8              607.6               376.9            0.79
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
</TABLE>

(1) Certain reclassifications have been made to prior year amounts to conform
with current year classifications.
(2) Income per share is before a $.03 cumulative effect of change in accounting.


5.       What is the estimated impact of the restatement on fiscal 2001?

         For fiscal 2001, the restatement is estimated to increase net sales by
         $350 million, increase income before income taxes by $127 million and
         increase income per fully-diluted share by $.15.

6.       How much of your estimated adjustment of $.15 of fully-diluted earnings
         per share for fiscal 2001 will increase your fully-diluted earnings per
         share previously reported for the first three quarters of fiscal 2001?

         Approximately $.03

7.       Does the restatement of earnings for fiscal 1998 through 2000, and the
         first nine months of fiscal 2001 change the cash flow throughout the
         restatement period?

         No. The restatement does not change the cumulative cash generated
         across the restatement period. This is due to the fact that while net
         income for some of the quarters may change due to the restatement,
         working capital accounts are also being restated. This results in no
         effect to the cash generated throughout the period.

8.       What are the revised quarterly results?

         The numbers in the press release are very recent and we have not yet
         computed the restated quarterly numbers. We will have the restated
         quarterly numbers by the time we announce our fourth quarter earnings
         at the end of June.

9.       The press release mentioned deferred delivery sales.  What does that
         mean?

         Deferred delivery sales are sales that are recognized before a product
         is shipped. At UAP, deferred delivery sales occurred when customers
         contracted for crop inputs that they would receive at a later date.
         This is consistent with generally accepted accounting principles,
         provided that certain revenue recognition criteria are met.

         Generally, a company recognizes sales revenue when title passes and the
         product is delivered to a customer. In most cases, a customer buys a
         product and walks out of the store with it, and there's no issue about
         the timing of revenue recognition. However, sometimes a customer may
         not be ready to take delivery of the product. The customer may not have
         sufficient space for inventory, or may not want to receive the product
         until ready to use it. In those situations, the selling company may
         "bill and hold" the product sale and recognize revenue prior to
         delivery of the product if certain accounting requirements are met,
         such as passing risk of ownership to the buyer, segregating the sold
         product from the seller's other inventory and having a fixed delivery
         schedule.

10.      How will 2001 financial results be affected by the expected
         adjustments?

         Reported sales and profits in fiscal 2001 will increase in 2001 as a
         result of the expected adjustments. The increases are due to the
         changes in timing of revenue and profit recognition and the timing of
         bad debt expense recognition. Certain revenue and profit previously
         reported in fiscal 2000 will now be reported in fiscal 2001; and
         certain bad debt write-offs previously taken and reported in fiscal
         2001 will be reflected in fiscal 1998, 1999 and 2000.

         For clarity, the change in accounting practice effective in fiscal 2001
         means that UAP will book revenue and/or deferred delivery sales
         transactions upon transfer of title and shipment of product. This is
         consistent with our review of SAB 101 and will avoid future compliance
         issues with deferred delivery accounting requirements. Accordingly, any
         deferred delivery business conducted in the fourth quarter of fiscal
         2001 will not be recognized until delivery in fiscal 2002.

11.      When will the adjusted financial results for fiscal year ended May 27,
         2001 be available?

         We expect to announce total company results for fiscal year ended May
         27, 2001 during the last week of June. Following June 2001, revised
         financial statements for fiscal 1998 through 2000 and related auditors
         reports will be issued.

12.      Have you taken any personnel actions regarding responsible persons at
         UAP?

         The Company's investigation of this matter is ongoing and we cannot
         give you any specific information today concerning the responsibility
         of, or actions taken or to be taken with respect to any individual;
         however, appropriate corrective actions will be taken and those who are
         responsible will be disciplined or dismissed. A new UAP chief operating
         officer was appointed in August 2000 and a new UAP senior financial
         officer was appointed in October 2000.

13.      Are the accounting changes for the EITF's that you reported you were
         reviewing in your third quarter 10-Q reflected in the expected
         adjustments set forth in the press release?

         No, the expected restatements described in the press release do not
         reflect the adoption of these pronouncements. As previously reported,
         in conjunction with the adoption of the EITF pronouncements, the
         Company is assessing accounting policies potentially impacted by the
         new pronouncements as well as several other pending EITF issues.

14.      What law firm was retained by the Audit Committee as outside counsel?

         Gibson, Dunn & Crutcher LLP.


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