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<SEC-DOCUMENT>0000900440-03-000057.txt : 20031124
<SEC-HEADER>0000900440-03-000057.hdr.sgml : 20031124
<ACCEPTANCE-DATETIME>20031124171652
ACCESSION NUMBER:		0000900440-03-000057
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20031124
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20031124

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:		1934 Act
		SEC FILE NUMBER:	001-07275
		FILM NUMBER:		031021278

	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>cag8k.txt
<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


                                November 24, 2003
                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 November 24, 2003, ConAgra Foods, Inc. issued press releases
announcing the closing of the sale of its chicken processing business and the
closing of the sale of United Agri Products, its U.S. and Canadian crop inputs
business. The press releases are attached as exhibits 99.1 and 99.2 and a
related Q&A, posted on ConAgra Foods' website, is attached as exhibit 99.3. The
press releases and Q&A are incorporated by reference.

Item 7(c).  Exhibits.

99.1     Press release dated November 24, 2003 re: sale of ConAgra Foods'
         chicken processing business

99.2     Press release dated November 24, 2003 re: sale of United Agri Products,
         ConAgra Foods' U.S. and Canadian crop inputs business

99.3     Questions and Answers



<PAGE>



                                   SIGNATURES


         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.


Date:  November 24, 2003                 By:   /s/ J.P. O'Donnell
                                            ----------------------------
                                         Name: J.P. O'Donnell
                                         Title:   Executive Vice President,
                                                    Chief Financial Officer and
                                                    Corporate Secretary



<PAGE>


                                  EXHIBIT INDEX


Exhibit                    Description

99.1     Press release dated November 24, 2003 re: sale of ConAgra Foods'
         chicken processing business.......................................

99.2     Press release dated November 24, 2003 re: sale of United Agri
         Products, ConAgra Foods' U.S. and Canadian crop inputs business...

99.3     Questions and Answers.............................................




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>chickenpressrel.txt
<TEXT>
                                                           FOR IMMEDIATE RELEASE

CONAGRA FOODS COMPLETES THE SALE OF CHICKEN PROCESSING BUSINESS


OMAHA, Neb., Nov. 24, 2003-- Today ConAgra Foods, Inc. (NYSE: CAG), home of many
famous consumer food brands,  completed the previously announced  divestiture of
its chicken processing business to Pilgrim's Pride (NYSE: PPC). This divestiture
is part of ConAgra  Foods' ongoing plan to reshape its portfolio to focus on its
branded and value-added food businesses.

Transaction Details

For its chicken business, ConAgra Foods received:

     o    $300 million in cash, and

     o    More than 25 million shares of Pilgrim's Pride stock. The marketing of
          these shares is subject to an agreement in which one-third can be sold
          one year  after  closing,  another  third can be sold two years  after
          closing and the remaining third can be sold three years after closing.

The sale price was based on the $545 million book value of the chicken  business
at the time of closing.  ConAgra  Foods noted that the cash  portion of the sale
price was greater  than it  originally  estimated,  and it is  providing no debt
financing as part of this deal.

<PAGE>


Bruce Rohde,  chairman and chief executive officer of ConAgra Foods,  commented,
"This  closing  represents  another  important  step to improve the strength and
consistency  of our  earnings  by  focusing on  businesses  with  higher  margin
opportunities."

Additional    details    regarding   this   announcement   are   posted   in   a
question-and-answer    document    located   on   the    company's   Web   site,
www.conagrafoods.com, in the Investor's section.

ConAgra Foods,  Inc. (NYSE: CAG) is one of North America's largest packaged food
companies,  serving consumer grocery retailers, as well as restaurants and other
foodservice  establishments.  Popular ConAgra Foods consumer brands include: ACT
II, Armour,  Banquet,  Blue Bonnet, Brown `N Serve,  Butterball,  Chef Boyardee,
Cook's,  Crunch 'n Munch, DAVID, Decker,  Eckrich,  Egg Beaters,  Fleischmann's,
Gulden's,  Healthy Choice, Hebrew National,  Hunt's, Kid Cuisine,  Knott's Berry
Farm, La Choy, Lamb Weston, Libby's,  Lightlife,  Louis Kemp, Lunch Makers, MaMa
Rosa's,  Marie  Callender's,   Manwich,  Orville  Redenbacher's,   PAM,  Parkay,
Pemmican,  Peter Pan, Reddi-wip,  Rosarita,  Ro*Tel, Slim Jim, Snack Pack, Swiss
Miss, Van Camp's,  Wesson,  Wolf, and many others. For more information,  please
visit us at www.conagrafoods.com.

Note on Forward-Looking Statements:

This news release contains  "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.  Future  economic  circumstances,
industry conditions, company performance and financial results, availability and
prices of raw materials,  product pricing,  competitive  environment and related
market  conditions,  operating  efficiencies,  access  to  capital,  actions  of
governments and regulatory factors affecting the company's  businesses and other
risks described in the company's  reports filed with the Securities and Exchange
Commission  are  examples  of factors,  among  others,  that could cause  actual
results  to  differ  materially  from  those  described  in the  forward-looking
statements.  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>4
<FILENAME>uappressrel.txt
<TEXT>
                                                           FOR IMMEDIATE RELEASE


CONAGRA FOODS COMPLETES THE SALE OF UNITED AGRI PRODUCTS

Divestitures Complete Strategic Reshaping of Company; Major Milestone
Accomplished

OMAHA, Neb., November 24, 2003 -- Today ConAgra Foods, Inc. (NYSE: CAG), home of
many famous consumer food brands, completed the previously announced divestiture
of United Agri Products (UAP),  its U.S. and Canadian crop inputs  business,  to
Apollo Management,  L.P. This divestiture  completes the strategic  reshaping of
ConAgra Foods into a branded and value-added packaged foods company.

Transaction Details

For United Agri Products, ConAgra Foods received:

     o    $500 million in cash, and

     o    $60 million in the form of preferred securities.

ConAgra  Foods  expects to receive an  additional  $50  million in cash upon the
completion of the final closing balance sheet within the next few months.

Earlier today, ConAgra Foods announced that it had also completed the previously
announced  divestiture  of its chicken  processing  business to Pilgrim's  Pride
(NYSE:  PPC).  Additional  details  regarding this  announcement are posted in a
question-and-answer    document    located   on   the    company's   Web   site,
www.conagrafoods.com, in the Investor's section.

<PAGE>

ConAgra Foods undertook a series of strategic initiatives to reshape the company
to focus on  branded  and  value-added  foods.  Through  a series  of  strategic
portfolio  changes that include the  divestiture of fresh beef, pork and chicken
processing operations, a canned seafood business,  cheese processing businesses,
a  crop  inputs  distribution  business  and  other  smaller  commodity-oriented
businesses,  along with the acquisition of many popular brands,  the company has
concentrated its capital in branded and value-added foods. Today the company has
over 40  favorite  brands  that  serve  consumer  grocery  retailers  as well as
restaurants and other foodservice establishments.

Bruce Rohde,  chairman and chief executive officer of ConAgra Foods,  commented,
"These divestitures complete the strategic reshaping of the company and mark the
beginning  of a new era for  ConAgra  Foods.  ConAgra  Foods  has now  become  a
packaged  food  company with many of America's  favorite  food brands,  and with
higher margin businesses than it had just a few short years ago."

ConAgra Foods,  Inc. (NYSE: CAG) is one of North America's largest packaged food
companies,  serving consumer grocery retailers, as well as restaurants and other
foodservice  establishments.  Popular ConAgra Foods consumer brands include: ACT
II, Armour,  Banquet,  Blue Bonnet, Brown `N Serve,  Butterball,  Chef Boyardee,
Cook's,  Crunch 'n Munch, DAVID, Decker,  Eckrich,  Egg Beaters,  Fleischmann's,
Gulden's,  Healthy Choice, Hebrew National,  Hunt's, Kid Cuisine,  Knott's Berry
Farm, La Choy, Lamb Weston, Libby's,  Lightlife,  Louis Kemp, Lunch Makers, MaMa
Rosa's,  Marie  Callender's,   Manwich,  Orville  Redenbacher's,   PAM,  Parkay,
Pemmican,  Peter Pan, Reddi-wip,  Rosarita,  Ro*Tel, Slim Jim, Snack Pack, Swiss
Miss, Van Camp's,  Wesson,  Wolf, and many others. For more information,  please
visit us at www.conagrafoods.com.

Note on Forward-Looking Statements:

This news release contains  "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.  Future  economic  circumstances,
industry conditions, company performance and financial results, availability and
prices of raw materials,  product pricing,  competitive  environment and related
market  conditions,  operating  efficiencies,  access  to  capital,  actions  of
governments and regulatory factors affecting the company's  businesses and other
risks described in the company's  reports filed with the Securities and Exchange
Commission are

<PAGE>


examples of factors,  among  others,  that could cause actual  results to differ
materially from those described in the forward-looking  statements.  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-99.3
<SEQUENCE>5
<FILENAME>qanda.txt
<TEXT>
November 24, 2003 Q&A
Deal Closings

     1.   How do today's announcements fit with the company's overall strategy?

          Today's divestiture announcements regarding the chicken processing and
          crop inputs  businesses  represent  the  successful  completion of the
          company's  strategy to favorably reshape its portfolio.  ConAgra Foods
          indicated  that it would  alter  its  portfolio  to focus on  branded,
          value-added  food  opportunities  with strong profit  margins,  strong
          returns on  capital,  and solid  growth  opportunities.  With  today's
          announcements, those portfolio changes are now complete.

          o    ConAgra  Foods has reshaped its  portfolio  over the last several
               years  through  strategic  acquisitions  of  brands  as  well  as
               divestitures of commodity-oriented businesses.

          o    With over 40  favorite  and famous  brands  that  serve  consumer
               grocery  retailers as well as restaurants  and other  foodservice
               establishments,  ConAgra  Foods is working on becoming  America's
               Favorite Food Company.

          o    Other recent strategic divestitures toward this goal of portfolio
               change have  included  divesting the fresh beef and pork business
               (September  2002),  divesting  the canned  seafood  business (May
               2003), and divesting  significant cheese operations over the last
               24 months  (most  recently  blue  cheese and cream  cheese in May
               2003).

     2.   The purchase price of the chicken processing business is based on book
          value  as  of  the  closing  date,  estimated  at  $545  million.  The
          consideration  received  of $300  million  in cash plus the 25 million
          Pilgrim's  shares (at Friday's  closing price of $14.39)  appear to be
          worth more than $545 million. Why the difference?

          The Pilgrim's  Pride shares that ConAgra Foods received were valued at
          $245 million for the purpose of this deal; the number of shares issued
          was determined by an average  trading price  established  over several
          months,  as opposed to the  trading  value on the  closing  date.  The
          trading price of Pilgrim's  Pride stock has increased  since this deal
          was originally  announced.  The actual value realized by ConAgra Foods
          won't be known until these shares are sold  pursuant to our  agreement
          with Pilgrim's Pride.

     3.   What is the agreement  regarding  ConAgra Foods' sale of the Pilgrim's
          Pride shares received in the  transaction?

          After a year following the  transaction,  ConAgra Foods may dispose of
          up to 1/3 of the shares in any given year; however,  ConAgra Foods may
          dispose of more than this in any given year through  mutual  agreement
          with the Pilgrim's Pride board.

          After the shares are registered for resale, ConAgra Foods expects to
          reduce its ownership level of Pilgrim's Pride over time, based on
          market conditions. The registration for resale is expected to occur
          within 1 year from the closing of the transaction.

     4.   Will ConAgra Foods account for the Pilgrim's Pride shares using equity
          method accounting?

          No. Any portion of the shares,  which are eligible for resale within 1
          year,  will be accounted for as securities  held for resale.  When the
          eligibility  for  resale is  greater  than 1 year  away,  they will be
          accounted  for using the cost  method of  accounting.

     5.   Where is the chicken  business  currently  reported in ConAgra  Foods'
          financial  results?

          It's currently part of  Discontinued  Operations.  Prior to the fourth
          quarter 2003, it was part of the Meat Processing reporting segment.


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