<SEC-DOCUMENT>0001209191-16-139782.txt : 20160902
<SEC-HEADER>0001209191-16-139782.hdr.sgml : 20160902
<ACCEPTANCE-DATETIME>20160902162819
ACCESSION NUMBER:		0001209191-16-139782
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20160829
FILED AS OF DATE:		20160902
DATE AS OF CHANGE:		20160902

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONAGRA FOODS INC /DE/
		CENTRAL INDEX KEY:			0000023217
		STANDARD INDUSTRIAL CLASSIFICATION:	FOOD & KINDRED PRODUCTS [2000]
		IRS NUMBER:				470248710
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531

	BUSINESS ADDRESS:	
		STREET 1:		222 W. MERCHANDISE MART PLAZA
		STREET 2:		SUITE 1300
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60654
		BUSINESS PHONE:		312-549-5000

	MAIL ADDRESS:	
		STREET 1:		222 W. MERCHANDISE MART PLAZA
		STREET 2:		SUITE 1300
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60654

	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

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MARBERGER DAVID S
		CENTRAL INDEX KEY:			0001235321

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07275
		FILM NUMBER:		161868986

	MAIL ADDRESS:	
		STREET 1:		C/O TASTY BAKING CO
		STREET 2:		2801 HUNTING PARK AVENUE
		CITY:			PHILADELPHIA
		STATE:			PA
		ZIP:			19129
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2016-08-29</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000023217</issuerCik>
        <issuerName>CONAGRA FOODS INC /DE/</issuerName>
        <issuerTradingSymbol>CAG</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001235321</rptOwnerCik>
            <rptOwnerName>MARBERGER DAVID S</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O CONAGRA FOODS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>222 W. MERCHANDISE MART PLAZA, STE 1300</rptOwnerStreet2>
            <rptOwnerCity>CHICAGO</rptOwnerCity>
            <rptOwnerState>IL</rptOwnerState>
            <rptOwnerZipCode>60654</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>EVP and CFO</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Restricted Stock Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>0.00</value>
                <footnoteId id="F2"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>10634</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Restricted stock units vest 50% on September 1, 2017 and 50% on September 1, 2018, or earlier upon certain events.</footnote>
        <footnote id="F2">Each restricted stock unit represents a contingent right to receive one share of ConAgra Foods common stock upon settlement.</footnote>
    </footnotes>

    <remarks>Power of Attorney is attached as exhibit 24</remarks>

    <ownerSignature>
        <signatureName>/s/ Christine Herbas, attorney-in-fact</signatureName>
        <signatureDate>2016-09-02</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.3_673782
<SEQUENCE>2
<FILENAME>poa.txt
<DESCRIPTION>POA DOCUMENT
<TEXT>
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints
each of Colleen Batcheler, Gabriela Gutierrez and Christine Herbas, or either of
them signing singly, and with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:

1.	prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934 or any rule or regulation of the SEC;

2.	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of ConAgra Foods, Inc. (the "Company"), Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
("Section 16") and the rules thereunder, and Form 144 ("Form 144") pursuant to
Rule 144 under the Securities Act of 1933 ("Rule 144") and the rules thereunder;

3.	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, 5, or
144, complete and execute any amendment or amendments thereto,  and timely file
such form with the SEC and any stock exchange or similar authority; and

4.	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this power of attorney and the rights and
powers herein granted.  The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 and Rule 144.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5, and 144 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22 day of August, 2016.


							/s/ David S. Marberger
								David S. Marberger

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