CONAGRA BRANDS INC. — Director's Dealing 2003

Oct 23, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2003-10-21

Reporting Person: BATCHELDER DAVID H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-21	Common Stock	P	548800	$24.04	Acquired	9436400	Indirect
2003-10-22	Common Stock	P	650000	$23.53	Acquired	10086400	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3600	Direct

Footnotes

F1: The reporting person is one of four Principals of Relational Investors, LLC (RILLC). RILLC is the sole general partner of Relational Investors, L.P. (3,697,719 shares), Relational Partners, L.P. (111,400 shares), Relational Fund Partners, L.P. (68,560 shares), RH Fund 1, L.P. (1,816,275 shares), RH Fund 2, L.P. (2,113,032 shares), RH Fund 4, L.P. (299,092 shares), RH Fund 6, L.P. (399,392 shares), RH Fund 7, L.P. (149,546 shares), Relational Coast Partners, L.P. (139,123 shares), and is the sole managing member of the general partner of Relational Investors III, L.P. (77,929 shares). An additional 1,214,332 shares are held in accounts managed by RILLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.