CONAGRA BRANDS INC. — Director's Dealing 2003

Jul 30, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2003-07-28

Reporting Person: ODONNELL JAMES P (EVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-28	Common Stock	M	18000	$12.6875	Acquired	143457	Direct
2003-07-28	Common Stock	M	18000	$15.75	Acquired	161457	Direct
2003-07-28	Common Stock	F	28070	$23.25	Disposed	133387	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-28	Option (right to buy)	$12.6875	M	18000	Disposed	2003-09-22	Common Stock (18000)	Direct
2003-07-28	Option (right to buy)	$15.75	M	18000	Disposed	2004-09-21	Common Stock (18000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12	Indirect
Common Stock	20094	Indirect

Footnotes

F1: Options vested in 5 equal annual installments commencing 9-23-93.

F2: Options vested in 5 equal annual installments commencing 9-22-94.