CONAGRA BRANDS INC. — Director's Dealing 2003

May 28, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2003-05-25

Reporting Person: ROHDE BRUCE (Director, Chairman, CEO & President)

Footnotes

F1: Payment of tax liability on shares vesting on 5/25/03, Sunday, the Issuer's fiscal year-end.

F2: Additionally, 4,888 shares are held indirectly by 401(k) Trust.