CONAGRA BRANDS INC. — Director's Dealing 2004

Aug 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2004-08-02

Reporting Person: GOSLEE DWIGHT J (EVP Strategic Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-02	Common Stock	M	15126	$15.75	Acquired	86448	Direct
2004-08-02	Common Stock	F	10964	$26.31	Disposed	75484	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-02	Option (right to buy)	$15.75	M	15126	Disposed	2004-09-21	Common Stock (15126)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	61138	Indirect
Common Stock	12363	Indirect

Footnotes

F1: Options vested in 5 equal annual installments commencing on 5-28-95.