CONAGRA BRANDS INC. — Director's Dealing 2004

Jul 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2004-07-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-16	Common Stock	A	368.3	$27.15	Acquired	225598.99	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5826	Indirect

Footnotes

F1: Acquired pursuant to deferred compensation plan.