CONAGRA BRANDS INC. — Director's Dealing 2004

Jul 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2004-07-09

Reporting Person: WALTER MICHAEL D (SR VP Commodity Procure)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-11	Common Stock	F	629	$27.52	Disposed	53321	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-09	Share Equivalent Units	$0	A	17766	Acquired	2009-05-31	Common Stock (17766)	Direct
2004-07-09	Share Equivalent Units	$0	A	17766	Acquired	2009-05-31	Common Stock (17766)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25578	Indirect

Footnotes

F1: To be settled on a 1-for-1 basis in common stock.

F2: To be settled on a 1-for-1 basis in cash.

F3: Share equivalent units vest on May 31, 2009, or earlier upon certain events.