CONAGRA BRANDS INC. — Director's Dealing 2004

Jun 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2004-05-30

Reporting Person: GOSLEE DWIGHT J (EVP Operations Control)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-30	Common Stock	M	5048	—	Acquired	72909	Direct
2004-05-30	Common Stock	F	1587	$28.12	Disposed	71322	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-30	Share Equivalent Units	$0	M	5048	Disposed	2004-05-30	Common Stock (5048)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	61138	Indirect
Common Stock	12253	Indirect

Footnotes

F1: Converts to common stock on a one-for-one basis.