CONAGRA BRANDS INC. — Director's Dealing 2004

May 17, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2004-05-06

Reporting Person: PEREZ PETER M (Sr VP Human Resources)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25000	Direct
Common Stock	64	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (right to buy)	$26.17	2014-02-11	Common Stock (70000)		Direct

Footnotes

F1: Options become exercisable at 40% on February 12, 2005, 30% on February 12, 2006, and 30% on February 12, 2007.