CONAGRA BRANDS INC. — Director's Dealing 2005

Sep 23, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2005-09-22

Reporting Person: BATCHELDER DAVID H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-09-22	Common Stock	A	1800	—	Acquired	7200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-09-22	Options (right to buy)	$22.81	A	9000	Acquired	2015-09-21	Common Stock (9000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10741400	Indirect

Footnotes

F1: The reporting person is one of four Principals of Relational Investors, LLC (RILLC). RILLC is the sole general partner of Relational Investors, L.P. (3,697,719 shares), Relational Partners, L.P. (111,400 shares), Relational Fund Partners, L.P. (68,560 shares), RH Fund 1, L.P. (1,816,275 shares), RH Fund 2, L.P. (2,113,032 shares), RH Fund 4, L.P. (462,509 shares), RH Fund 6, L.P. (617,612 shares), RH Fund 7, L.P. (231,255 shares), Relational Coast Partners, L.P. (139,123 shares), and is the sole managing member of the general partner of Relational Investors III, L.P. (107,933 shares). An additional 1,375,982 shares are held in accounts managed by RILLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

F2: Other options previously reported.