CONAGRA BRANDS INC. — Director's Dealing 2006

Jul 14, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2006-07-13

Reporting Person: Warner Joel Mark (Vice President Internal Audit)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-07-13	Options (right to buy)	$22.00	A	35000	Acquired	2013-07-12	Common Stock (35000)	Direct
2006-07-13	Share Equivalent Units	$0	A	7000	Acquired	2009-05-31	Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	921	Indirect

Footnotes

F1: Options become exercisable at 40% on May 27, 2007, 30% on May 25, 2008, and 30% on May 31, 2009. Other options previously reported.

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

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