CONAGRA BRANDS INC. — Director's Dealing 2007

May 30, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2007-05-27

Reporting Person: KLINEFELTER CHRIS WRIGHT (VP Investor Relations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-27	Common Stock	M	6345	—	Acquired	6779	Direct
2007-05-27	Common Stock	F	1995	$25.66	Disposed	4784	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-27	Share Equivalent Units	$0	M	6345	Disposed	2007-05-27	Common Stock (6345)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1219	Indirect

Footnotes

F1: The share equivalent units were granted on July 12, 2002, with a vesting date of May 27, 2007. Each unit represented the right to receive one share of the company's common stock on the vesting date