CONAGRA BRANDS INC. — Director's Dealing 2007

Jan 3, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2007-01-01

Reporting Person: HAYES ALICE B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-01-01	Common Stock	A	559	$27.00	Acquired	15795	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9000	Indirect

Footnotes

F1: These shares were acquired pursuant to the directors' deferred compensation plan.

F2: Since the reporting person's last report, she contributed the 9,000 shares previously owned directly into a trust for her benefit.