CONAGRA BRANDS INC. — Director's Dealing 2008

May 28, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2008-05-25

Reporting Person: MESSEL SCOTT E (SVP Treasurer & Asst Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-25	Common Stock	M	9804	—	Acquired	23707	Direct
2008-05-25	Common Stock	D	9804	$23.38	Disposed	13903	Direct
2008-05-25	Common Stock	M	8215	—	Acquired	22118	Direct
2008-05-25	Common Stock	F	2584	$23.38	Disposed	19534	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-25	Share Equivalent Units	$0	M	8215	Disposed	2008-05-25	Common Stock (8215)	Direct
2008-05-25	Share Equivalent Units	$0	M	9804	Disposed	2008-05-25	Common Stock (9804)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2826	Indirect

Footnotes

F1: The share equivalent units were granted on July 11, 2003, with a vesting date of May 25, 2008. Each unit represented the right to receive one share of company stock on the vesting date.

F2: The share equivalent units were granted on July 11, 2003, with a vesting date of May 25, 2008, and include units from dividend equivalent reinvestment. Each unit was settled on a one-for-one basis in cash on the vesting date.