CONAGRA BRANDS INC. — Director's Dealing 2011

Sep 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2011-09-26

Reporting Person: Maass Paul T (President, Commercial)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-26	Common Stock	M	5000	$22.00	Acquired	14990	Direct
2011-09-26	Common Stock	S	4781	$23.895	Disposed	10209	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-26	Employee Stock Options (right to buy)	$22.00	M	5000	Disposed	2011-09-26	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4476	Indirect

Footnotes

F1: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of a stock option that was scheduled to expire on September 26, 2011.

F2: 40% became exercisable on 9/27/2002, 30% became exercisable on 9/27/2003, 30% became exercisable on 9/27/2004.