CONAGRA BRANDS INC. — Director's Dealing 2011

Jun 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2011-05-31

Reporting Person: GOLDSTONE STEVEN F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-31	Restricted Stock Units	$0.00	A	15041	Acquired		Common Stock (15041)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28763	Direct

Footnotes

F1: Includes 313 additional shares acquired through the company dividend reinvestment plan on October 1, 2010, January 1, 2011, and April 1, 2011.

F2: Each restricted stock unit represents a contingent right to receive one share of common stock upon settlement.

F3: Restricted stock units vest on May 31, 2012, or earlier upon certain events. Once vested, these shares will be deferred into the company's directors' deferred compensation plan pursuant to the reporting person's standing election.