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: BAY MOGENS C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-31	Restricted Stock Units	$0.00	A	5014	Acquired		Common Stock (5014)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36100	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of common stock upon settlement.

F2: Restricted stock units vest on May 31, 2012, or earlier upon certain events.