CONAGRA BRANDS INC. — Director's Dealing 2011

May 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2011-05-08

Reporting Person: Linehan Patrick Douglas (SVP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-08	Common Stock	M	6000	$0.00	Acquired	14036	Direct
2011-05-08	Common Stock	F	1887	$25.17	Disposed	12149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-08	Share Equivalent Units	$0.00	M	6000	Disposed	2011-05-08	Common Stock (6000)	Direct

Footnotes

F1: Pursuant to the terms of the share equivalent unit agreement, the company deducted these shares from the total shares vested to satisfy statutory tax withholding amounts.

F2: The share equivalent units were granted on May 8, 2008 with a vesting date of May 8, 2011. Each unit represented the right to receive one share of company stock on the vesting date.