CONAGRA BRANDS INC. — Director's Dealing 2012

May 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2012-05-29

Reporting Person: MARSHALL RUTH ANN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-29	Restricted Stock Units	$0.00	A	4867	Acquired		Common Stock (4867)	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 29, 2013, 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.