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CONAGRA BRANDS INC. Director's Dealing 2012

Jan 4, 2012

30694_dirs_2012-01-04_2fd4f5ab-8832-40a3-b1ed-b9caeaeba9c2.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2012-01-03

Reporting Person: MARSHALL RUTH ANN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock	A	959	$26.40	Acquired	25594.159	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	750	Indirect

Footnotes

F1: These shares were acquired in connection with the Reporting Person's standing election to defer director's fees into the company's director's deferred compensation plan.

F2: Includes 192.159 additional shares acquired through dividend reinvestment.