SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Verduin Patricia

(Last)

(First)

(Middle)

ONE CONAGRA DRIVE

(Street)

OMAHA

68102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2004

3. Issuer Name and Ticker or Trading Symbol
CONAGRA FOODS INC /DE/ [ CAG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Dir Ofc Prod Qual & Dev

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	683	I	By 401(k) Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Share Equivalent Units	⁽¹⁾	⁽⁷⁾	Common Stock	1,967	⁽²⁾	D
Share Equivalent Units	⁽³⁾	⁽⁷⁾	Common Stock	8,215	⁽²⁾	D
Deferral Interests	⁽⁴⁾	⁽⁷⁾	Common Stock	4,983	⁽⁴⁾	D
Options (right to buy)	⁽⁵⁾	09/26/2011	Common Stock	7,000	$22	D
Options (right to buy)	⁽⁶⁾	07/11/2012	Common Stock	7,868	$25.36	D

Explanation of Responses:

1. Share equivalent units vest on May 27, 2007, or earlier upon certain events.

2. 1-for-1.

3. Share equivalent units vest on May 25, 2008, or earlier upon certain events.

4. Accrued pursuant to deferred compensation plan; deferral interests convert to common stock on a one-for-one basis on employment termination or death.

5. Options exercisable at 20% per year beginning on September 27, 2001.

6. Options exercisable at 40% on July 12, 2003, 30% on July 12, 2004, and 30% on July 12, 2005.

7. Converted to common stock on a one-for-one basis on employment termination or death.

Remarks:

	David Pederson, Attorney-in-fact	05/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.