UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                 March 23, 2006
                Date of report (Date of earliest event reported)

                               ConAgra Foods, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

        1-7275                                          47-0248710
(Commission File Number)                      (IRS Employer Identification No.)

          One ConAgra Drive
              Omaha, NE                                  68102
(Address of Principal Executive Offices)               (Zip Code)

                                 (402) 595-4000
                         (Registrant's Telephone Number,
                              Including Area Code)


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          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







Item 2.02.  Results of Operations and Financial Condition

     ConAgra Foods, Inc. issued a press release and posted a Q&A document on the
company's  website on March 23, 2006 with earnings  information on the company's
third  quarter  ended  February 26, 2006.  The press release and related Q&A are
furnished with this Form 8-K as exhibits 99.1 and 99.2, respectively.







                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       CONAGRA FOODS, INC.


Date:  March 23, 2006                  By:  /s/ Frank S. Sklarsky
                                          ------------------------------------
                                          Name:   Frank S. Sklarsky
                                          Title:  Executive Vice President,
                                                   Chief Financial Officer






                                  EXHIBIT INDEX


Exhibit                    Description                                Page No.

99.1     Press release dated March 23, 2006.............................

99.2     Questions and Answers..........................................