Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Warner Joel Mark
 2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2006		 3. Issuer Name and Ticker or Trading Symbol
CONAGRA FOODS INC /DE/ [CAG]
(Last)
(First)
(Middle)
ONE CONAGRA DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President, Internal Audit
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

OMAHA, NE 68102		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 836
I
By 401-k Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right to buy)   (1) 07/08/2014 Common Stock 5,000 $ 27.52 D  
Options (right to buy)   (2) 07/24/2015 Common Stock 40,000 $ 23.14 D  
Share Equivalent Units   (3) 07/09/2007 Common Stock 2,500 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Warner Joel Mark
ONE CONAGRA DRIVE
OMAHA, NE 68102		       Vice President, Internal Audit  

Signatures

Joel Mark Warner 05/05/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Options become exercisable at 40% on May 29, 2005, 30% on May 28, 2006, and 30% on May 27, 2007.
(2) Options become exercisable at 40% on May 28, 2006, 30% on May 27, 2007, and 30% on May 25, 2008.
(3) Share equivalent units vest on July 9, 2007, or earlier upon certain events.

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