SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended May 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
CONAGRA RETIREMENT INCOME SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office
CONAGRA, INC.
ONE CONAGRA DRIVE
OMAHA, NEBRASKA 68102
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Pursuant to instruction E of Form 11-K, Plan financial statements and
schedules have been filed in paper under cover of Form SE.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the ConAgra Employee Benefits Committee have
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONAGRA RETIREMENT INCOME SAVINGS PLAN
(Name of Plan)
November 21, 1994 GERALD B. VERNON
Date ____________________ By __________________________________
Gerald B. Vernon
Chairman, ConAgra Employee Benefits
Committee
<PAGE>
EXHIBIT I
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No. 2-96891, 2-81244, 33-15815, 33-28079, 33-48295 and
33-50113 on Form S-8 of our report dated November 15, 1994 which
appears on Page 1 in this Annual Report on Form 11-K, on the
financial statements of the ConAgra Retirement Income Savings
Plan appearing on pages 2 through 16 in this Annual Report on
Form 11-K for the year ended May 31, 1994.
DELOITTE & TOUCHE
_________________
DELOITTE & TOUCHE
Omaha, Nebraska
November 21, 1994
