CONAGRA INC /DE/, 10-K, 1994-08-26

CONAGRA INC /DE/
10-K, 1994-08-26
MEAT PACKING PLANTS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
One) OF THE SECURITIES EXCHANGE ACT OF 1934
X (FEE REQUIRED)

For the fiscal year ended May 29, 1994

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period
from to

Commission File No. 1-7275

CONAGRA, INC.

(Exact name of registrant, as specified in charter)

A Delaware Corporation 47-0248710
(State of Incorporation) (I.R.S. Employer's
Number)

One ConAgra Drive
Omaha, Nebraska 68102-5001
(Address of principal executive office) (Zip Code)

Registrant's telephone number,
including area code (402) 595-4000

Securities Registered Pursuant to Section 12 (b) of the Act:

Name of Exchange on
Title of Each Class Which Registered
- ------------------- -------------------
Common Stock, $5.00 par value New York Stock
Exchange
Preferred Stock Class E,
Series 1, $25 Par Value New York Stock
Exchange

Securities Registered Pursuant to Section 12 (g) of the Act:
- -----------------------------------------------------------
Preferred Stock Class D, without par value

Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. _____

At August 5, 1994, 248,114,962 common shares were outstanding.
The aggregate market value of the voting stock (including
common stock, $2.50 Class D Preferred Stock, and $25 Class E
Preferred Stock) of ConAgra, Inc. held by non-affiliates on
August 5, 1994 was approximately $7,856,362,302.

Documents incorporated by reference are listed on page 2.

Documents Incorporated by Reference

1. Portions of the Registrant's Annual Report to
Stockholders for the fiscal year ended May 29, 1994, are
incorporated into Parts I, II and IV.

2. Portions of the Registrant's definitive Proxy Statement
filed for Registrant's 1994 Annual Meeting of Stockholders are
incorporated into Part III.

PART I

ITEM 1. BUSINESS

a) General Development of Business

Nebraska Consolidated Mills Company, which was originally
incorporated in Nebraska on September 29, 1919, changed
its name to ConAgra, Inc. ("ConAgra" or the "Company") on
February 25, 1971, and since December 5, 1975, has been
incorporated in Delaware.

The information set forth in Note 2 "Business
Combinations" on page 40 of the Company's 1994 Annual
Report to Stockholders is incorporated herein by
reference.

b) Financial Information About Industry Segments

The Company's businesses are classified into three
industry segments: Agri-Products, Trading and
Processing, and Prepared Foods. The contributions of
each industry segment to net sales and operating profit,
and the identifiable assets attributable to each industry
segment set forth in Note 18 "Business Segments" on page
47 of the Company's 1994 Annual Report to Stockholders
are incorporated herein by reference.

c) Narrative Description of Business

The information set forth in the "Business Review" on
pages 6 through 21 of the Company's 1994 Annual Report to
Stockholders is incorporated herein by reference.

The following comments pertain to the Company as a whole.

ConAgra operates "across the food chain," from basic
agricultural inputs to production and sale of branded
consumer products. As a result, ConAgra uses many
different raw materials, the bulk of which are
commodities. Raw materials are generally available from
several different sources and ConAgra presently believes
that it can obtain these as needed.

Commodities are subject to price fluctuations which
create "price risk." Generally, it is ConAgra's intent
to hedge commodities in order to mitigate this price
risk. While this may tend to limit the Company's ability
to participate in gains from commodity price
fluctuations, it also tends to reduce the risk of loss
from changes in commodity prices.

Commodity price risk can be hedged by selling the end
product at acceptable fixed prices to credit worthy
customers, or by selling offsetting futures or options
contracts on established commodity exchanges. The
particular hedging methods employed by ConAgra depend on
a number of factors, including availability of
appropriate derivative contracts. At May 29, 1994, 25%
of ConAgra's total inventory was classified as "Hedged
Commodity Inventory."

ConAgra's Board of Directors has established policies
which limit the amount of unhedged commodity inventory
permissible for each of ConAgra's independent operating
companies. Processing company limits are expressed in
terms of weeks of commodity usage. Trading businesses
are generally limited to a dollar risk exposure stated in
relation to equity capital.

ITEM 1. BUSINESS CONTINUED

c) Narrative Description of Business (continued)

ConAgra monitor's its commodity positions on a daily
basis through the use of a company-wide computer system.
This system compares commodity positions with unhedged
commodity limits established for its independent
operating companies. The Senior Vice President and Risk
Officer monitors these positions and reports compliance
to the Board of Directors. The Company's independent
auditors also review compliance with this system and
report annually to the Audit Committee of the Board of
Directors. ConAgra's total unhedged positions were well
below established corporate limits for each of the three
fiscal years ended May 29, 1994.

Each business is highly competitive. Many companies
compete in one or more of the markets served by ConAgra,
some of which have greater sales and assets than ConAgra.

Quality control processes at principal manufacturing
places emphasize applied research and technical services
directed at product improvement and quality control. In
addition, the Prepared Foods segment conducts research
activities related to the development of new products.

Many of ConAgra's facilities and products are subject to
various laws and regulations administered by the United
States Department of Agriculture, the Federal Food and
Drug Administration, and other federal, state, local and
foreign governmental agencies relating to the quality of
products, sanitation, safety and environmental control.
The Company believes that it complies with such laws and
regulations in all material respects, and that continued
compliance with such regulations will not have a material
effect upon capital expenditures, earnings or the
competitive position of the Company.

ConAgra and its subsidiaries have more than 87,000
employees, primarily in the United States.

d) Foreign Operations

The information set forth in the "Business Review" on
pages 6 through 21 of the Company's 1994 Annual Report to
stockholders is incorporated herein by reference. The
Company is not engaged in material operations in foreign
countries, nor are material portions of sales or revenues
derived from customers in foreign countries.

ITEM 2. PROPERTIES

The Company's corporate headquarters are located in
Omaha, Nebraska. The headquarters and principal operating
locations of each business are set forth on the following list
of "ConAgra Locations".

The Company maintains a number of distribution
facilities, in addition to distribution facilities and
warehouse space available at substantially all of its
manufacturing facilities.

Utilization of manufacturing capacity varies by type of
product manufactured, plant and week. In general, ConAgra
operates most of its manufacturing facilities in excess of 80%
of standard industry capacity. Standards vary by industry
from 40 hours per week to 144 hours per week.

Most principal manufacturing facilities are held in fee.
However, certain parcels of land, machinery and buildings, and
substantially all of ConAgra's transportation equipment used
in its processing and merchandising operations, including
covered rail hopper cars and river barges, are leased.

ConAgra Locations

CONAGRA AGRI-PRODUCTS COMPANIES
Headquarters in Greeley, Colorado.

United Agri Products Companies
Headquarters in Greeley, Colorado.
Over 325 field sales, administration, warehouse, rail,
formulation and joint venture locations in 44 states, Canada,
United Kingdom, Mexico and Chile. Businesses are involved
with crop protection products, seed, liquid and dry fertilizer
operations and one terminal facility.

ConAgra Retail Companies
Headquarters in Grand Island, Nebraska.
One hundred-seven stores under the Country General, Wheelers,
S&S, Sandvig's, Anfinson's, and Peavey Ranch and Home names in
nine central states and California; Ninety-seven stores under
the Northwest Fabrics and Crafts, and Rainbow Bay Crafts names
operating in 25 states. Dyno Merchandising Corporation
manufacturing and distribution facilities in Florida and
Virginia. Eight stores under the Wheelers Town & Country and
Security Feed & Seed names operating in Georgia and Florida.

CONAGRA DIVERSIFIED PRODUCTS COMPANIES
Headquarters in Edina, Minnesota

Arrow Industries, Inc.
Headquarters in Carrollton, Texas
Eight plants in Texas, Tennessee, Arkansas and Georgia; eight
charcoal kilns in Texas, Oklahoma, Louisiana and Arkansas.

ConAgra Pet Products Company
Headquarters in Omaha, Nebraska.
Manufacturing operations and distribution centers in Nebraska,
Virginia, and Canada.

ConAgra Shrimp Companies/Singleton Seafood Company
Headquarters in Tampa, Florida.
Main processing plant in Florida; waterfront unloading
facilities and processing and freezing operations in
Louisiana; sales offices in Florida and Louisiana.

O'Donnell-Usen U.S.A.
Headquarters in Tampa, Florida
Processing facilities in Tampa, Florida.

Golden Valley Microwave Foods, Inc.
Headquarters in Edina, Minnesota.
Eight plants in Illinois, Indiana, Iowa, Minnesota, Ohio and
Washington. Popcorn storage warehouse in Nebraska, product
development facility in Eden Prairie, Minnesota and microwave
packaging production facility in Maple Grove, Minnesota.

Lamb-Weston, Inc.
Headquarters in Kennewick, Washington.
Nine plants in Idaho, Oregon, Washington Minnesota and the
Netherlands. Product development facility in Richland,
Washington. Export sales office in Portland, Oregon.

Trident Seafoods Corporation
(50-percent owned)
Headquarters in Seattle, Washington.
Five plants in Alaska and two in Washington. One catcher
processor and seven floating processors in the Bering Sea and
North Pacific Ocean.
Hyman Foods Limited
A processed meat plant in the United Kingdom.

CONAGRA GROCERY PRODUCTS COMPANIES

ConAgra Frozen Foods
Headquarters in Omaha, Nebraska.
Seven plants in Arkansas, Iowa, Missouri and Virginia. Two
broiler growing and processing complexes in Arkansas. Product
development facility in Omaha.

Hunt-Wesson, Inc.
Headquarters in Fullerton, California.
Product development facility in Fullerton. Facilities include
21 manufacturing plants, 14 distribution and customer service
centers and 38 grocery and foodservice sales offices in 24
states and Canada serving:

ConAgra Grocery Products Companies International

Hunt Foods Company

Hunt-Wesson Foodservice Sales Company

Hunt-Wesson Grocery Products Sales Company

Orville Redenbacher/Swiss Miss Foods Company

LaChoy/Rosarita Foods Company

Wesson/Peter Pan Foods Company

CONAGRA MEAT PRODUCTS COMPANIES
Headquarters in Downers Grove, Illinois.

Armour Swift-Eckrich
Headquarters in Downers Grove, Illinois.
Product development facility in Downers Grove and 28 plants in
20 states, processed meat plants in France, Portugal and
Panama, and a food distribution center in Puerto Rico, serving
- --

Armour Swift-Eckrich Processed Meats Company

Butterball Turkey Company

National Foods, Inc.

ConAgra Consumer Direct
Headquarters in Burr Ridge, Illinois

Beatrice Cheese Company
Headquarters in Waukesha, Wisconsin.
Twenty facilities located in 12 states include natural and
processed cheese manufacturing, direct and indirect retail and
foodservice sales and cheese importing and aerosol.

Australia Meat Holdings
Headquarters in Dinmore, Australia
Fourteen plants and feedlots in Australia.

Cook Family Foods, Ltd.
Headquarters in Lincoln, Nebraska.
Two plants in Nebraska and Kentucky.

Monfort Pork Company
Headquarters in Greeley, Colorado.
Three plants in Iowa, Minnesota and Kentucky.

ConAgra Red Meat Companies
Headquarters in Greeley, Colorado.

ConAgra Fresh Meats Company
Headquarters in Greeley, Colorado.
Three plants in Idaho, Nebraska and Alabama.

E.A. Miller Inc.
Headquarters in Hyrum, Utah.
Processing facilities in Utah and a feedlot in Idaho.

Mapelli Food Distribution Co.
Headquarters in Greeley, Colorado.
Forty-two sales and distribution branches in 26 states.

Monfort Finance Company
Headquarters in Greeley, Colorado.

Monfort, Inc.
Headquarters in Greeley, Colorado.
Eleven plants in Colorado, Iowa, Kansas, Kentucky,
Minnesota, Missouri, Nebraska and Texas. Three feedlots
in Colorado.

CONAGRA POULTRY COMPANY
Headquarters in El Dorado, Arkansas.

ConAgra Broiler Company
Headquarters in El Dorado, Arkansas.
Ten broiler growing and processing divisions in Alabama,
Arkansas, Delaware, Georgia, Louisiana, Maryland and Puerto
Rico.

Mott's & Foodservice
Headquarters in Birmingham, Alabama.
Two poultry processing plants in Kentucky and Mississippi.
Four further processing plants in Georgia, Alabama, Tennessee
and Louisiana.

Professional Food Systems
Headquarters in El Dorado, Arkansas.
Twenty-three sales and distribution units in 13 states.

Country Skillet Catfish Company
Headquarters in Isola, Mississippi.
Processing operations (50-percent owned) in Isola and Belzoni,
Mississippi.

ConAgra Asia-Pacific
Headquarters in Singapore.
Trading offices in Hong Kong, Singapore, Minneapolis and
Australia.

CONAGRA TRADING & PROCESSING COMPANIES
Headquarters in Omaha, Nebraska.

ConAgra Flour Milling Company
Headquarters in Omaha, Nebraska.
Twenty-six flour mills in 14 states. Eight country elevators
in South Dakota. Branded and private label flour, mixes and
cornmeal products produced at plants in Alabama, Colorado and
Texas. Seven joint venture flour mills, three in the U.S. and
four in Canada.

ConAgra Feed Company
Headquarters in Augusta, Georgia.
Three feed mills in three states.

ConAgra Feed Ingredient Merchandising Company
Headquarters in Omaha, Nebraska.
Merchandising offices in Arizona and Nebraska.
Feed ingredient merchandising office in Omaha, Nebraska.
Protein trading operation in Bremen, Germany.

Molinos de Puerto Rico
Headquarters in San Juan, Puerto Rico.
Three feed plants, a flour mill and a dry corn mill in Puerto
Rico.

ConAgra Europe
Headquarters in Brussels, Belgium
Poultry and animal feed plants in Portugal and Spain.

ConAgra Specialty Grain Products Company
Headquarters in Omaha, Nebraska.
Three oat mills and one dry corn mill in three states, Canada
and the United Kingdom. Six barley malting facilities in
Australia and one in the United Kingdom. One wheat flour
tortilla processing plant in Nebraska. Corn processing
operation in Bremen, Germany.

ConAgra Trading Companies
Headquarters in Minneapolis, Minnesota.
International trading offices in 15 countries, doing business
as Blue Ribbon Energy Co., Camerican International, ConAgra
Grain Companies, ConAgra International Fertilizer Co., ConAgra
Wool Ltd., CTC, Peavey Grain Company and Petrosul. Wool
processing plants and trading offices in Australia; a 20-state
U.S. network of Peavey Grain merchandising offices and over 90
elevators plus river loading facilities, export elevators and
barges; over 50 Klein-Berger Company facilities processing and
packaging beans in nine states, South America and the United
Kingdom and seven facilities processing dried fruit and nuts
in California, The Netherlands and the United Kingdom; U.S.
fertilizer sales office and six international trading offices;
and Petrosul sulfur processing facilities in Canada.

Geldermann, Inc.
Headquarters in Chicago, Illinois.
More than 100 commodity futures brokerage offices, agencies
and introducing brokers in the U.S., Canada and Europe.

United Specialty Food Ingredients Companies
Headquarters in Omaha, Nebraska.
Two dehydrated food ingredients plants and a research and
development facility in Kentucky. A dehydrated food
ingredients plant and animal feed ingredients plant in
Minnesota. A spice plant and research and development
facility in Illinois and seasonings plants in Massachusetts,
Michigan and New Jersey, with support research and development
facility in New Jersey. A flavorings plant in New Jersey.
Food Ingredients distribution business headquartered in Iowa
with distribution centers in Texas and Colorado. Four
capsicum chili products plants located in California and New
Mexico, with a research and development facility in
California. A specialty marketing business headquartered in
Wisconsin, with processed egg sales office in Mississippi, and
food oils business headquartered in Texas.

ITEM 3. LEGAL PROCEEDINGS

With respect to operations of the Company excluding the
transaction discussed below, there was no litigation at May
29, 1994 which, in the opinion of management, would have a
material adverse effect on the financial position of the
Company.

On August 14, 1990, ConAgra acquired Beatrice Company.
The Beatrice businesses and its former subsidiaries
(Subsidiaries) are engaged in various litigation proceedings
incident to their respective businesses and in various
environmental and other matters. Beatrice and various of its
Subsidiaries have agreed to indemnify divested businesses or
the purchasers thereof for various legal proceedings and tax
matters. The federal income tax returns of Beatrice and its
predecessors for the fiscal years ended 1985 through 1987 have
been audited by the Internal Revenue Service and a report has
been issued. The findings contained in the examining agent's
report have been timely protested and negotiations with the
Appellate Division of the Internal Revenue Service are under
way in an attempt to resolve disputed items. Disputed items
being negotiated with the Appellate Division of the Internal
Revenue Service include proposed deficiencies relating to
previously filed carryback claims to fiscal years ended prior
to 1985 (principally fiscal years ended 1982 through 1984).
Additionally, the federal income tax returns of Beatrice and
its consolidated Subsidiaries for the fiscal years ended 1988
and 1989 have been audited by the Internal Revenue Service and
a report has been issued. Management intends to protest the
unagreed findings of the examining agent's report and to
negotiate disputed items with the Appellate Division of the
Internal Revenue Service. Various state tax authorities are
also examining tax returns of Beatrice and its predecessors
for prior taxable years, including, in the case of one state,
years back to fiscal 1978. It is expected that additional
claims will be asserted for additional taxes. It is not
possible at this time to determine the ultimate liabilities
that may arise from these matters which at any given point in
time will be at various stages of administrative and legal
proceedings and will aggregate hundreds of millions of
dollars. Substantial reserves for these matters have been
established and are reflected as liabilities on the
Subsidiaries' balance sheets. The liabilities include accrued
interest on the tax claims. After taking into account
liabilities that have been recorded and payments made,
management is of the opinion that the disposition of the above
matters will not have a material adverse effect on ConAgra's
financial condition, results of operations or liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

Year
Present Assumed
Name Title & Capacity Age Office

Philip B. Fletcher Chairman of the
Board and Chief
Executive Officer 61 1993

Albert J. Crosson President and
Chief Operating
Officer, ConAgra
Grocery Products
Companies 63 1993

Kenneth W. DiFonzo Vice President and
Controller 42 1994

Dwight J. Goslee Senior Vice
President and
Chief Information
Officer 44 1994

George R. Haefner Chairman, ConAgra
Poultry Company 61 1993

Stephen L. Key Executive Vice
President and
Chief Financial
Officer 51 1992

Leroy O. Lochmann President and
Chief Operating
Officer, ConAgra
Meat Products
Companies 59 1993

Thomas L. Manuel President and
Chief Operating
Officer, ConAgra
Trading and
Processing
Companies 47 1994

Floyd McKinnerney President and
Chief Operating
Officer, ConAgra
Agri-Products
Companies 57 1987

Richard L. Monfort President and
Chief Operating
Officer, ConAgra
Red Meat Companies
and Executive
Vice President,
ConAgra Meat
Products Companies 40 1989

T. Truxton Morrison Chairman, ConAgra
International 56 1994

L. B. Thomas Senior Vice
President,
Corporate
Secretary and
Risk Officer 58 1993

Gerald B. Vernon Senior Vice
President,
Human Resources 53 1990

James D. Watkins President and
Chief Operating
Officer, ConAgra
Diversified
Products Companies 46 1993

David R. Willensky Senior Vice
President,
Corporate Planning
and Development 43 1994

Robert Womack President and
Chief Operating
Officer, ConAgra
Poultry Company 54 1993

The foregoing have held management positions with ConAgra
for the past five years, except as follows:

Albert J. Crosson became President of Beatrice/Hunt-
Wesson, Inc. (which was acquired by ConAgra on August 14,
1990) in 1986. Kenneth W. DiFonzo, beginning in April 1991,
was vice president of finance and control for ConAgra
International. Prior to that he served with H. J. Heinz Co.
in a number of financial positions. Prior to becoming
ConAgra's Chief Financial Officer in 1992, Stephen L. Key was
Managing Partner of the New York City office of Ernst & Young
since 1991, having previously held various positions with that
firm. Leroy O. Lochmann became President of Swift-Eckrich
(which was acquired by ConAgra on August 14, 1990) in 1984.
James D. Watkins founded and became President of Golden Valley
Microwave Foods (which merged with ConAgra on July 11, 1991)
in 1978. David R. Willensky, joined ConAgra in March 1994,
having most recently served as managing director of California
Strategic Investors, a firm he started in 1991. Before that
he was a partner and director of research with McKinsey &
Company. Robert Womack, joined ConAgra in December 1993.
Prior to that he served with Tyson Foods, Inc., most recently
as president, Tyson Seafood Group.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED
STOCKHOLDER MATTERS

Incorporated herein by reference to "Investor Information
- - ConAgra Stock" on the inside back cover and Note 19
"Quarterly Results (Unaudited)" on page 48 of the Company's
1994 Annual Report to Stockholders.

ITEM 6. SELECTED FINANCIAL DATA

Incorporated herein by reference to the five-year results
on page 26 of the Company's 1994 Annual Report to
Stockholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Incorporated herein by reference to "Management's
Discussion & Analysis" on pages 22 through 25 and "Objectives
and Results" on pages 4 and 5 of the Company's 1994 Annual
Report to Stockholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of
ConAgra, Inc. and Subsidiaries and Independent Auditors'
Report set forth on pages 32 through 48 of the Company's 1994
Annual Report to Stockholders are incorporated herein by
reference:

Independent Auditors' Report

Consolidated Balance Sheets - May 29, 1994 and May 30,
1993

Consolidated Statements of Earnings - Years ended May 29,
1994, May 30, 1993, and May 31, 1992

Consolidated Statements of Common Stockholders' Equity -
Years ended May 29, 1994, May 30, 1993, and May 31, 1992

Consolidated Statements of Cash Flows - Years ended May
29, 1994, May 30, 1993, and May 31, 1992

Notes to Consolidated Financial Statements

The supplementary data regarding quarterly results of
operations set forth in Note 19 "Quarterly Results
(Unaudited)" on page 48 of the Company's 1994 Annual
Report to Stockholders is incorporated herein by
reference.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated herein by reference to "Board of Directors
and Election" on pages 2 through 4 and to "Compliance with
Section 16 (a) of the Securities Exchange Act of 1934" on page
14 of the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on September 22, 1994. Information
concerning all Executive Officers of the Company is included
in Part I above.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated herein by reference to (i) "Executive
Compensation" through "Benefit Plans - Retirement Programs" on
pages 5 through 8, and (ii) information on director
compensation on page 4 of the Company's Proxy Statement for
its Annual Meeting of Stockholders to be held on September 22,
1994.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Incorporated herein by reference to "Voting Securities
and Ownership by Certain Beneficial Owners" and "Voting
Securities Owned by Executive Officers and Directors as of
August 5, 1994" on page 2 of the Company's Proxy Statement for
its Annual Meeting of Stockholders to be held on September 22,
1994.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated herein by reference to (i) "Human Resources
Committee Interlocks and Insider Participation" on page 10,
and (ii) the last full paragraph of "Directors' Meetings and
Compensation" on page 4, and (iii) the last two paragraphs of
"Retirement Plans - Benefit Programs", of the Company's Proxy
Statement for its Annual Meeting of Stockholders to be held on
September 22, 1994.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM
8-K

a) List of documents filed as part of this report:

1. Financial Statements
All financial statements of the Company as set forth
under Item 8 of this report on Form 10-K.

2. Financial Statement Schedules

Schedule Page
Number Description Number

VIII Valuation and Qualifying Accounts 18

X Supplementary Income Statement
Information 19

All other schedules are omitted because they are not
applicable, or not required, or because the required
information is included in the consolidated
financial statements, notes thereto, or the
Management's Discussion and Analysis section of the
Company's 1994 Annual Report to Stockholders.

Separate financial statements of the registrant have
been omitted because the registrant meets the
requirements permitting omission.

3. Exhibits

See Exhibit Index.

b) Reports on Form 8-K

None

INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
ConAgra, Inc.
Omaha, Nebraska

We have audited the consolidated financial statements of
ConAgra, Inc. and subsidiaries as of May 29, 1994 and May 30,
1993, and for each of the three years (fifty-two/fifty-three
weeks) in the period ended May 29, 1994, and have issued our
report thereon dated July 7, 1994; such financial statements
and report are incorporated by reference in this Form 10-K.
Our audits also included the financial statement schedules of
ConAgra, Inc. and subsidiaries, listed in Item14. These
financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial
statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present
fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE LLP

Omaha, Nebraska
July 7, 1994

<TABLE>

Schedule VIII

CONAGRA, INC. AND SUBSIDIARIES

Valuation and Qualifying Accounts

Fifty-two/fifty-three weeks ended May 29, 1994, May 30, 1993, and May 31, 1992

(In millions)

<CAPTION>
Balance at Additions Deductions Balance at
Beginning Charged from Close of
Description of Period to Income Other <F2> Reserves <F1> Period
<S> <C> <C> <C> <C> <C>
Year ended
May 29, 1994:
Allowance for
doubtful
receivables $47.5 24.8 - 16.4 55.9

Year ended
May 30, 1993:
Allowance for
doubtful
receivables $42.7 17.2 1.5 13.9 47.5

Year ended
May 31, 1992:
Allowance for
doubtful
receivables $42.6 18.7 1.4 20.0 42.7

<FN>

<F1> Bad debts charged off, less recoveries.
<F2> Beginning balances of reserve accounts of acquired businesses.

</TABLE>
Schedule X

CONAGRA, INC. AND SUBSIDIARIES

Supplementary Income Statement Information

(In millions)

Fifty-two Fifty-two Fifty-three
Weeks Ended Weeks Ended Weeks Ended
May 29, 1994 May 30, 1993 May 31, 1992

Maintenance
and
repairs $262.9 $259.1 $233.2

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the
Securities Exchange Act of 1934, ConAgra, Inc. has caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 25th day of August, 1994.

CONAGRA, INC.

/s/ Philip B. Fletcher
________________________________________
Philip B. Fletcher
Chairman and Chief Executive Officer

/s/ Stephen L. Key
_______________________________________
Stephen L. Key
Executive Vice President and
Chief Financial Officer (Principal Financial Officer)

/s/ Kenneth DiFonzo
_______________________________________
Kenneth DiFonzo
Vice President, Controller (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated on the
25th day of August, 1994.

PHILIP B. FLETCHER
___________________________ Director
Philip B. Fletcher

C. M. Harper* Director
Robert A. Krane* Director
Gerald Rauenhorst* Director
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Marjorie Scardino* Director
Walter Scott, Jr.* Director
William G. Stocks* Director
Frederick B. Wells* Director
Thomas R. Williams* Director
Clayton K. Yeutter* Director

* Philip B. Fletcher, by signing his name hereto, signs this Annual
Report on behalf of each of the persons indicated. A Power-of-
Attorney authorizing Philip B. Fletcher to sign this Annual Report
on Form 10-K on behalf of each of the indicated Directors of
ConAgra, Inc. has been filed herein as Exhibit 24.

PHILIP B. FLETCHER
By: __________________________________
Philip B. Fletcher
Attorney-In-Fact
<PAGE>

EXHIBIT INDEX

Number Description Page No.

3.1 ConAgra's Certificate of Incorporation, as
amended through September 27, 1991,
incorporated herein by reference to ConAgra's
quarterly report on Form 10-Q for the quarter
ended August 25, 1991.

3.2 Certificate of Amendment to ConAgra's
Certificate of Incorporation, incorporated
herein by reference to ConAgra's quarterly
report on Form 10-Q for the quarter ended
August 30, 1992.

3.3 Statement of Resolutions Establishing Series 1
of $25.00 Class E Preferred Shares,
incorporated herein by reference to ConAgra's
current report on Form 8-K dated May 7, 1992.

3.4 ConAgra's Bylaws, as amended, incorporated
herein by reference to ConAgra's quarterly
report on Form 10-Q for the quarter ended
November 29, 1992.

4.1 Rights Agreement dated July 10, 1986, with
First Amendment thereto dated as of
September 28, 1989, and Certificates thereto
dated December 1, 1986, December 1, 1989 and
December 2, 1991, incorporated herein by
reference to ConAgra's annual report on Form
10-K for the fiscal year ended May 27, 1990
and ConAgra's quarterly report on Form 10-Q
for the quarter ended November 24, 1991.

4.2 Amended and Restated Warrant to Purchase
ConAgra Common Stock dated as of September 19,
1991, incorporated herein by reference to
ConAgra's quarterly report on Form 10-Q for
the quarter ended August 25, 1991.

4.3 Documents establishing Series A and Series B
of Preferred Securities of ConAgra Capital,
L.L.C., incorporated herein by reference to
ConAgra's current report on Form 8-K dated
June 8, 1994.

10.1 ConAgra's Amended and Restated Long-Term
Senior Management Incentive Plan, Amendment
thereto, and Operational Document,
incorporated herein by reference to Exhibit
10.1 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 31, 1992.

10.2 First Amendment ConAgra's Long-Term Senior
Management Incentive Plan Operational Document..........

10.3 Second Amendment to ConAgra's Long-Term Senior
Management Incentive Plan Operational
Document, incorporated herein by reference to
Exhibit E of ConAgra's quarterly report on
Form 10-Q for the quarter ended November 25,
1990.

10.4 Form of Employment Agreement between ConAgra
each of Messrs. Fletcher, Crosson, Goslee,
Haefner, Key, Lochmann, McKinnerney, Richard
Monfort, Truck Morrison, O'Donnell, Thomas,
and Vernon..............................................

10.5 ConAgra's 1982 Stock Option Plan, with
amendment thereto, incorporated herein by
reference to Exhibit 10.6 ConAgra's annual
report on Form 10-K for the fiscal year ended
May 31, 1992.

10.6 ConAgra's Employee Flexible Bonus Payment
Plan, incorporated herein by reference to
Exhibit 10.7 ConAgra's annual report on Form
10-K for the fiscal year ended May 31, 1992.

10.7 ConAgra's 1985 Stock Option Plan, with
amendments thereto, incorporated herein by
reference to Exhibit 10.8 ConAgra's annual
report on Form 10-K for the fiscal year ended
May 31, 1992.

10.8 Fourth Amendment to the ConAgra 1985 Stock
Option Plan, incorporated herein by reference
to Exhibit 10.8 of ConAgra's annual report on
Form 10-K for the fiscal year ended May 30,
1993.

10.9 ConAgra Non-Qualified CRISP Plan.....................

10.10 ConAgra Non-Qualified Pension Plan, and First
Amendment thereto....................................

10.11 ConAgra Supplemental Pension and CRISP Plan
for Change of Control................................

10.12 ConAgra Incentives and Deferred Compensation
Change of Control Plan...............................

10.13 ConAgra 1990 Stock Plan, incorporated herein
by reference to Exhibit A of ConAgra's
quarterly report on Form 10-Q for the quarter
ended August 26, 1990.

10.14 First Amendment to ConAgra 1990 Stock Plan,
incorporated herein by reference to Exhibit
10.18 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 26, 1991.

10.15 Second Amendment to the ConAgra 1990 Stock
Plan, incorporated herein by reference to
Exhibit 10.15 of ConAgra's annual report on
Form 10-K for the fiscal year ended May 30,
1993.

10.16 ConAgra Directors' Unfunded Deferred
Compensation Plan, and First Amendment
thereto, incorporated herein by reference to
Exhibits C and D of ConAgra's quarterly report
on Form 10-Q for the quarter ended August 26,
1990.

10.17 ConAgra Employee Equity Fund Trust Agreement,
with Stock Purchase Agreement and Revolving
Promissory Note executed in connection
therewith, incorporated herein by reference to
Exhibits A, B and C of ConAgra's current
report on Form 8-K dated August 6, 1992.

10.18 P. B. Fletcher Incentive Agreement dated
July 15, 1993, incorporated herein by
reference to Exhibit 10.18 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 30, 1993.

10.19 C. M. Harper Deferred Compensation Agreement,
incorporated herein by reference to Exhibit
10.18 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 30, 1993.

10.20 ConAgra Executive Annual Incentive Plan..............

11 Statement regarding computation of per share
earnings.............................................

12 Statement regarding computation of ratio of
earnings to fixed charges, and ratio of earnings
to combined fixed charges and preferred
dividends............................................

13 ConAgra's Annual Report to Stockholders for its
fiscal year ended May 29, 1994.......................

21 Subsidiaries of ConAgra..............................

23 Consent of Deloitte & Touche L.L.P. ................

24 Powers of Attorney...................................

Pursuant to Item 601(b)(4) of Regulation S-K, certain
instruments with respect to ConAgra's long-term debt are
not filed with this Form 10-K. ConAgra will furnish a
copy of any such long-term debt agreement to the
Securities and Exchange Commission upon request.

Except for those portions of the ConAgra annual report
to stockholders for its fiscal year ended May 29, 1994
(Exhibit 13) specifically incorporated by reference in
this report on Form 10-K, such annual report is
furnished solely for the information of the Securities
and Exchange Commission and is not to be deemed "filed"
as a part of this filing.

Items 10.1 through 10.20 are management contracts or
compensatory plans filed as exhibits pursuant to Item
14(c) of Form 10-K.

APPENDIX
IMAGE & GRAPHIC MATERIAL OMITTED

EXHIBIT 13
----------

FRONT COVER - 14 photos (cutlines listed in Cover Photos section)

INSIDE FRONT COVER - Environmental logo

FOLDOUT - Drawing of first NCM flour mill and ConAgra logo

FOLDOUT - Logo: Nebraska Consolidated Mills (NCM)

FOLDOUT - Logo: Red Hat Feeds (RH)

FOLDOUT - Logo: ConAgra

FOLDOUT - Logo: Geisler

FOLDOUT - Logo: United Agri Products (UAP)

FOLDOUT - Logos: Banquet and Singleton

FOLDOUT - Logo: Peavey

FOLDOUT - Logo: Country Pride fresh chicken

FOLDOUT - Logo: Armour

FOLDOUT - Logos: Patio and Morton

FOLDOUT - Logo: Chun King

FOLDOUT - Logo: Monfort

FOLDOUT - Logo: Healthy Choice

FOLDOUT - Logos: Eckrich, Peter Pan, Hunt's, Wesson,
Orville Redenbacher's, Swift Premium, and
Butterball

FOLDOUT - Logo: Act II

FOLDOUT - Logo: Hebrew National

FOLDOUT - Logo: Australia Meat Holdings (AMH)

FOLDOUT - Photo: Healthy Choice Cereals (3 products)

FOLDOUT - Photo cutline: The ConAgra Campus in Omaha was completed in
1990.

TO OUR STOCKHOLDERS, EMPLOYEES AND OTHER FRIENDS -
Photo cutline: Phil Fletcher, chairman and chief executive
officer

OBJECTIVES AND RESULTS, EARNINGS GROWTH - Result bar graphic described in text.

OBJECTIVES AND RESULTS, DIVIDEND GROWTH - Result bar graphic described in text.

BUSINESS REVIEW INTRODUCTION - 2 pie charts described in text.

BUSINESS REVIEW PREPARED FOODS - See description in text on pie charts.
Photo of Janice Munemitsu, director of consumer marketing, Hunt
Foods Co., and Jorge Succar (background) section head,
research and development, Hunt-Wesson, Inc.,
Fullerton, California.

BUSINESS REVIEW GROCERY PRODUCTS - Photos described in text.

BUSINESS REVIEW MEAT PRODUCTS - Photos described in text.

BUSINESS REVIEW CHICKEN PRODUCTS - Photos described in text.

BUSINESS REVIEW DIVERSIFIED PRODUCTS - Photos described in text.

BUSINESS REVIEW TRADING & PROCESSING - 2 pie charts and photo described in text.

BUSINESS REVIEW GRAIN PROCESSING - Photos described in text.

BUSINESS REVIEW TRADING - Photos described in text.

BUSINESS REVIEW AGRI-PRODUCTS - 2 pie charts and photo described in text.

BUSINESS REVIEW AGRI-PRODUCTS - Photos described in text.

BUSINESS REVIEW SPECIALTY RETAILING - Photos described in text.

MD&A OPERATING RESULTS - 3 5-year bar graphics described in text.

BOARD OF DIRECTORS - Photo described in text.

CORPORATE CITIZENSHIP - Photos described in text.

COVER PHOTOS - Diagram of front and back covers showing location of photos.

BACK COVER - 14 photos (cutlines listed in Cover Photos section)

EXHIBIT 10.2

FIRST AMENDMENT TO THE
CONAGRA LONG TERM SENIOR MANAGEMENT INCENTIVE PLAN
OPERATIONAL DOCUMENT
(Effective May 11, 1989)

The ConAgra Long Term Senior Management Incentive Plan
Operational Document ("Operational Document") shall be amended as
follows:

ARTICLE I

Section 8 of the Operational Document shall be amended to read
as follows:

"8. Change of Control. If a Participant's employment is
terminated by ConAgra or its subsidiaries following the date
of a Change of Control, then all of the Participant's prior
distributions that are not vested shall be unrestricted,
nonforfeitable and fully vested. Also, any undistributed cash
portion of an Award shall be distributed regardless of the
employment status of the Participant. Change of Control shall
mean:

(i) The acquisition (other than from
ConAgra) by any person, entity or "group,"
within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of
1934 (the "Exchange Act"), (excluding, for
this purpose, ConAgra or its subsidiaries, or
any employee benefit plan of ConAgra or its
subsidiaries which acquires beneficial
ownership of voting securities of ConAgra) of
beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act)
of 30% or more of either the then outstanding
shares of common stock or the combined voting
power of ConAgra's then outstanding voting
securities entitled to vote generally in the
election of directors; or

(ii) Individuals who, as of the date
hereof, constitute the Board (as of the date
hereof the "Incumbent Board") cease for any
reason to constitute at least a majority of
the Board, provided that any person becoming a
director subsequent to the date hereof whose
election, or nomination for election by
ConAgra's shareholders, was approved by a vote
of at least a majority of the directors then
comprising the Incumbent Board shall be, for
purposes of this Agreement, considered as
though such person were a member of the
Incumbent Board; or

(iii) Approval by the stockholders of
ConAgra of a reorganization, merger,
consolidation, in each case, with respect to
which persons who were the stockholders of
ConAgra immediately prior to such
reorganization, merger or consolidation do
not, immediately thereafter, own more than 50%
of the combined voting power entitled to vote
generally in the election of directors of the
reorganized, merged or consolidated company's
then outstanding voting securities, or a
liquidation or dissolution of ConAgra or of
the sale of all or substantially all of the
assets of ConAgra."

ARTICLE II

Section 12 of the Operational Document shall be amended to
read as follows:

"12. Amendment. This document may be amended by the
Committee, provided, however, that this document may not be
amended subsequent to the announcement of an event that could
result in a Change of Control of ConAgra, or subsequent to a
Change of Control of ConAgra."

ARTICLE III

In all other respects, the Operational Document is hereby
confirmed.

EXHIBIT 10.4

AGREEMENT

Agreement made this ____ day of _____________, 19__, by and
between ConAgra, Inc., a Delaware corporation, hereinafter referred
to as "ConAgra", and __________________, hereinafter referred to as
"Employee".

WHEREAS, the Board of Directors of ConAgra has determined that
the interests of ConAgra stockholders will be best served by
assuring that all key corporate executives of ConAgra will adhere
to the policy of the Board of Directors with respect to any event
by which another entity would acquire effective control of ConAgra,
including but not limited to a tender offer, and

WHEREAS, the Board of Directors has also determined that it is
in the best interests of ConAgra stockholders to promote stability
among key executives and employees.

NOW, THEREFORE, it is agreed as follows:

1. DUTIES OF EMPLOYEE. Employee shall support the position
of the Board of Directors and the chief executive officer, and
shall take any action requested by the Board of Directors or the
chief executive officer with respect to any "Change of Control" (as
defined at Section 7 below) of ConAgra. If the Employee violates
the provisions of this Section, he shall forfeit any payments due
to him under the terms of this Agreement.

2. EMPLOYMENT CONTRACT. If a Change of Control of ConAgra
occurs, and if at the initiation of the Change of Control attempt
Employee is then employed by ConAgra, ConAgra hereby agrees to
continue the employment of Employee for a period of three years
from the date the Change of Control effectively occurs. During
said three year period, Employee shall receive annual base and
incentive compensation in an amount not less than that specified in
Section 3(a) below.

If Employee is Involuntarily Terminated (as defined at Section
7 below), at any time during the three year period, ConAgra shall
pay to Employee an amount equal to that which Employee would have
received pursuant to Section 3(a) below for the remainder of the
three year period, and shall also make the payments specified in
Sections 3(b) and 3(c) and, if applicable, any additional payments
specified in Section 5 below. In addition, in the event of
Involuntary Termination at any time, Employee shall receive payment
of the base and incentive compensation described in Section 3(a)
for one year. Any such termination payment of base and incentive
compensation shall be made to Employee in a lump sum within thirty
(30) days after termination.

If Employee voluntarily terminates his employment at any time
during the three year period, the Acquiror (as defined below),
ConAgra, and their subsidiaries will not be obligated to pay the
Employee any amount that might be due for the remainder of the
three year period, or for any termination pay; however, they shall
make any additional payments specified in Sections 3(b), 3(c) and
5 (if applicable) below.

3. DESCRIPTION OF PAYMENTS. The payments to be made to
Employee are:

(a) ANNUAL BASE AND INCENTIVE COMPENSATION. Employee
shall receive for the three year period described in
Section 2 above an annual amount equal to his current
annual rate of compensation, which current annual
compensation shall be computed as follows: twenty-six
times the Employee's highest bi-weekly salary payment
received during the one year period ending immediately
prior to the Change of Control of ConAgra. In addition,
Employee shall receive (i) an amount equal to his maximum
allowable short-term annual incentive compensation,
computed as __% of the annual rate of compensation
described above, and (ii) an amount equal to his highest
annual long-term compensation award made to Employee
during the three fiscal years immediately preceding such
Change of Control.

(b) RETIREMENT BENEFITS. Employee shall receive an
amount equal to that which he would have received as
retirement benefits under the provisions of the ConAgra
Pension Plan for Salaried Employees ("Qualified Pension
Plan") and the ConAgra Retirement Income Savings Plan
("CRISP") in effect immediately prior to the Change of
Control of ConAgra, had Employee continued his employment
until age 65 at the current annual rate of base and short
term incentive compensation as determined above.

(i) The supplemental pension benefit hereunder
shall be equal to the result of subtracting
(x) the benefit the Employee will receive
under the Qualified Pension Plan from (y) the
pension benefit the Employee would obtain
under the Qualified Pension Plan if the
Employee remained in the employ of ConAgra
until the Employee attained age 65. The
supplemental pension benefit is to be computed
assuming the Employee is to receive an
unreduced normal retirement pension benefit
payable beginning at the later of the date the
Employee attains age 60 or the date of the
Employee's termination of employment. If the
Employee begins to receive his supplemental
pension benefit at a time other than as
described in the preceding sentence, an
actuarial adjustment shall be made to reflect
such event.

(ii) The supplemental CRISP benefit shall be equal
to the amount computed as follows:

A. The additional years of service that the
Employee would receive if his or her
employment was not terminated prior to
attaining age 65 is multiplied by the
Employee's current annual base and short
term incentive compensation (as described
in Section 3(a)).

B. The result in A, immediately above, is
multiplied by 3%.

C. The result in B, the immediately above,
is present valued to date of the
Employee's termination of employment.
The discount factor for such present
value shall be the discount factor used
by the Qualified Pension Plan at the time
of such termination of employment. The
present value shall be computed based on
the assumption that the result in B,
immediately above, is paid ratably (and
monthly) over the additional years of
service of the Employee.

D. The present value amount determined
pursuant to C, immediately above, shall
be funded pursuant to Subsection (iv) of
this Section 3(b).

(iii) The actuarial assumptions and methods used by
this Section 3(b) shall be the same as those
used by the Qualified Pension Plan. The
timing of payment and the form of the
supplemental pension benefit under this
Section 3(b) shall be the same as elected by
the Employee under the Qualified Pension Plan
and the timing of payment and the form of the
supplemental CRISP benefit shall be the same
as elected by the Employee under CRISP;

(iv) The supplemental pension and CRISP benefits
payable under this Section 3(b) shall be
unfunded until a Voluntary Termination or
Involuntary Termination following a Change of
Control. Within 60 days following such a
termination, the supplemental pension and
CRISP benefits shall be funded, in one lump
sum payment, through a trust in the form
attached to the ConAgra Supplemental Pension
and CRISP Plan for Change of Control and which
trust is incorporated by reference. The
transferred amount for the supplemental CRISP
benefit shall be held in a separate account
and separately invested by the trustee. The
amount accumulated in such account shall be
the sole source of payment of the supplemental
CRISP benefit, and shall be the amount of the
supplemental CRISP benefit hereunder. The
Acquiror, ConAgra and their subsidiaries shall
make up any supplemental pension benefit
payments the Employee does not receive under
the trust, e.g., if the funds in the trust are
insufficient to make the payments due to
insufficient earnings in the trust. The
trustee of such trust shall be a national or
state chartered bank. If funding of the trust
is not made within the sixty day period
described in this Subsection (iv) of this
Section 3(b), the Employee's supplemental
pension and CRISP benefits 3(b), the
Employee's supplemental pension and CRISP
benefit shall then be equal to the product of
150% multiplied by the amount of supplemental
pension and CRISP benefits described in this
Section 3(b) above; provided, however, this
increase in benefits is not intended to remove
or detract from the obligation to fund the
trust. The supplemental pension and CRISP
benefits shall not be paid from the assets of
the Qualified Pension Plan or CRISP.

(c) ADDITIONAL PAYMENT. If a Change of Control of
ConAgra occurs, Employee shall receive an amount equal to
the excess, if any, of the highest per share price
offered (valued in U.S. currency) by the successful
Acquiror for ConAgra common stock (which stock will then
be treated for purposes of this Agreement as converted
into equivalent shares of such Acquiror's or the
surviving company's capital stock as of the date of the
Change of Control of ConAgra) over the closing per share
price of such Acquiror's or the surviving company's
("Acquiror") stock quoted on an established securities
market (or if applicable, the closing bid price for the
Acquiror's stock that is quoted on a secondary market or
substantial equivalent thereof) on the date of
termination (or if the date of termination is not a
business day, on the next preceding business day),
multiplied by the highest number of shares of the
Acquiror's capital stock owned by the Employee at any
time during the period beginning on the date of the
Change of Control of ConAgra and ending on the date of
termination. For purposes of this Section 3(c), the
additional amount due hereunder shall be computed as if
Employee owned all of the Acquiror's stock with respect
to which Employee has an option to purchase in connection
with his employment with the Acquiror, ConAgra or any of
their subsidiaries. Said amount shall be paid to
Employee within ten days after termination. In addition,
if Employee sells any of the Acquiror's stock within one
year following said termination, Employee shall receive
the amount by which the closing price of such stock per
share on the date of termination (determined as
aforesaid) exceeds the per share actual net sales price
of the Acquiror's stock on the date of sale realized by
Employee, multiplied by the number of shares sold by
Employee. Said amount shall be paid in immediately
available funds to Employee within ten days after the
sale. In addition, to the extent any of ConAgra's common
stock remains outstanding after a Change of Control, then
Employee shall receive additional amounts computed and
payable in a manner similar to that provided in this
Section 3(c) for Acquiror's stock owned, or subject to an
option held, by Employee. These provisions shall be
appropriately modified or adjusted to take into account
the fact that the computations pursuant to the preceding
sentence are with respect to ConAgra common stock and
related options rather than the Acquiror's capital stock
and options related thereto. The computations and
payments under this Section 3(c) shall include
appropriate adjustments for any stock splits, stock
dividends, recapitalizations or similar share
restructurings that may occur from time to time.

4. MERGER. ConAgra shall not merge, reorganize, consolidate
or sell all or substantially all of its assets, to or with any
other corporation until such corporation and its subsidiaries, if
any, expressly assume the duties of ConAgra set forth herein.

5. CERTAIN ADDITIONAL PAYMENTS BY CONAGRA.

(a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that
any payment or distribution by ConAgra to or for the
benefit of the Employee, whether paid or payable or
distributed or distributable pursuant to the terms of
this Agreement or otherwise (a "Payment"), would be
subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or
any interest or penalties with respect to such excise tax
(such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as
the "Excise Tax"), then the Employee shall be entitled to
receive an additional payment (a "Gross-Up Payment") in
any amount such that after payment by the Employee of all
taxes (including any interest or penalties imposed with
respect to such taxes), including any Excise Tax, imposed
upon the Gross-Up Payment, the Employee retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed
upon the Payments.

(b) Subject to the provisions of Subsection (c) below,
all determinations required to be made under this
Section, including whether a Gross-Up Payment is required
and the amount of such Gross-Up Payment, shall be made by
the certified public accounting firm then representing
ConAgra (the "Accounting Firm") which shall provide
detailed supporting calculations both to ConAgra and the
Employee within 15 business days of the date of
termination, if applicable, or such earlier time as is
requested by ConAgra or Employee. If the Accounting Firm
determines that no Excise Tax is payable by the Employee,
it shall furnish the Employee with an opinion that he has
substantial authority not to report any Excise Tax on his
federal income tax return. Any determination by the
Accounting Firm shall be binding upon ConAgra and the
Employee. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which
will not have been made by ConAgra should have been made
("Underpayment"), consistent with the calculations
required to be made hereunder. In the event that ConAgra
exhausts its remedies pursuant to Subsection (c) below
and the Employee thereafter is required to make a payment
of any Excise Tax, the Accounting Firm shall determine
the amount of the Underpayment that has occurred and any
such Underpayment shall be promptly paid by ConAgra to or
for the benefit of the Employee.

(c) The Employee shall notify ConAgra in writing of any
claim by the Internal Revenue Service that, if
successful, would require the payment by ConAgra of the
Gross-Up Payment. Such notification shall be given as
soon as practicable but no later than ten (10) business
days after the Employee knows of such claim and shall
apprise ConAgra of the nature of such claim and the date
on which such claim is requested to be paid. The
Employee shall not pay such claim prior to the expiration
of the thirty-day (30 day) period following the date on
which it gives such notice to ConAgra (or such shorter
period ending on the date that any payment of taxes with
respect to such claim is due). If ConAgra notifies the
Employee in writing prior to the expiration of such
period that it desires to contest such claim, the
Employee shall:

(i) give ConAgra any information reasonably
requested by ConAgra relating to such claim,

(ii) take such action in connection with contesting
such claim as ConAgra shall reasonably request
in writing from time to time, including,
without limitation, accepting legal
representation with respect to such claim by
an attorney reasonably selected by ConAgra,

(iii) cooperate with ConAgra in good faith in order
to effectively contest such claim,

(iv) permit ConAgra to participate in any
proceedings relating to such claim;

provided, however, that ConAgra shall bear and pay
directly all costs and expenses (including additional
interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Employee
harmless, on an after-tax basis, for any Excise Tax or
income tax, including interest and penalties with respect
thereto, imposed as a result of such representation and
payment of costs and expenses. Without limitation on the
foregoing provisions of this Subsection (c), ConAgra
shall control all proceedings taken in connection with
such contest and, at its sole option, may pursue or
forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either
direct the Employee to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner,
and the Employee agrees to prosecute such contest to a
determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more
appellate courts, as ConAgra shall determine; provided,
however, that if ConAgra directs the Employee to pay such
claim and sue for a refund, ConAgra shall advance the
amount of such payment to the Employee, on an interest-
free basis and shall indemnify and hold the Employee
harmless, on an after-tax basis, from any Excise Tax or
income tax, including interest or penalties with respect
thereto, imposed with respect to such advance or with
respect to any imputed income with respect to such
advance; and further provided that any extension of the
statute of limitations relating to payment of taxes for
the taxable year of the Employee with respect to which
such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, ConAgra's
control of the contest shall be limited to issues with
respect to which a Gross-Up Payment would be payable
hereunder and the Employee shall be entitled to settle or
contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing
authority.

(d) If, after the receipt by the Employee of an amount
advanced by ConAgra pursuant to Subsection (c) above, the
Employee becomes entitled to receive any refund with
respect to such claim, the Employee shall (subject to
ConAgra's complying with the requirements of Subsection
(c)) promptly pay to ConAgra the amount of such refund
(together with any interest paid or credited thereon
after taxes applicable thereto). If, after the receipt
by the Employee of an amount advanced by ConAgra pursuant
to Subsection (c), a determination is made that the
Employee shall not be entitled to any refund with respect
to such claim and ConAgra does not notify the Employee in
writing of its intent to contest such denial of refund
prior to the expiration of thirty days after such
determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount
of Gross-Up Payment required to be paid.

6. TERM AND BINDING EFFECT. This Agreement shall bind
ConAgra and Employee as long as Employee remains in the employ of
ConAgra; provided, however, ConAgra may terminate this Agreement at
any time by giving notice to Employee; and provided further,
however, that ConAgra may not terminate this Agreement at any time
subsequent to the announcement of an event that could result in a
Change of Control of ConAgra. This Agreement shall be binding upon
the parties hereto, their heirs, executors, administrators and
successors.

7. CERTAIN DEFINITIONS. The following definitions shall
apply for the purposes of this Agreement:

(a) CHANGE OF CONTROL OF CONAGRA. The term "Change of
Control" shall mean:

(i) The acquisition (other than from ConAgra) by
any person, entity or "group", within the
meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 (the "Exchange
Act"), (excluding, for this purpose, ConAgra
or its subsidiaries, or any employee benefit
plan of ConAgra or its subsidiaries, which
acquires beneficial ownership of voting
securities of ConAgra) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 30% or more of
either the then outstanding shares of common
stock or the combined voting power of
ConAgra's then outstanding voting securities
entitled to vote generally in the election of
directors; or

(ii) Individuals who, as of the date hereof,
constitute the Board (as of the date hereof
the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board,
provided that any person becoming a director
subsequent to the date hereof whose election,
or nomination for election by ConAgra's
shareholders, was approved by a vote of at
least a majority of the directors then
comprising the Incumbent Board shall be, for
purposes of this Agreement, considered as
though such person were a member of the
Incumbent Board; or

(iii) Approval of the shareholders of ConAgra of a
reorganization, merger, consolidation, in each
case, with respect to which persons who were
the shareholders of ConAgra immediately prior
to such reorganization, merger or
consolidation do not, immediately thereafter,
own more than 50% of the combined voting power
entitled to vote generally in the election of
directors of the reorganized, merged or
consolidated company's then outstanding voting
securities, or a liquidation or dissolution of
ConAgra or of the sale of all or substantially
all of its assets.

(b) INVOLUNTARY TERMINATION. The term "Involuntary
Termination" or any variation thereof shall mean either
(i) the actual involuntary termination of Employee's
employment with the Acquiror, ConAgra and their
subsidiaries after a Change of Control (with or without
cause) or (ii) the constructive involuntary termination
of the Employee's employment with the Acquiror, ConAgra
and their subsidiaries after a Change of Control. The
term "constructive involuntary termination" shall include
(w) a reduction in the Employee's compensation (including
applicable fringe benefits); (x) a substantial change in
the location of the Employee's job without the Employee's
written consent; (y) the Employee's demotion or
diminution in the Employee's position, authority, duties
or responsibilities without the Employee's written
consent; or (z) the sale or disposition of the stock of
Employee's immediate employer, which was a subsidiary of
the Acquiror, ConAgra, or their other subsidiaries
immediately prior to such sale or disposition, provided
Employee is not employed after such sale or disposition
by the Acquiror, ConAgra, or any of their subsidiaries
that are retained after such sale or disposition.
"Substantial change in location" means any location
change in excess of 35 miles from the location of the
Employee's job with ConAgra or its subsidiaries at the
time of the Change of Control of ConAgra.

8. COSTS. All costs of litigation necessary for the
Employee to defend the validity of this contract are to be paid by
ConAgra or its successors or assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement.

EMPLOYEE: CONAGRA, INC.

BY: PHILIP B. FLETCHER

Chairman, Board of Directors

EXHIBIT 10.9
CONAGRA

NONQUALIFIED CRISP PLAN

1. Purpose. ConAgra has previously adopted the ConAgra
Retirement Income Savings Plan ("Qualified CRISP"). The Qualified
CRISP is qualified under Code Section 401(a). Regardless of a
qualified plan's benefit formula, the Code imposes restrictions
upon the benefits that may be provided under plans qualified
under Code Section 401(a), such as limitations under Code Sections
401(a)(17), 401(k), 402(g) and 415 ("Code Restrictions"). These
Code Restrictions limit the amount of retirement benefits that may
be provided certain ConAgra executives under the Qualified CRISP.
This Plan is intended to make up the employer-provided benefits (on
an after-tax basis) not available under the Qualified CRISP benefit
formula because of the Code Restrictions.

Since the contributions and earnings under this Plan are
not tax-deferred as are the contributions under the Qualified
CRISP, the benefits under this Plan will be tax-effected to reflect
this difference, so that the after-tax benefits under this Plan
make up on an after-tax basis the benefits not available under the
Qualified CRISP because of the Code Restrictions. However, ConAgra
recognizes that the tax effect to each Participant is unique, and
therefore, the benefits cannot be tax-effected to certainty, but
must be approximated.

2. Definitions. The following definitions shall apply to
the Plan:

2.1 "Code" means the Internal Revenue Code of 1986, as
amended.

2.2 "Committee" means the ConAgra Employee Benefits Committee
or any successor thereto. The Committee shall be the
"named fiduciary" as described in ERISA Section
402(a)(2).

2.3 "Compensation Committee" means the Compensation Committee
of the Board of Directors of ConAgra.

2.4 "ConAgra" means ConAgra, Inc., a Delaware corporation.

2.5 "ConAgra Controlled Group" means the controlled group of
corporations as described in Code Section 414(b), which
includes ConAgra.

2.6 "Effective Date" of this Plan means January 1, 1988.

2.7 "Employee" shall have the same meaning as set forth in
the Qualified CRISP.

2.8 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.

2.9 "Participant" means an Employee who has satisfied the
eligibility requirements set forth in Section 3 of the
Plan and who has not received his total benefits under
the Plan.

2.10 "Plan" means this plan which shall be called the ConAgra
Nonqualified CRISP Plan.

2.11 "Plan Year" means the calendar year.

2.12 "Total and Permanent Disability" shall have the same
meaning as set forth in the Qualified CRISP.

2.13 "Trustee" means the entity or individual selected by the
Committee to be trustee of the trust. The Committee
shall select the Trustee and ConAgra shall enter into a
Trust Agreement with the Trustee.

2.14 "Year of Service" shall have the same meaning as set
forth in the Qualified CRISP.

3. Eligibility and Participation. Each Employee who meets
the following requirements shall participate in this Plan:

(a) The Employee participates in the Qualified CRISP;

(b) The Employee has completed One Year of Service;

(d) The Compensation Committee has selected the
Employee to participate in the Plan.

The Employee shall become a Participant in this Plan as of the
first day that he has met each of the above four requirements, or
such other date as selected by the Compensation Committee. Each
Participant shall continue to participate in this Plan until all
the benefits payable to the Participant under this Plan have been
paid.

4. Benefits.

4.1 General Benefit and Funding. Provided the Participant
had made the maximum employee contribution allowed him
under the Qualified CRISP, each Plan Year ConAgra shall
make a contribution to each Participant's Account equal
to the excess of (a) over (b) where,

(a) equals the employer contribution that would have
been made to the Qualified CRISP for the
Participant had there not been any Code
Restrictions and assuming the Participant had made
the maximum employee contribution allowed under the
Qualified CRISP (ignoring the Code Restrictions),
and

(b) equals the employer contribution actually made to
the Qualified CRISP for the Participant.

The maximum employee contributions assumed in (a) above
is computed ignoring the Code Restrictions, but not the
percentage limits on employee contributions set forth in
the Qualified CRISP and not the percentages imposed
because of the mathematical test under Code Section
401(k)(3)(A).

The Plan is also intended to provide a tax gross-up to
reflect that this is an after-tax plan, whereas the
Qualified CRISP is a before-tax plan. The intent is to
provide the Participant with a combined after-tax benefit
from this Plan and the Qualified CRISP that approximates
the benefit the Participant would receive had there not
been any Code Restrictions.

4.2 Tax Gross-Up. In addition to other contributions
hereunder, ConAgra shall make a tax gross-up payment to
each Participant each Plan Year to approximate his
additional Federal and state income tax on account of the
Plan. The Committee shall determine the amount of the
payment and the Committee's determination shall be final,
conclusive and binding on, the Participant, the Trustee
and ConAgra. In making the determination, the Committee
may make any assumptions it deems appropriate, including,
but not limited to, the Participant's Federal and state
income tax rates and the earnings of the Participant's
Account. The Committee may, but is not required to,
assume that the same Federal and/or state income tax rate
applies to all Participants. Also, at the Committee's
discretion, all Participants may be treated differently
or the same, as long as the Committee has a reasonable
basis for such different treatment. It is expressly
understood that the payment contemplated by this
Paragraph 4.2 is an approximation and will not
necessarily be the taxes that result from the Plan to an
individual Participant. The Committee, in its
discretion, may make a portion or all of this payment to
the Participant's Account, rather than the Participant.

5. Participants' Accounts. A separate account shall be
established for each Participant in the Plan ("Participant's
Account"). Each Participant Account shall share in the earnings
and losses of the trust in proportion to the value of the account
on the first day of the valuation period. Each Participant's
Account shall be valued as often as determined appropriate by the
Committee, but at least once per Plan Year. A Participant's
Account shall not be forfeitable for any reason.

6. Payment of Benefits. The benefits payable under this
Plan shall be payable upon the same event that causes the payment
of benefits under the Qualified CRISP. The form of benefits
hereunder shall be the same form as the form of benefit payments
provided under the Qualified CRISP with the same elections to the
Participant (and his spouse) as provided under the Qualified CRISP.
The amount of benefits shall be based upon the balance in the
Participant's Account with payment of benefits from the
Participant's Account payable until the Participant's Account has
a zero balance.

7. Administration. This Plan shall be administered by the
Committee. The Committee shall make all determinations with regard
to the Plan, subject to the provisions of the Plan and any
determinations that are designated to be made by the Compensation
Committee. The Committee shall have the authority, subject to the
provisions of the Plan, to establish, adopt or revise rules and
regulations as it deems necessary or advisable for the
administration of the Plan. Claims procedures and claims review
procedures required by ERISA shall be developed by the Committee.
To the extent not inconsistent with the provisions of the Plan, all
determinations of the Committee shall be final, conclusive and
binding upon all the parties. Any determination or decision that
only affects a member of the Committee who is a Participant shall
be made by the Compensation Committee.

8. Beneficiary Designation. Designation of a beneficiary
under the Plan shall be in the same form and with the same
restrictions as under the Qualified CRISP.

9. Nonalienation of Benefits. No benefit payable under this
Plan shall be subject, at any time and in any manner, to
alienation, sale, transfer, assignment, pledge or encumbrance of
any kind.

10. Amendment and Termination. ConAgra, by action of its
Board of Directors, may amend or terminate this Plan at any time,
provided, however, this Plan shall not be amended or terminated to
eliminate or reduce any Participant's Account balance of the
Participants therein at the time of the amendment or termination or
to reduce the vesting of a Participant.

11. Applicable Law. This Plan and all rights hereunder shall
be governed by and construed according to the laws of the State of
Nebraska.

This Plan has been adopted effective January 1, 1988.

EXHIBIT 10.10

CONAGRA

NONQUALIFIED PENSION PLAN

1. Purpose. ConAgra has previously adopted the Restatement
of the ConAgra Pension Plan for Salaried Employees ("Qualified
Pension Plan"). The Qualified Pension Plan is qualified under Code
Section 401(a). Regardless of a qualified plan's benefit formula,
the Code imposes restrictions upon the benefits that may be
provided under plans qualified under Code Section 401(a), such as
limitations under Code Sections 401(a)(17), 402(g) and 415 ("Code
Restrictions"). These Code Restrictions limit the amount of
retirement benefits that may be provided certain ConAgra executives
under the Qualified Pension Plan. This Plan is intended to make up
the benefits (on an after-tax basis) not available under the
Qualified Pension Plan benefit formula because of the Code
Restrictions.

Since the contributions and earnings under this Plan are
not tax-deferred as are the contributions under the Qualified
Pension Plan, the benefits under this Plan will be tax-effected to
reflect this difference, so that the benefits under this Plan make
up on an after-tax basis the benefits not available under the
Qualified Pension Plan formula because of the Code Restrictions.
However, ConAgra recognizes that the tax effect to each Participant
is unique, and therefore, the benefits cannot be tax-effected to
certainty, but must be approximated.

2. Definitions. The following definitions shall apply to
the Plan:

2.1 "Business Combination or Acquisition" means (i) any
merger or consolidation of ConAgra with or into any other
corporation, (ii) the sale or lease of all or any
substantial part of the assets of ConAgra to any Other
Entity, and (iii) a tender offer or other series of stock
purchases which result in any Other Entity becoming the
beneficial owner of more than 50% of ConAgra's
outstanding voting securities.

2.2 "Code" means the Internal Revenue Code of 1986, as
amended.

2.3 "Committee" means the ConAgra Employee Benefits Committee
or any successor thereto. The Committee shall be the
"named fiduciary" as described in ERISA
Section 402(a)(2).

2.4 "Compensation Committee" means the Compensation Committee
of the Board of Directors of ConAgra.

2.5 "ConAgra" means ConAgra, Inc., a Delaware corporation.

2.6 "ConAgra Controlled Group" means the controlled group of
corporations as described in Code Section 414(b), which
includes ConAgra.

2.7 "Effective Date" of this Plan means January 1, 1988.

2.8 "Employee" shall have the same meaning as set forth in
the Qualified Pension Plan.

2.9 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.

2.10 "Other Entity" means any corporation, person or other
entity and any other entity with which it or its
affiliates or associates has any agreement, arrangement
or understanding, directly or indirectly, for the purpose
of acquiring, holding, voting or disposing of the stock
of ConAgra or which is an affiliate or associate of such
entity, together with the successors and assigns of such
persons.

2.11 "Participant" means an Employee who has satisfied the
eligibility requirements set forth in Section 3 of the
Plan and who has not received his total benefits under
the Plan.

2.12 "Past Service Cost" means the aggregate cost of providing
the benefits which relate to service of the Participant
prior to establishment of the Plan and prior to the
Employee becoming a Participant hereunder.

2.13 "Plan" means this plan which shall be called the ConAgra
Nonqualified Pension Plan.

2.14 "Plan Year" means the calendar year.

2.15 "Total and Permanent Disability" shall have the same
meaning as set forth in the Qualified Pension Plan.

2.16 "Trustee" means the entity or individual selected by the
Committee to be trustee of the trust. The Committee
shall select the Trustee and ConAgra shall enter into a
Trust Agreement with the Trustee.

2.17 "Year of Service" shall have the same meaning as set
forth in the Qualified Pension Plan.

3. Eligibility and Participation. Each Employee who meets
the following requirements shall participate in this Plan:

(a) The Employee participates in the Qualified Pension Plan;

(b) The Employee has completed One Year of Service; and

(d) The Compensation Committee has selected the Employee to
participate in the Plan.

4. Benefits.

4.1 Benefit Objectives. The objective of the Plan is to
provide each Participant with a benefit, assuming the
Participant's vesting schedule as described in Paragraph
4.5, which equals the excess of (a) over (b) where,

(a) equals the value of the after-tax Qualified
Pension Plan benefits the Participant would
have received had there not been any Code
Restrictions, and

(b) equals the value of the after-tax Qualified
Pension Plan benefits the Participant is
expected to receive.

No benefit shall be earned under this Plan for periods of
employment after the Participant has attained age 65.
The Plan is also intended to provide a tax gross-up to
reflect that this is an after-tax plan, whereas the
Qualified Pension Plan is a before-tax plan. The intent
is to provide the Participant with a combined after-tax
benefit from this Plan and the Qualified Pension Plan
that approximates the benefit the Participant would
receive had there not been any Code Restrictions.

4.2 General Funding. ConAgra shall fund each Participant's
Account sufficiently to meet the benefit objectives set
forth in Paragraph 4.1. At a minimum, each Plan Year,
ConAgra shall contribute to each Participant's Account an
amount equal to the sum of (a) and (b) below, where

(a) equals the actuarially determined lump sum value of
benefits that were not earned by the Participant
under the Qualified Pension Plan because of Code
Restrictions, and

(b) equals an amortization (over the Participant's
remaining years until age 65) of the Participant's
Past Service Cost.

Subject to the preceding, the Committee, in its sole and
absolute discretion, shall determine the amount of funding for
each Participant each Plan Year with the assistance of an
actuarial firm selected by the Committee. The Committee shall
select reasonable actuarial assumptions (in the aggregate) to
use to make the calculations.

4.3 Tax Gross-Up. In addition to other contributions
hereunder, ConAgra shall make a tax gross-up payment to
each Participant each Plan Year to approximate his
additional Federal and state income tax on account of the
Plan. The Committee shall determine the amount of the
payment and the Committee's determination shall be final,
conclusive and binding on, the Participant, the Trustee
and ConAgra. In making the determination, the Committee
may make any assumptions it deems appropriate, including,
but not limited to, the Participant's Federal and state
income tax rates and the earnings of the Participant's
Account. The Committee may, but is not required to,
assume that the same Federal and/or state income tax rate
applies to all Participants. Also, at the Committee's
discretion, all Participants may be treated differently
or the same, as long as the Committee has a reasonable
basis for such different treatment. It is expressly
understood that the payment contemplated by this
Paragraph 4.3 is an approximation and will not
necessarily be the taxes that result from the Plan to an
individual Participant. The Committee, in its
discretion, may make a portion or all of this payment to
the Participant's Account, rather than the Participant.

4.4 Business Combination or Acquisition. Notwithstanding any
other provisions of the Plan, upon a Business Combination
or Acquisition, any amounts necessary to immediately fund
the benefits vested hereunder pursuant to the
Participant's vesting schedule under Paragraph 4.5 shall
be immediately funded, unless 75% or more of the living
ConAgra Directors (who were Directors of ConAgra on the
date 1 year prior to the vote) vote not to have this
Paragraph 4.4 apply. Such amounts include all amounts
for past service of the Participant, all amounts for
future service of the Participant that are vested under
the applicable schedule described in Paragraph 4.5
assuming the Participant will be employed by ConAgra
until age 65 and a tax gross-up payment to the
Participant (or the Participant's Account) to reflect the
Federal and state income tax effects to the Participant
of the funding under this Paragraph 4.4. Notwithstanding
Section 12 of the Plan, this Paragraph 4.4 may not be
amended after the date of a Business Combination or
Acquisition unless such Business Combination or
Acquisition has received prior approval of 75% or more of
the ConAgra Directors who were Directors of ConAgra on
the date 1 year prior to such approval.

4.5 Vesting. There shall be three vesting schedules for the
Plan. The Compensation Committee shall determine which
vesting schedule applies to a Participant at the time the
Employee is selected to participate in the Plan. The
Compensation Committee may change the vesting schedule
that applies to a Participant, but in no event may a
Participant whose vesting schedule is Schedule C be
changed to Schedule B or A, nor may a Participant whose
vesting schedule is Schedule B be changed to Schedule A.
Under Schedule A, a Participant is always 100% vested in
his interest in the Plan that is earned for his past
service, but the Participant benefits related to future
service are forfeited upon his termination of employment
with ConAgra. Under Schedule B, a Participant is 100%
vested in his interest in the Plan that is earned for his
past service and that would be earned for the 5 Plan
Years following his entry into the Plan even if the
Participant terminates his employment prior to the end of
such 5 years. Under Schedule C, a Participant is 100%
vested in his interest in the Plan that is earned for his
past service and that would be earned for all future
years of service up to age 65. In all events, a
Participant shall be 100% vested in his interest in the
Plan earned in the year he terminates employment.

4.6 Funding Upon Death or Disability of Participant. If a
Participant dies, or becomes Totally and Permanently
Disabled, prior to age 65 while employed by ConAgra, no
additional funding shall be made with regard to potential
future service of the Participant. However, upon such
death, or Total and Permanent Disability, funding and
related tax gross-up shall be made as soon as possible to
adequately fund the Participant's death or disability
benefit. The Participant's benefit upon such death or
Total and Permanent Disability shall be the benefit that
can be provided based upon the assets in his
Participant's Account.

4.7 Funding Upon Early Retirement. A Participant may elect
early retirement under this Plan in the same manner and
to the same extent as provided in the Qualified Pension
Plan. If a Participant properly elects such early
retirement, immediate funding and related tax gross-up
will be made to adequately fund the Participant's early
retirement benefit.

4.8 Funding Upon Termination of Employment. Upon termination
of employment prior to age 65 (other than early
retirement under Paragraph 4.7 or death or disability
under Paragraph 4.6) funding and related tax gross-up
shall be made as soon as possible to adequately fund the
Participant's termination benefit. If the Participant's
vesting schedule is Schedule B or Schedule C any future
years funding shall be made in the applicable year (with
appropriate loss adjustments), subject to acceleration of
funding under Paragraph 4.4.

6. Participant Reports. Within 30 days after execution of
this document, each Participant will be provided a calculation
which sets forth the Participant's vested benefit under the Plan as
of that date including any vested benefit for future years of
service by the Participant. Thereafter, within 90 days after each
Plan Year end, each Participant shall receive a calculation which
sets forth the Participant's vested benefits under the Plan as of
the preceding December 31, including any vested benefits for future
years of service by the Participant.

7. Payment of Benefits. The benefits payable under this
Plan shall be payable upon the same event that causes the payment
of benefits under the Qualified Pension Plan. The form of benefits
hereunder shall be the same form as the form of benefit payments
provided under the Qualified Pension Plan with the same elections
to the Participant (and his spouse) as provided under the Qualified
Pension Plan. The amount of benefits shall be based upon the
balance in the Participant's Account with payment of benefits from
the Participant's Account payable until the Participant's Account
has a zero balance. The Trust shall purchase an annuity to fund
any payment of benefits that are to be paid in an annuity form.

8. Loss Adjustment. If the earnings and losses of a
Participant's Account do not equal or exceed the earnings rate
assumption used to compute funding under Paragraph 4.2, ConAgra
shall contribute a sufficient additional amount so that such
earnings and losses equal such earnings rate assumption. This
additional funding shall be made at such date or dates as
determined in the sole and absolute discretion of the Committee,
but no later than the earlier of the date necessary to make the
benefit payments contemplated by Paragraph 4.2 or the date of
funding pursuant to Paragraph 4.4. The intent of this Paragraph 8
is for ConAgra to incur the investment risk inherent in this
defined contribution plan, rather than the Participant. To the
extent any other provision of this Plan is inconsistent or contrary
to this Paragraph 8, this Paragraph 8 shall control.

9. Administration. This Plan shall be administered by the
Committee. The Committee shall make all determinations with regard
to the Plan, subject to the provisions of the Plan and any
determinations that are designated to be made by the Compensation
Committee. The Committee shall have the authority, subject to the
provisions of the Plan, to establish, adopt or revise rules and
regulations as it deems necessary or advisable for the
administration of the Plan. Claims procedures and claims review
procedures required by ERISA shall be developed by the Committee.
To the extent not inconsistent with the provisions of the Plan, all
determinations of the Committee shall be final, conclusive and
binding upon all the parties. Any determination or decision that
only affects a member of the Committee who is a Participant shall
be made by the Compensation Committee.

10. Beneficiary Designation. Designation of a beneficiary
under the Plan shall be in the same form and with the same
restrictions as under the Qualified Pension Plan.

11. Nonalienation of Benefits. No benefit payable under this
Plan shall be subject, at any time and in any manner, to
alienation, sale, transfer, assignment, pledge or encumbrance of
any kind.

12. Amendment and Termination. ConAgra, by action of its
Board of Directors, may amend or terminate this Plan at any time,
provided, however, no such action shall eliminate ConAgra's
obligation to provide the benefits intended to be provided by this
Plan for both past and future service of Employees who are
Participants in the Plan at the time of such action and this Plan
shall not be amended or terminated to eliminate or reduce any
benefits that a Participant shall receive. The Plan may only be
amended to reduce benefits of Employees who are not Participants at
the time of amendment and the Plan may only be terminated with
regard to Employees who are not Participants at the time of such
termination.

13. Applicable Law. This Plan and all rights hereunder shall
be governed by and construed according to the laws of the State of
Nebraska.

This Plan has been adopted effective January 1, 1988.

<PAGE>

FIRST AMENDMENT TO THE
CONAGRA NONQUALIFIED PENSION PLAN
(Effective May 11, 1989)

Effective upon ConAgra Board of Director approval of this
amendment, the ConAgra Nonqualified Pension Plan shall be amended
as follows:

ARTICLE I

Paragraph 2.1 of the Plan shall be amended to read, as
follows:

"2.1 "Change of Control" shall mean:

(i) The acquisition (other than from ConAgra) by any
person, entity or "group," within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
(the "Exchange Act"), (excluding, for this purpose, ConAgra or
its subsidiaries, or any employee benefit plan of ConAgra or
its subsidiaries which acquires beneficial ownership of voting
securities of ConAgra) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
30% or more of either the then outstanding shares of common
stock or the combined voting power of ConAgra's then
outstanding voting securities entitled to vote generally in
the election of directors; or

(ii) Individuals who, as of the date hereof, constitute
the Board (as of the date hereof the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the
date hereof whose election, or nomination for election by
ConAgra's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be, for purposes of this Agreement, considered as
through such person were a member of the Incumbent Board; or

(iii) Approval by the stockholders of ConAgra of a
reorganization, merger, consolidation, in each case, with
respect to which persons who were the stockholders of ConAgra
immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than
50% of the combined voting power entitled to vote generally in
the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, or
a liquidation or dissolution of ConAgra or of the sale of all
or substantially all of the assets of ConAgra."

<PAGE>
ARTICLE II

Paragraph 2.10 of the Plan is hereby deleted and the
paragraphs thereafter shall be appropriately renumbered.

ARTICLE III

Paragraph 4.4 shall be amended to read, as follows:

"4.4 Change of Control. Notwithstanding any other provisions
of the Plan, upon a Change of Control, any amounts
necessary to immediately fund the benefits vested
hereunder pursuant to the Participants' vesting schedule
under Paragraph 4.5 shall be immediately funded. Such
amounts include all amounts for past service of the
Participant, all amounts for future service of the
Participant that are vested under the applicable schedule
described in Paragraph 4.5 assuming the Participant will
be employed by ConAgra until age 65 and a tax gross-up
payment to the Participant (or the Participant's account)
to reflect the Federal and state income tax effects to
the Participant of the funding under this Paragraph 4.4.
Notwithstanding Paragraph 12 of the Plan, this Paragraph
4.4 may not be amended after the date of a Change of
Control."

ARTICLE IV

In all other respects the Plan is hereby confirmed.

FIRST AMENDMENT TO THE
CONAGRA NONQUALIFIED PENSION PLAN
(Effective May 11, 1989)

Effective upon ConAgra Board of Director approval of this
amendment, the ConAgra Nonqualified Pension Plan shall be amended
as follows:

ARTICLE I

Paragraph 2.1 of the Plan shall be amended to read, as
follows:

"2.1 "Change of Control" shall mean:

(i) The acquisition (other than from ConAgra) by any
person, entity or "group," within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
(the "Exchange Act"), (excluding, for this purpose, ConAgra or
its subsidiaries, or any employee benefit plan of ConAgra or
its subsidiaries which acquires beneficial ownership of voting
securities of ConAgra) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
30% or more of either the then outstanding shares of common
stock or the combined voting power of ConAgra's then
outstanding voting securities entitled to vote generally in
the election of directors; or

(ii) Individuals who, as of the date hereof, constitute
the Board (as of the date hereof the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the
date hereof whose election, or nomination for election by
ConAgra's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be, for purposes of this Agreement, considered as
through such person were a member of the Incumbent Board; or

(iii) Approval by the stockholders of ConAgra of a
reorganization, merger, consolidation, in each case, with
respect to which persons who were the stockholders of ConAgra
immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than
50% of the combined voting power entitled to vote generally in
the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, or
a liquidation or dissolution of ConAgra or of the sale of all
or substantially all of the assets of ConAgra."

<PAGE>
ARTICLE II

Paragraph 2.10 of the Plan is hereby deleted and the
paragraphs thereafter shall be appropriately renumbered.

ARTICLE III

Paragraph 4.4 shall be amended to read, as follows:

ARTICLE IV

In all other respects the Plan is hereby confirmed.

EXHIBIT 10.11

CONAGRA
SUPPLEMENTAL PENSION AND CRISP PLAN
FOR CHANGE OF CONTROL

1. Name and Purpose.

1.1 Name. The name of the plan shall be the ConAgra
Supplemental Pension and CRISP Plan for Change of Control ("Plan").

1.2 Purpose. The Board of Directors of ConAgra has
determined that the interests of ConAgra stockholders will best be
served by assuring certain employees of adequate retirement
benefits in the event of termination of employment or sale of an
IOC after a Change of Control of ConAgra. This Plan is intended to
promote stability among employees in order to serve the best
interests of ConAgra stockholders. Under this Plan, supplemental
pension and CRISP benefits will be provided to certain, eligible
employees in the event of the employee's termination or sale of an
IOC, prior to age 65, after a Change of Control.

2. Definitions.

The terms used herein shall have the following meanings
unless a different meaning is clearly required by the context:

2.1 "Additional Years of Service" means the additional Years
of Service the Eligible Employee would receive if his
employment with ConAgra was not terminated (or if the IOC
sale described in Paragraph 4 did not occur) prior to his
attaining age 65.

2.2 "Board" means the Board of Directors of ConAgra.

2.3 "Change of Control" means:

(i) The acquisition (other than from ConAgra) by any
person, entity or "group," within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 (the "Exchange Act"),
(excluding, for this purpose, ConAgra or its
subsidiaries, or any employee benefit plan of
ConAgra or its subsidiaries which acquires
beneficial ownership of voting securities of
ConAgra) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either the then
outstanding shares of common stock or the combined
voting power of ConAgra's then outstanding voting
securities entitled to vote generally in the
election of directors; or

(ii) Individuals who, as of the date hereof, constitute
the Board (as of the date hereof the "Incumbent
Board") cease for any reason to constitute at least
a majority of the Board, provided that any person
becoming a director subsequent to the date hereof
whose election, or nomination for election by
ConAgra's shareholders, was approved by a vote of
at least a majority of the directors then
comprising the Incumbent Board shall be, for
purposes of this Agreement, considered as through
such person were a member of the Incumbent Board;
or

(iii) Approval by the stockholders of ConAgra of a
reorganization, merger, consolidation, in each
case, with respect to which persons who were the
stockholders of ConAgra immediately prior to such
reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in
the election of directors of the reorganized,
merged or consolidated company's then outstanding
voting securities, or a liquidation or dissolution
of ConAgra or of the sale of all or substantially
all of the assets of ConAgra.

2.4 "Committee" means the Compensation Committee of the
Board.

2.5 "Code" means the Internal Revenue Code of 1986, as
amended.

2.6 "ConAgra" means ConAgra, Inc., a Delaware Corporation, or
any successor thereto.

2.7 "ConAgra Controlled Group" shall mean the controlled
group of corporations as defined in Code section 414, which
includes ConAgra.

2.8 "CRISP" means the ConAgra Retirement Income Savings Plan,
or any successor thereto.

2.9 "Effective Date" of this Plan means January 1, 1989.

2.10 "Eligible Employee" means any of the following employees
who have attained age 50 with at least 10 Years of
Service at the time of a Change of Control:

A. A ConAgra salaried, corporate employee. A
corporate employee is an employee who is employed
in a corporate administration department.

B. A salaried, non-plant IOC Employee.

Notwithstanding the preceding, Eligible Employee shall
exclude the following:

1. Any ConAgra employee who is a party to a
conditional employment agreement with ConAgra.
"Conditional employment agreement" refers to those
agreements between ConAgra and certain of its
executives, previously or hereafter executed,
providing certain benefits if another entity
acquires control of ConAgra, generally in the form
of those agreements incorporated at Exhibit 10.5 to
ConAgra's Form 10-K for the fiscal year ended
May 29, 1988.

2. Any employee who is not eligible to participate in
the Qualified Pension Plan and CRISP.

2.11 "IOC" means an Independent Operating Company of ConAgra.
"IOC Employee" means an employee of an IOC. However,
ConAgra recognizes that not all IOCs are separate
corporations and an IOC Employee may legally be employed
by ConAgra or a member of the ConAgra Controlled Group.

2.12 "Qualified Pension Plan" means the ConAgra, Inc. Pension
Plan for Salaried Employees or the ConAgra, Inc. Pension
Plan for Hourly Rate Production Employees, or any defined
benefit retirement plan of ConAgra or a member of the
ConAgra Controlled Group, that qualifies under section 401(a)
of the Internal Revenue Code of 1986, as amended,
whichever applies to the Eligible Employee. If the
Eligible Employee participates in more than one such
plan, benefits under each plan shall be combined for
purposes of this Plan.

2.13 "Years of Service" shall have the same meaning as set
forth in CRISP.

3. Effect of a Change of Control. In the event of
involuntary termination of an Eligible Employee's employment by a
member of the ConAgra Controlled Group after a Change of Control,
the Eligible Employee shall receive the supplemental pension and
CRISP benefit and the supplemental CRISP benefit described herein.
An Eligible Employee shall also receive a supplemental pension and
CRISP benefit hereunder if the Employee voluntarily terminates his
employment with the ConAgra Controlled Group after a Change of
Control following a reduction in the Eligible Employee's
compensation (including fringe benefits) or a substantial change in
the location of the Eligible Employee's job without the Eligible
Employee's written consent. Substantial change in location means
any location change in excess of 35 miles from the location of the
Eligible Employee's job at the time of the Change of Control.
Regardless of any other provisions of the Plan, no supplemental
pension or CRISP benefit shall be paid if the Eligible Employee's
employment with ConAgra terminates after the Eligible Employee
attains age 65.

4. Disposition of an IOC Following a Change of Control. An
Eligible Employee who is an IOC Employee shall receive a
supplemental pension and CRISP benefit hereunder if (i) all of the
stock or substantially all of the assets of the IOC of such
Eligible Employee, prior to such Eligible Employee attaining age 65
or terminating employment as described in Paragraph 3, are sold or
otherwise disposed of following a Change of Control and (ii) the
Eligible Employee's employment is subsequently terminated as
described in Paragraph 3. For purposes of this paragraph,
termination of employment shall not include termination upon the
sale or disposition unless the purchaser does not offer employment
to the Eligible Employee under similar terms and conditions
applicable to the Eligible Employee immediately preceding the sale
or disposition. Such a disposition includes the sale of one or
more members of the ConAgra Controlled Group which consist of all
or a substantial portion of the IOC. Substantial or substantially
all means greater than 50%.

5. Amount of Supplemental Pension Benefit. The supplemental
pension benefit shall be equal to the result of subtracting the
benefit the Eligible Employee will receive under the Qualified
Pension Plan from the pension benefit the Eligible Employee would
obtain under the Qualified Pension Plan if the Eligible Employee
remained in the employ of ConAgra until the Eligible Employee
attained age 65. The Eligible Employee's compensation for purposes
of computing the supplemental pension benefit (and for purposes of
Paragraph 6, below) shall be the greater of the Eligible Employee's
compensation for the calendar year preceding his termination or the
Eligible Employee's compensation for the calendar year preceding
the Change of Control. The supplemental pension benefit is to be
computed assuming the Eligible Employee is to receive an unreduced
normal retirement pension benefit payable beginning at the later of
the date the Eligible Employee attains age 60 or the date of the
Eligible Employee's termination of employment, or disposition of
the IOC, as described in Paragraphs 3 and 4. If the Eligible
Employee begins to receive his supplemental pension benefit at a
time other than as described in the preceding sentence, an
actuarial adjustment shall be made to reflect such.

6. Amount of Supplemental CRISP Benefit. The supplemental
CRISP benefit shall be equal to the amount computed, as follows:

A. The Additional Years of Service of the Eligible
Employee is multiplied by the Eligible Employee's
compensation (as described in Paragraph 5).

B. The result in A, immediately above, is multiplied
by 2%.

C. The result in B, immediately above, is present
valued to the date of the Eligible Employee's
termination of employment, or disposition of the
IOC, by the ConAgra Controlled Group (as described
in Paragraphs 3 and 4). The discount factor for
such present value shall be the discount factor
used by the Qualified Pension Plan at the time of
such termination of employment. The present value
shall be computed based on the assumption that the
result in B, immediately above, is paid ratably
(and monthly) over the Additional Years of Service
of the Eligible Employee.

D. The present value amount determined pursuant to C,
immediately above, shall be funded pursuant to
Paragraph 8, below.

7. Actuarial Assumptions and Form of Benefit. The actuarial
assumptions and methods used by this Plan shall be the same as
those used by the Qualified Pension Plan, for the preceding fiscal
year. The timing of payment and the form of benefit under this
Plan shall be the same as elected by the Eligible Employee under
the Qualified Pension Plan for the supplemental pension benefit and
the same as elected by the Eligible Employee under CRISP for the
supplemental CRISP benefit; provided, however, the Committee must
approve the Eligible Employee's form of benefit elected with
respect to this Plan.

8. Funding. The supplemental pension and CRISP benefits
payable under this Plan shall be unfunded until a voluntary or
involuntary termination or a disposition of an IOC (as described in
Paragraphs 3 and 4, above) following a Change of Control. Within
60 days following such a termination or disposition, the
supplemental pension and CRISP benefits shall be funded, in one
lump sum payment, through a trust in the form attached hereto and
incorporated by reference. The transferred amount for the
supplemental CRISP benefit shall be held in a separate account and
separately invested by the trustee. The amount accumulated in such
account shall be the sole source of payment of the supplemental
CRISP benefit, and shall be the amount of the supplemental CRISP
benefit hereunder. ConAgra shall make up any supplemental pension
benefit payments the Eligible Employee does not receive under the
trust, e.g., if the funds in the trust are insufficient to make the
payments due to insufficient earnings in the trust. A separate
trust shall be established for each Eligible Employee who is
entitled to a supplemental pension or CRISP benefit. The trustee
of such trust shall be a national or state chartered bank. If
funding of the trust is not made within the sixty day period
described in this Paragraph 8, the Eligible Employee's supplemental
pension and CRISP benefits shall then be equal to 150% multiplied
by the amount of supplemental pension and CRISP benefits described
in Paragraphs 5 and 6, above; provided, however, this increase in
benefits is not intended to remove ConAgra's obligation to fund the
trust. The supplemental pension and CRISP benefits shall not be
paid from the assets of the Qualified Pension Plan or CRISP.

9. Notice to Employees. The Vice President of Human
Resources of ConAgra shall notify the Eligible Employees of the
provisions of this Plan. Any employee receiving written notice of
the Plan from such Vice President shall automatically be an
Eligible Employee.

10. Administration. This Plan shall be administered by the
Committee. A majority vote of the Committee at a meeting at which
a quorum is present, or acts reduced to, or approved in writing by,
a majority of the members of the Committee, shall be the valid acts
of the Committee for purposes of this Plan.

11. Attorneys' Fees, Etc. If an Eligible Employee
successfully brings a lawsuit to enforce his rights hereunder,
ConAgra shall reimburse the Eligible Employee for any attorneys'
fees and expenses incurred by the Eligible Employee with respect to
such lawsuit.

12. Amendment. This Plan may be amended from time to time by
the Board; provided, however, no amendment shall be effective
subsequent to the announcement of an event that could result in a
Change of Control with respect to a person who is an Eligible
Employee on the date of such announcement.

13. Termination. This Plan may be terminated by the Board;
provided, however, the Plan may not be terminated after an
announcement of an event that could result in a Change of Control
with respect to a person who is an Eligible Employee on the date of
such announcement.

EXHIBIT 10.12

CONAGRA INCENTIVES AND DEFERRED COMPENSATION
CHANGE OF CONTROL PLAN

1. Name and Purpose.

1.1 Name. The name of the plan shall be the ConAgra
Incentives and Deferred Compensation Change of Control Plan
("Plan").

1.2 Purpose. ConAgra has adopted, established and/or entered
into various long term and short-term incentive, bonus and deferred
compensation agreements, programs and plans. Additionally, certain
of such arrangements provide that all or a portion of the payments
and benefits under such arrangements shall be deferred, vested over
future periods and/or paid in ConAgra stock (restricted or
unrestricted). The Board of Directors of ConAgra has determined
that the interests of ConAgra stockholders will best be served by
assuring employees that their incentive, bonus and deferred
compensation payments will remain intact during any event that
could result in a change of control of ConAgra. This Plan is
intended to promote stability among employees in order to serve the
best interests of ConAgra stockholders. Under this Plan, payments,
benefits and deferred compensation under the incentive, bonus,
deferred compensation and similar type arrangements shall be
protected in the event of change of control of ConAgra.

2. Definitions.

The terms used herein shall have the following meanings
unless a different meaning is clearly required by the context:

2.1 "Board" means the Board of Directors of ConAgra.

2.2 "Change of Control" means:

(i) The acquisition (other than from ConAgra) by any
person, entity or "group," within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 (the "Exchange Act"),
(excluding, for this purpose, ConAgra or its
subsidiaries, or any employee benefit plan of
ConAgra or its subsidiaries which acquires
beneficial ownership of voting securities of
ConAgra) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either the then
outstanding shares of common stock or the combined
voting power of ConAgra's then outstanding voting
securities entitled to vote generally in the
election of directors; or

(ii) Individuals who, as of the date hereof, constitute
the Board (as of the date hereof the "Incumbent
Board") cease for any reason to constitute at least
a majority of the Board, provided that any person
becoming a director subsequent to the date hereof
whose election, or nomination for election by
ConAgra's shareholders, was approved by a vote of
at least a majority of the directors then
comprising the Incumbent Board shall be, for
purposes of this Agreement, considered as through
such person were a member of the Incumbent Board;
or

(iii) Approval by the stockholders of ConAgra of a
reorganization, merger, consolidation, in each
case, with respect to which persons who were the
stockholders of ConAgra immediately prior to such
reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in
the election of directors of the reorganized,
merged or consolidated company's then outstanding
voting securities, or a liquidation or dissolution
of ConAgra or of the sale of all or substantially
all of the assets of ConAgra.

2.3 "Committee" means the Compensation Committee of the
Board.

2.4 "ConAgra" means ConAgra, Inc., a Delaware Corporation, or
any successor thereto.

2.5 "ConAgra Controlled Group" means the controlled group of
corporations as described in I.R.C. Section 414(b), which
includes ConAgra.

2.6 "Covered Plans" means all incentive, bonus, deferred
compensation and similar type arrangements currently or
subsequently approved by the Committee or pursuant to
authority delegated by the Committee.

2.7 "Effective Date" of this Plan means January 1, 1989.

2.8 "Fiscal Year" means ConAgra's fiscal year. If a Fiscal
Year is referred to with respect to a Covered Plan that
has a year different than ConAgra's fiscal year, in this
instance Fiscal Year shall mean that applicable year.

2.9 "Nondiscretionary Plan" means a Covered Plan under which
the award, the incentive, or the payment for a particular
year is not subject to the discretion of a member of the
ConAgra Controlled Group, i.e., the award or payment is
computed by a formula. A "Discretionary Plan" means any
Covered Plan that is not a Nondiscretionary Plan.

2.10 "Participant" means a person participating in a Covered
Plan.

3. Effect of a Change of Control.

In the event of a Change of Control, the following shall
apply, regardless of any provision of the Covered Plans:

A. All payments, awards and benefits under the Covered Plans
shall be immediately nonforfeitable by the Participants.
This shall include, but not be limited to, any payment,
award or benefit that is deferred and any payment, award
or benefit that is payable in ConAgra stock.

B. Any Participant terminated after a Change of Control, but
prior to the date the Participant would otherwise be
eligible (if the provisions of this Plan did not apply)
to receive an award, payment or benefit under a Covered
Plan shall receive a pro rata award. The pro rata award
shall be based upon the number of days the Participant
was employed by a member of the ConAgra Controlled Group
during the applicable Fiscal Year.

C. The method of, and the factors used in, computing the
awards, benefits and payments under each Covered Plan may
not be changed prior to the Fiscal Year after the Change
of Control. Also, any interest cost or overhead charges
that relate directly or indirectly to the Change of
Control shall be ignored for computing the awards,
benefits and payments under each Covered Plan.

The following is a list of example items that may not be
changed with respect to the Covered Plans. The list is
not intended to be all inclusive, but is merely set forth
for exemplary purposes.

(1) Accounting methods and procedures.
(2) Performance objectives, guidelines and formulae
(individual or group).
(3) Capital charges.
(4) Allocation and formulae methods.
(5) Participants and eligibility.
(6) Payment provisions, e.g., timing of payment and
form of payment, except for the funding provisions
of Paragraph 4, below.
(7) Methods, procedures and formulae for computing
bonus pools.
(8) Sale, disposition or transfer of all, or a
significant portion, of the assets utilized in
achieving the original objectives of a Covered
Plan.

If any changes are made to a Covered Plan before the
Fiscal Year following the Change of Control, each
Participant in a (1) Nondiscretionary Plan shall receive
an award, benefit or payment equal to the maximum award,
benefit or payment available under the applicable Covered
Plan; and (2) Discretionary Plan shall receive an award,
benefit or payment for the Fiscal Year of the Change of
Control which is no less than the dollar amount of the
highest annual award, benefit or payment the Participant
received for any of the preceding three Fiscal Years.

D. No Covered Plan may be terminated prior to the Fiscal
Year following the Change of Control.

4. Funding. The awards, benefits and payments contemplated
under the Covered Plans shall be funded only in accordance with the
provisions of the applicable Covered Plan until a Change of
Control. Upon a Change of Control, the awards, benefits and
payments that are deferred according to the applicable Covered Plan
shall be funded, in one lump sum payment, through a trust. The
transfer shall be made within 60 days following the later of the
date of the Change of Control or the date the award, benefit or
payment is computed under the normal administration of the
applicable Covered Plan. If the deferral under the applicable
Covered Plan is to be made in ConAgra stock, the appropriate number
of shares of ConAgra stock shall be transferred to the trust.

ConAgra shall make up any award, benefit or payment the
Participant does not receive under the trust, e.g., if the funds in
the trust are insufficient to make the payments due to insufficient
earnings in the trust. A separate trust shall be established for
each Participant who is entitled to a deferred award, benefit or
payment. The trustee of such trust shall be a national or state
chartered bank. If funding of the trust is not made within the
sixty day period described in this Paragraph 4, the Participant's
deferred award, benefit or payment shall then be equal to 150%
multiplied by the amount of the deferred award, benefit or payment
the Participant would otherwise receive; provided, however, this
increase is not intended to remove ConAgra's obligation to fund the
trust.

5. Notice of Employees. The Vice President of Human
Resources of ConAgra shall notify the Participants of the
provisions of this Plan.

6. Administration. This Plan shall be administered by the
Committee. A majority vote of the Committee at a meeting at which
a quorum is present, or acts reduced to, or approved in writing by,
a majority of the members of the Committee, shall be the valid acts
of the Committee for purposes of this Plan.

7. Qualified Plans. The Plan shall neither apply to, nor
have any effect on, a ConAgra plan intended to qualify under
Section 401(a) of the Internal Revenue Code of 1986, as amended.

8. Amendment. This Plan may be amended from time to time by
the Board; provided, however, no amendment shall be effective prior
to the beginning of the Fiscal Year following the date the action
is taken to amend this Plan.

9. Termination. This Plan may be terminated by the Board;
provided, however, the Plan may not be terminated prior to the
beginning of the Fiscal Year following the date the action is taken
to terminate this Plan.

EXHIBIT 10.20

CONAGRA, INC.

EXECUTIVE ANNUAL INCENTIVE PLAN

1. PURPOSE. The principal purpose of the ConAgra Executive
Annual Incentive Plan (the "Plan") is to provide incentives to
executive officers of ConAgra ("ConAgra") who have significant
responsibility for the success and growth of ConAgra and to assist
ConAgra in attracting, motivating and retaining executive officers
on a competitive basis.

2. ADMINISTRATION OF THE PLAN. The Plan shall be
administered by the Human Resources Committee of the Board of
Directors (the "Committee"). The Committee shall have the sole
discretion to interpret the Plan; approve a pre-established
objective performance measure or measures annually; certify the
level to which each performance measure was attained prior to any
payment under the Plan; approve the amount of awards made under the
Plan; and determine who shall receive any payment under the Plan.

The Committee shall have full power and authority to
administer and interpret the Plan and to adopt such rules,
regulations and guidelines for the administration of the Plan and
for the conduct of its business as the Committee deems necessary or
advisable. The Committee's interpretations of the Plan, and all
actions taken and determinations made by the Committee pursuant to
the powers vested in it hereunder, shall be conclusive and binding
on all parties concerned, including ConAgra, its stockholders and
any person receiving an award under the Plan.

3. ELIGIBILITY. Executive officers of ConAgra shall be
eligible to receive awards under the Plan. Such executive officers
include the Chief Executive Officer, the corporate management
executive committee members, the members of the Office of the
President, and any persons performing similar duties in the future.
The Committee shall designate the executive officers who will
participate in the Plan each year.

4. AWARDS. The Committee shall establish annual incentive
award targets for ConAgra executive officers. If an individual
becomes an executive officer during the year, such individual may
be granted eligibility for an incentive award for that year upon
such individual becoming an executive officer.

The Committee shall also establish annual performance targets
which must be achieved in order for an award to be earned under the
Plan. Such targets shall be based on earnings, earnings per share,
growth in earnings per share, achievement of annual operating
profit plans, return on equity performance, or similar financial
performance measures as may be determined by the Committee. The
specific performance targets for each participating executive
officer shall be established in writing by the Committee within
ninety days after the commencement of the fiscal year (or within
such other time period as may be required by Section 162(m) of the
Internal Revenue Code) to which the performance target relates.
The performance target shall be established in such a manner than
a third party having knowledge of the relevant facts could
determine whether the performance goal has been met.

Awards shall be payable following the completion of each
fiscal year upon certification by the Committee that ConAgra
achieved the specified performance target established for the
participating executive officer. Notwithstanding the attainment by
ConAgra of the specified performance targets, the Committee has the
discretion, for each executive officer, to reduce some or all of an
award that would otherwise be paid. However, in no event may a
participant receive an award of more than .35% of ConAgra's profit
before income taxes under the Plan in any fiscal year.

5. MISCELLANEOUS PROVISIONS. ConAgra shall have the right
to deduct from all awards hereunder paid in cash any federal,
state, local or foreign taxes required by law to be withheld with
respect to such awards. Neither the Plan nor any action taken
hereunder shall be construed as giving any employee any right to be
retained in the employ of ConAgra. The costs and expenses of
administering the Plan shall be borne by ConAgra and shall not be
charged to any award or to any executive officer receiving an
award.

6. EFFECTIVE DATE, AMENDMENTS AND TERMINATION. The Plan
shall become effective on May 5, 1994, subject to approval by the
stockholders of ConAgra at the 1994 Annual Meeting of Stockholders.
The Committee may at any time terminate or from time to time amend
the Plan in whole or in part, but no such action shall adversely
affect any rights or obligations with respect to any awards
theretofore made under the Plan. However, unless the stockholders
of ConAgra shall have first approved thereof, no amendment of the
Plan shall be effective which would increase the maximum amount
which can be paid to any one executive officer under the Plan in
any fiscal year, which would change the specified performance goals
for payment of awards, or which would modify the requirement as to
eligibility for participation in the Plan.

<TABLE> Exhibit 11

CONAGRA, INC. AND SUBSIDIARIES

Computation of Income Per Share

<CAPTION> (In millions, except per share amounts)

Fiscal Year Ended

Fifty-two/Fifty-three Weeks

May 27, May 26, May 31, May 30, May 29,
1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C>
Computation of income per common
and common equivalent share:
Income before cumulative
effect
of change in accounting
principle $ 256.3 $ 332.0 $ 372.4 $ 391.5 $ 437.1
Less preferred
dividends 1.3 19.5 24.5 24.0 24.0
------- ------- ------- ------- -------
Income available to common
stock before cumulative
effect of change in
accounting
principle 255.0 312.5 347.9 367.5 413.1
Cumulative effect of change
in accounting
principle - - - (121.2) -
------- ------- ------- ------- -------
Income available to
common stock $255.0 $312.5 $347.9 $246.3 413.1
======= ======= ======= ======= =======
Weighted average common
shares outstanding -
ConAgra 182.1 201.5 227.9 230.3 226.7
Add shares applicable to
stock options using
average market price -
ConAgra 2.7 3.8 4.0 2.7 1.8
Add Golden Valley common
and common
equivalent shares -
ConAgra
equivalent* 15.5 15.3 - - -
------- ------- ------- ------- -------
Average common and common
equivalent shares
outstanding 200.3 220.6 231.9 233.0 228.5
======= ======= ======= ======= =======

Income per common and common
equivalent share:
Before cumulative effect of change
in accounting
principle $ 1.27 $ 1.42 $ 1.50 $ 1.58 $ 1.81
Cumulative effect of change in
accounting
principle - - - (0.52) -
-------- -------- -------- -------- --------

Net Income $ 1.27 $ 1.42 $ 1.50 $ 1.06 $ 1.81
======== ======== ======== ======== ========

Computation of income per common
share assuming full dilution:
Income available to common stock
before cumulative effect of
change in accounting
principle $ 255.0 $ 312.5 $ 347.9 $ 367.5 $ 413.1
Add dividends on convertible
preferred
stock 0.5 19.5 24.5 24.0 24.0
------- ------- ------- ------- -------
Net income available to common
stock before cumulative effect of
change in accounting principle
assuming full
dilution 255.5 332.0 372.4 391.5 437.1
Cumulative effect of change in
accounting
principle - - - (121.2) -
------- ------- ------- ------- -------
Net income applicable to common
stock assuming
full dilution $ 255.5 $ 332.0 $ 372.4 $ 270.3 $ 437.1
======= ======= ======= ======= =======

Weighted average common
shares outstanding -
ConAgra 182.1 201.5 227.9 230.3 226.7
Add shares assumed issued for
convertible preferred stock -
ConAgra 1.4 11.7 14.8 14.7 14.6
Add shares applicable to stock
options using the period-end
market price if higher than
average market price -
ConAgra 2.7 3.8 4.0 2.8 1.9
Add Golden Valley common and common
equivalent shares -
ConAgra
equivalent* 15.5 15.3 - - -
------- ------- ------- ------- -------

Average common and common
equivalent shares assuming
full dilution 201.7 232.3 246.7 247.8 243.2
======= ======= ======= ======= =======

Income per common share assuming full dilution:
Before cumulative effect of change
in accounting
principle $ 1.27 $ 1.43 $ 1.51 $ 1.58 $ 1.80
Cumulative effect of change in
accounting
principle - - - (0.49) -
-------- -------- -------- -------- --------

Net Income $ 1.27 $ 1.43 $ 1.51 $ 1.09 $ 1.80

*ConAgra share equivalent, at the exchange ratio of .8514 of a share of ConAgra
common stock for eachshare of Golden Valley common stock, to reflect the
pooling of interests.

</TABLE>

<TABLE>
CONAGRA, INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND OF
EARNINGS TO COMBINED FIXED CHARGES & PREFERRED STOCK DIVIDENDS
($ IN MILLIONS)

<CAPTION>
Fiscal Years Ended May
____________________________________________
1990 1991 1992 1993 1994
________ ________ ________ ________ ________
<S> <C> <C> <C> <C> <C>
Fixed charges:
Interest expense $ 208.6 $ 334.8 $ 359.2 $ 294.0 $ 295.1
Capitalized interest 4.7 6.4 4.9 2.3 1.7
Interest in cost of goods sold 19.5 19.3 17.1 14.6 12.7
One third of non-cancellable lease rent 30.6 40.3 42.7 43.7 43.5
-------- -------- -------- -------- --------
Total fixed charges (A) 263.4 400.8 423.9 354.6 353.0

Add preferred stock dividends of the company 2.1 32.6 38.7 38.7 39.3
-------- -------- -------- -------- --------
Total fixed charges and preferred stock
dividends (B) $ 265.5 $ 433.4 $ 462.6 $ 393.3 $ 392.3
======== ======== ======== ======== ========

Earnings:
Pretax income $ 406.6 $ 556.7 $ 587.7 $ 631.4 $ 720.0
Adjustment for unconsolidated subidiaries 0.9 3.5 11.0 8.3 (1.8)
-------- -------- -------- -------- --------
Pretax income of the Company as a whole 407.5 560.2 598.7 639.7 718.2

Add fixed charges 263.4 400.8 423.9 354.6 353.0
Less capitalized interest (4.7) (6.4) (4.9) (2.3) (1.7)
-------- -------- -------- -------- --------
Earnings and fixed charges (C) $ 666.2 $ 954.6 $1,017.7 $ 992.0 $1,069.5
======== ======== ======== ======== ========

Ratio of earnings to fixed charges (C/A) 2.5 2.4 2.4 2.8 3.0

Ratio of earnings to combined fixed charges
and preferred stock dividends (C/B) 2.5 2.2 2.2 2.5 2.7
</TABLE>
EXHIBIT 12 (Continued)

For the purpose of computing the above ratio of earnings to fixed
charges, earnings consist of income before taxes and fixed charges.
Fixed charges, for the purpose of computing earnings are adjusted
to exclude interest capitalized. Fixed charges include interest on
both long and short term debt (whether said interest is expensed or
capitalized and including interest charged to cost of goods sold),
and a portion of noncancellable rental expense representative of the
interest factor. The ratio is computed using the amounts for ConAgra
as a whole, including its majority-owned subsidiaries, whether or
not consolidated, and its proportionate share of any 50% owned
subsidiaries, whether or not ConAgra guarantees obligations of
these subsidiaries.

For purposes of calculating the above ratio of earnings to
combined fixed charges and preferred dividends, preferred stock
dividend requirements (computed by increasing preferred stock
dividends to an amount representing the pre-tax earnings which
would be required to cover such dividend requirements) are
combined with fixed charges as described above, and the total is
divided into earnings as described above.

EXHIBIT 13

NAGRA, INC.
ANNUAL REPORT
1994

(Image material omitted)

INSIDE FRONT COVER
CONAGRA, INC.
ConAgra is a diversified, international food company. Our
mission is to increase stockholders' wealth. Our job is to help
feed people better.
We operate across the food chain around the world. Our
products range from convenient prepared foods for today's busy
consumers to supplies farmers need to grow their crops.
We have major businesses in branded grocery products --
shelf-stable and frozen foods, processed meats, chicken and
turkey products and cheeses -- as well as major businesses in
potato products, private label grocery products, beef, pork,
seafood, grain and pulse (edible beans) merchandising, grain
processing, specialty retailing, crop protection chemicals,
fertilizers and animal feed.

75 YEARS OF FEEDING PEOPLE BETTER

This year's annual report celebrates ConAgra's 75th
anniversary -- and the 87,000 people who made the ConAgra of 1994
the strong and dynamic company it is.
Some of those people are pictured on these pages -- but all
of them, and many who came before them, share in the remarkable
achievements of our first 75 years.
Today we are building on our heritage. We are striving to
do what we do best even better. Yet we are changing to stay
ahead of dynamic markets, and we are taking advantages of new
opportunities around the world.
We are confident of continued success for a very simple
reason: we believe ConAgra has the best employees and the best
leaders in the food industry. We dedicate this 75th anniversary
annual report to the outstanding ConAgra team, past and present.

Contents
ConAgra History . . . . . . . . . . . . . . . Front Cover Foldout
Chairman & CEO Letter . . . . . . . . . . . . . . . . . . . . 1
Objectives & Results . . . . . . . . . . . . . . . . . . . . 4
Business Review . . . . . . . . . . . . . . . . . . . . . . 6-21
Prepared Foods . . . . . . . . . . . . . . . . . . . . . 8
Trading & Processing . . . . . . . . . . . . . . . . . 16
Agri-Products . . . . . . . . . . . . . . . . . . . . . 19
Management's Discussion & Analysis . . . . . . . . . . . . . 22
Eleven-Year Results . . . . . . . . . . . . . . . . . . . . . 26
Board of Directors . . . . . . . . . . . . . . . . . . . . . 27
Principal Officers . . . . . . . . . . . . . . . . . . . . . 28
Corporate Citizenship . . . . . . . . . . . . . . . . . . . . 30
Independent Auditors' Report . . . . . . . . . . . . . . . . 32
Consolidated Financial Statements . . . . . . . . . . . . . 33-38
Notes to Consolidated Financial Statements . . . . . . . . 39-48
Investor Information . . . . . . . . . . . . . Inside Back Cover

FINANCIAL HIGHLIGHTS

Dollars in millions except per share amounts

Fiscal Year Ended May 29, 1994 May 30, 1993 Percent
Change
------------ ------------ --------
Net sales $23,512.2 $21,519.1 9.3%
Income before
income taxes $720.0 $631.4* 14.0%
Net income $437.1 $391.5* 11.6%
Net income
per share $1.81 $1.58* 14.6%
Common stock price
at year end $28.50 $25.13 13.4%
Common stock
dividend rate
at year end $ .72 $ .62 16.1%
Cash earnings
return on year-
beginning common
stockholders'
equity** 23.7% 23.2%
5-year average: 23.6%
Employees at
year end 87,309 83,975 4.0%

* Before cumulative effect of change in accounting principle.
(See Note 1, page 39.)

** As defined on page 4, Objectives & Results.

Cover photos are identified on page 48.

(Image material omitted)

Printed on recycled paper.

75 YEARS OF FEEDING PEOPLE BETTER 1919-1994

(Image material omitted)

1919 September 29, 1919 -- four Nebraska flour
mills consolidated and incorporated as
Nebraska Consolidated Mills, headquartered in
Grand Island, Nebraska.

Alva R. Kinney became the first president of
Nebraska Consolidated Mills.

1922 Nebraska Consolidated Mills (NCM) reported
its first profit -- $175,000. Sales were
about $9 million. NCM purchased the Updike
Mill in Omaha ... and NCM headquarters moved
to Omaha.

(Image material omitted)

1936 R.S. Dickinson became the second president of
Nebraska Consolidated Mills.

1941 NCM's first expansion outside Nebraska -- a
new flour mill was built at Decatur, Alabama.

(Image material omitted)

1942 First entry into the feed business -- Red Hat
Feeds sales began at the Decatur plant.

1951 First major move into the grocery products
field with the development of Duncan Hines
cake mixes, named after a well-known
restaurant critic.

1954 J. Allan Mactier became the third president
of Nebraska Consolidated Mills. (R.S.
Dickinson continued as board chairman until
1970.)

1956 The Duncan Hines cake mix business was sold
to Procter & Gamble, netting nearly $1
million.

1957 First expansion outside the continental U.S.
Construction began on Molinos de Puerto
Rico -- a feed, flour and corn milling
complex.

1961 First entry into the chicken business. NCM
purchased a broiler operation in Tunnel Hill,
Georgia.

1965 First entry into Europe. NCM began a joint
venture feed mill in LaCoruna, Spain.

1969 Montana Flour Mills Company was purchased and
NCM's flour milling operations spanned the
U.S.

NCM celebrated its 50th birthday. Flour was
still king, providing 40% of total sales.
Feed and poultry accounted for 24% and 21%,
respectively.

1970 NCM entered the seafood business with the
purchase of Stral Catfish in Alabama.

(Image material omitted)

1971 Nebraska Consolidated Mills changed its name
to ConAgra, Inc. "ConAgra" was derived from
Latin roots for "with" and "land," and
signified the growing company's past and
future "partnership with the land."

Fiscal 1971 sales were about $273 million,
and the company had 4,105 employees in 13
states, Puerto Rico and Spain.

1973 ConAgra common stock was listed on the New
York Stock Exchange. Trading began at 10
a.m. on January 9, 1973.

First entry into the pet products business --
ConAgra purchased a Kasco dog food plant in
Illinois and Geisler Pet Products Co. of
Omaha.

(Image material omitted)

1974 ConAgra nearly went bankrupt, losing almost
$12 million in fiscal 1974 -- twice as much
as fiscal 1973's record profit of $6 million.

Claude Carter became president, and Pillsbury
executive Mike Harper was hired as ConAgra's
first "chief operating officer."

1975 ConAgra returned to profitability, earning
$4.1 million in fiscal 1975. Sales were $574
million.

1976 Mike Harper became president and chief
executive officer of ConAgra. (He was named
chairman and chief executive officer in
1981.)

ConAgra entered the grain merchandising
business by purchasing McMillan Company's
grain merchandising operations.

(Image material omitted)

1978 ConAgra entered the agricultural chemical
distribution business by acquiring 49% of
United Agri Products (UAP).

1979 ConAgra acquired the remaining 51% of UAP.

1980 First entry into the frozen food business.
ConAgra acquired Banquet Foods Company from
RCA.

(Image material omitted)

1981 First major expansion in seafood business --
ConAgra acquired Singleton Packing Corp.

ConAgra's sales reached $1 billion in fiscal
1981.

1982 Heublein Company executive Phil Fletcher
joined ConAgra as president of Banquet Foods.

(Image material omitted)

ConAgra acquired Peavey Company and became
the largest U.S. flour miller and the largest
publicly held grain merchandiser.

ConAgra and Imperial Foods Limited combined
their poultry operations and formed Country
Poultry, Inc., each owning 50%. (ConAgra
acquired the remaining 50% in 1984.)

(Image material omitted)

1983 First major entry into the meat business.
ConAgra acquired Armour Food Company from
Greyhound.

(Image material omitted)

ConAgra formed ConAgra Trading Company,
opening commodity trading offices around the
world, and -- over the next few years, buying
established international trading companies.

1985 Fiscal 1985 sales passed the $5 billion mark.

(Image material omitted)

1986 ConAgra acquired the Del Monte frozen food
business from RJR/Nabisco -- including the
brands Morton, Patio and Chun King.

(Image material omitted)

1987 ConAgra grew rapidly in beef and pork
processing by acquiring the E.A. Miller and
Monfort of Colorado businesses, and a 50%
interest in Swift Independent Packing Company
(SIPCO).

1988 ConAgra announced plans to build a state-of-
the-art product development laboratory and a
new headquarters campus in Omaha, Nebraska.

(Image material omitted)

The first Healthy Choice products, frozen
dinners, were introduced.

ConAgra and Golden Valley Microwave Foods
each acquired 50% of leading U.S. frozen
potato processor Lamb-Weston.

ConAgra sales passed $10 billion.

1989 New ConAgra Campus in Omaha opened with
ConAgra Frozen Foods moving from St. Louis
into the first completed building.

ConAgra purchased the remaining 50% of SIPCO.

(Image material omitted)

1990 ConAgra purchased Beatrice Company for cash
and stock totaling $1.36 billion (ConAgra's
largest acquisition in its history).

1991 First major entry into Australia. ConAgra
acquired Australian beef processing (50%
interest), malt manufacturing and wool
trading and processing businesses from Elders
IXL Limited. (The beef business was known as
Australia Meat Holdings.)

Golden Valley Microwave Foods merged with
ConAgra.

(Image material omitted)

ConAgra sales passed $20 billion.

1992 Healthy Choice expanded beyond the freezer
case when Healthy Choice soups were
introduced.

First major entry into the private label
consumer products business. ConAgra acquired
Arrow Industries.

Phil Fletcher became president and chief
executive officer; Mike Harper remained
chairman of the board.

(Image material omitted)

1993 First entry into kosher products -- ConAgra
acquired National Foods.

Retail sales of Healthy Choice products
reached the $1 billion/year rate. The 5-
year-old Healthy Choice line numbered 300-
plus products.

Phil Fletcher was named chairman and chief
executive officer on May 31, 1993 when Mike
Harper became chairman and CEO of RJR Nabisco
Holdings Corp.

ConAgra acquired a majority interest in
Australia Meat Holdings.

(Image material omitted)

ConAgra increased its common stock dividend
16%, the 18th consecutive year of increases
of 14% or more.

(Image material omitted)

1994 The Healthy Choice brand was licensed to
Kellogg, and Healthy Choice Cereals from
Kellogg's were introduced.

First major entry into Mexico. ConAgra
acquired a 20% interest in Desc subsidiary
Univasa, S.A. de C.V.

ConAgra continued global expansion, including
new ventures in Denmark (barley malting),
China (barley malting) and Australia (wool
combing).

ConAgra reported its 14th consecutive year of
record earnings.

September 29, 1994 ConAgra celebrates its 75th anniversary with
87,000 employees in all 50 states and 27
countries.

(Image material omitted)

TO OUR STOCKHOLDERS, EMPLOYEES AND OTHER FRIENDS

CREATING VALUE
This annual report, on the eve of ConAgra's 75th
anniversary, is a tribute to the people who create value --
ConAgra's employees. And this letter is about how all of us are
working to create value for ConAgra's shareholders.
A year ago, I shared with you our action agenda for building
on ConAgra's strong foundation to enhance shareholder value.
That agenda was and is driven by two central commitments: 1.
Manage our businesses aggressively to achieve ConAgra's financial
objectives, including 14-plus percent long-term earnings per
share growth. 2. Invest our cash flows in opportunities to grow
across the food chain.

STRONG RESULTS IN FISCAL 1994
I believe our initiatives had a positive impact on fiscal
1994's results.
* Earnings per share advanced 15 percent in ConAgra's
14th consecutive year of record earnings per share.
* We increased our common stock dividend 16 percent, an
expression of our confidence in ConAgra's earning power
and strong cash flows. Our shareholders have enjoyed a
dividend increase of 14 percent or more every year
since 1976.
* We invested $395 million in capital expenditures to
improve business systems, modernize plants and
equipment, boost efficiency and expand capacity. We
exceeded our original capital investment plan by more
than $100 million as we identified and seized promising
new opportunities.
* We met ConAgra's premium return on equity, trend line
earnings growth and dividend growth objectives for the
19th consecutive year. As usual, you'll find our
financial objectives and results on pages 4 and 5 of
our annual report.
A year ago, I also said I was not happy with ConAgra's then-
recent stock price performance. I'm pleased that ConAgra's
performance and prospects now are getting more respect from the
stock market.
During the year through mid-July, as this letter moved from
pen to press, ConAgra's stock price was up 23 percent.
Meanwhile, the general stock market (Standard & Poor's 500)
increased 1 percent and food stocks (Standard & Poor's Food
Group) dipped 1 percent.
In sum, fiscal 1994 was a good year for value creation
within ConAgra, thanks to our employees who made it happen. The
year demonstrated the strength of our company's foundation and
fortified our commitment to manage aggressively and invest for
growth.

(Image material omitted)

MANAGING AGGRESSIVELY
Our first priority for managing aggressively is to structure
our management for success. Select the best leaders, give them
the right organization and assets, and get out of their way. Our
long-term shareholders will recognize this emphasis as a ConAgra
trademark and tradition.
ConAgra's businesses are led by the members of the Office of
the President, the senior executives responsible for our major
groups of operating companies. The Office of the President was
created in 1981 to facilitate and manage ConAgra's dramatic
growth.
Over time, the Office of the President has changed and grown
stronger. We now have six members of the Office of the President
who I believe are the very best executives in each of their food
industry sectors.
Strong leaders build strong management teams. The Office of
the President members are structuring their business groups for
success. This is evident in a number of our operating companies,
including frozen foods and pork products, where changes in
management were a catalyst for much better results last year.
Strong leaders also manage their assets aggressively.
During fiscal 1994, we sold a chicken products complex; closed
frozen foods, pork and beef plants; and downsized a tomato
products plant. Those actions, accomplished without fanfare or
restructuring charge, are paying off now.
As I explained last year, leveraging the power of ConAgra's
family of independent operating companies is an important
management priority. Two years ago we initiated GTFM! -- Get the
Family Money! -- to harness the profit power of our companies
working together in areas such as procurement, transportation,
warehousing, energy and intra-ConAgra sales.
In fiscal 1994, we achieved our GTFM! objective of $100
million in contribution to ConAgra's pretax earnings. Much of
this would have been achieved in due course without a formal
GTFM! effort. However, much of it was spurred by GTFM!'s targets
and incentives. The most significant GTFM! outcome is the
cooperative profit-oriented process now embedded in our
diversified businesses.
And indeed, ConAgra is diversified, probably more so than
any other U.S. food company. That diversification is a great
strength of our company. It spreads our opportunities and risks,
and tends to balance and stabilize earnings. Better balance in
our earnings mix was a key reason for strong earnings growth in
fiscal 1994.

INVESTING FOR GROWTH
In fiscal 1995, we plan to invest $470 million in capital
expenditures, 19 percent higher than last year. Our plans
encompass a productive array of plant and equipment additions and
improvements. As I noted last year, we also are investing more
in "software" -- developing our people, improving business
processes and leveraging information technology.
Strategic war gaming, for example, is a significant
investment to sharpen management's strategic skills. In January,
we brought together about 60 senior operating and corporate staff
officers to wage a strategic war game. ConAgra and competitor
companies battled for nine years (in three days) to win in the
marketplace of the future.
Positive outcomes were apparent. We see our competitors
more clearly. We are improving our planning processes. We are
refining our strategies for foodservice and international growth.
Still another outcome of our first war game was support for
our emphasis on information systems enhancement and leadership.
To that end, we established the new position of chief information
officer for the corporation.
We are increasing our investments in ConAgra's powerful
brand equities, a core strength of our company. ConAgra is one
of the leading branded food products companies in the world, with
18 brands that each chalk up retail sales of more than $100
million a year. Of the 18, five -- Banquet, Country Pride,
Hunt's, Butterball and Eckrich -- enjoy retail sales over $500
million. One -- Healthy Choice -- is a billion dollar brand.
Healthy Choice had a banner year in fiscal 1994. As
measured by Information Resources, Inc., Healthy Choice unit and
dollar sales grew 16 percent in fiscal 1994 and over 20 percent
during the last 12 weeks of the year. Furthermore, Healthy
Choice was a major contributor to ConAgra's earnings growth in
fiscal 1994.
In an exciting new development, we've teamed up with Kellogg
Company to introduce Healthy Choice Cereals from Kellogg's, a
line of three multi-grain ready-to-eat cereals. They balance
great taste and great nutrition, the Healthy Choice hallmark.
Licensing the Healthy Choice brand is another way to build on
ConAgra's brand power.
Adding value is not solely the province of our consumer
products businesses. It's a priority for all ConAgra businesses.
We are introducing a line of branded fresh pork roast
products under the Armour Premium name. We are building a
meaningful base in value-added beef products for foodservice
customers. Our new tortilla business and mixes for bread-making
machines extend our grain processing competence. We are
investing in agri-technology projects with considerable
potential.
Another ConAgra investment priority is international growth.
Last year, we raised from 50 percent to 91 percent our stake
in Australia's premier producer and exporter of beef products.
We acquired a 20-percent interest in Univasa, the food business
of Desc, one of Mexico's leading companies. ConAgra's strategic
alliance with Desc can be the launch platform for a major food
business in Mexico.
Following and growing with our customers is a key
international strategy. Our new joint venture with Meijer Frozen
Foods in the Netherlands creates a larger, more competitive
producer of potato products for our foodservice customers in
Europe. A ConAgra-Carlsberg joint venture is building a barley
malting plant in Denmark to supply Carlsberg and other brewers in
Europe. Our joint venture with Australia-based Joe White
Maltings will serve Foster's Brewing Group and other
international brewers in China.
In fiscal 1994, ConAgra's board of directors formed a new
international committee to help us grow internationally. The
newest member of the committee and ConAgra's board is Marjorie
Scardino. Entrepreneur, business leader and internationalist --
she is a welcome addition to our board.

FISCAL 1995 OUTLOOK: RECORD EARNINGS
ConAgra enters fiscal 1995 with good momentum. Strong cash
flows support our initiatives to boost earnings, and a number of
external industry factors appear meaningfully better than a year
ago. We expect to begin ConAgra's next 75 years with our
company's 15th consecutive year of record earnings per share in
fiscal 1995.

CREATING VALUE
ConAgra's strong foundation was built on four strategic
pillars: security, excellence, growth and renewal. All are
important. But ultimately, value is forged on the anvil of
renewal.
Business and political climates change rapidly in our
shrinking world. To compete effectively, we must be flexible and
nimble, open to new ideas, changing constantly. Consequently,
our company's process of constant renewal is my top personal
priority.
We must regularly reinvigorate our businesses and processes
to build on our company's strong foundation and continue to
achieve premium long-term results for our shareholders. Indeed,
ConAgra has created substantial value for our shareholders over
the long run.
To illustrate, ConAgra has been a Fortune 100 company for
the past nine years. During those years, ConAgra averaged in the
top five percent of Fortune 100 and Fortune 500 companies in 10-
year return to investors. Our average annual return to investors
exceeded 20 percent in each 10-year period.
I'd like to recognize a prominent contributor to that
record. George Haefner is retiring after many years as the
leader of our poultry products business and a member of ConAgra's
Office of the President. George, you've earned our shareholders'
gratitude.
Let's close with special thanks to all of ConAgra's creators
of value -- our employees, more than 87,000 strong, and our
retired employees. You have written a remarkable story of
success for 75 years. Congratulations and happy anniversary to
all!
Sincerely,

Philip B. Fletcher
Chairman and Chief Executive Officer

OBJECTIVES AND RESULTS

ConAgra is committed to major financial performance
objectives which drive how we manage our company and serve our
mission to increase stockholder wealth.
We periodically review our financial objectives to be sure
they still are the most appropriate standards for managing
ConAgra's businesses. During fiscal 1993, we improved our
objectives by incorporating a concept called "cash earnings" --
net earnings plus goodwill amortization.
Businesses run on cash. The principal source of internally
generated cash is net earnings before depreciation of fixed
assets and amortization of goodwill. Cash from depreciation is
generally needed for replenishment to help maintain a going
concern.
On the other hand, goodwill represents valuable non-
depreciating brands and distribution systems, primarily those we
acquired with Beatrice Company in fiscal year 1991. We invest
and incur expense throughout the year to maintain and enhance the
value of these brands and distribution systems.
Consequently, goodwill amortization is not a true economic
cash cost. It, along with net earnings, is a source of decision
cash -- cash available to invest in ConAgra's growth and pay
dividends.
It is this decision cash that we call cash earnings. We
believe the cash earnings concept is an appropriate way to manage
and measure our businesses.
In our fiscal 1993 annual report, we used the cash earnings
concept in our financial objectives for return on common equity,
earnings per share growth and dividend growth. This year, we are
returning to reported earnings per share in our earnings per
share growth objective in light of the Securities and Exchange
Commission's view that earnings per share data may not be
presented in any alternative form.

RETURN ON COMMON EQUITY

Objective

ConAgra's most important financial objective is to average
more than a 20-percent after-tax cash earnings return on year-
beginning common stockholders' equity, and to earn more than a
15-percent return in any given year.
In determining results as shown in the table below, year-
beginning common equity includes these adjustments: 1991 -- an
increase of $348.1 million for a pro rata share of the common
equity associated with the acquisition of Beatrice Company and a
public offering of common stock; 1992 -- an increase of $16.9
million for a pro rata share of the common equity associated with
the acquisition of Arrow Industries, Inc.; 1993 -- a net decrease
of $337.2 million resulting from adopting Statement of Financial
Accounting Standards No. 106 (a decrease of $121.2 million), a
pro rata share of common stock purchased in the open market for
the Employee Equity Fund (a decrease of $247.9 million), and a
pro rata share of the common equity associated with four
acquisitions (an increase of $31.9 million). In computing the
1993 results, after-tax earnings exclude the one-time cumulative
effect of SFAS 106.
Result

1990 1991 1992 1993 1994
25.7% 23.9% 21.5% 23.2% 23.7%
5-Year Average: 23.6%

EARNINGS GROWTH

Objective

ConAgra's objective is to increase trend line earnings per
share, on average, more than 14 percent per year.
The cyclical nature of some of our food businesses does not
always permit quarter-to-quarter, or sometimes year-to-year,
increases in reported earnings. However, ConAgra expects to
increase trend line earnings -- what we would earn with average
or normal industry conditions -- more than 14 percent per year.
In the graphic below, "14% trend line objective" represents
a compound annual growth rate of 14 percent from a base that is
the 3-year average of earnings per share for fiscal years 1983,
1984 and 1985. The "result" percentages show actual compound
growth rates from the base, for example 14.0 percent for the 10
years to 1994, 14.0 percent for the nine years to 1993, etc. The
earnings per share figure for 1993 excludes the one-time
cumulative effect of SFAS 106.

RESULT

(Image material omitted)

A 5-year bar graphic showing cash earnings per share and
compound annual growth rates as follows:
1990 1991 1992 1993 1994
$1.27 $1.42 $1.50 $1.58 $1.81
Result: 17.3% 16.5% 15.1% 14.0% 14.0%

5-Year Average: 15.4%

The intersects for the 14% Trend Line Objective line across the
bars are $1.07 for 1990 and $1.81 in 1994.

FINANCING

Objective

ConAgra's primary financing objective is to maintain a
conservative balance sheet.

Long-Term Debt
Fiscal 1991 and subsequent years: Senior long-term debt
normally will not exceed 30 percent of total long-term debt plus
equity. Long-term subordinated debt is treated as equity due to
its preferred stock characteristics.
Prior to fiscal 1991: Long-term debt normally will not
exceed 35 percent of total capitalization.

Short-Term Debt
Each ConAgra food business normally will eliminate at the
end of its natural fiscal year short-term debt, net of cash, used
to finance assets other than hedged commodity inventories.
Natural year end occurs when inventories and receivables are
at their annual low points -- for example, the end of February in
our crop protection chemical and fertilizer businesses, and the
end of May in many other ConAgra businesses.
ConAgra's financial businesses are relatively small and
fundamentally different than ConAgra's food businesses. As is
customary in their industries, the financial businesses use
short-term debt year-round to finance notes receivable, livestock
on feed and open customer transactions.

RESULT
LONG-TERM SHORT-TERM
DEBT DEBT
---------------------------------------- ----------
Objective Result* Result Result
maximum of: restated for as actually (as defined
(as defined pooling reported above)
above)
--------------------------------------- ----------

1990 35% 40% 35% 0
1991 30% 41% 40% 0
1992 30% -- 36% 0
1993 30% -- 30% 0
1994 30% -- 30% 0

* 1990, 1991 as later restated for pooling of interests with
Golden Valley Microwave Foods, Inc. which merged with
ConAgra in 1992.

DIVIDEND GROWTH

Objective

ConAgra's objective is to increase common stock dividends
consistent with growth in ConAgra's trend line earnings.
Over time, ConAgra expects common stock dividends to average
in the range of 30 to 35 percent of cash earnings.

(Image material omitted)

RESULT
Dividend Rate at Year End -- a 5-year bar graphic showing
the fiscal year-end common stock dividend rate as follows:
1990 1991 1992 1993 1994
$.40 $.46 $.54 $.62 $.72
5-year compound annual growth rate: 16.0%
Over the last five years, dividends have averaged 29.9 percent of
cash earnings.

BUSINESS REVIEW
ConAgra is a family of independent operating companies. Our
management process blends planning, financing and essential
corporate controls with decentralized management teams fully
responsible for ConAgra's independent operating companies.
Our independent operating companies operate in three
industry segments of the food chain: Prepared Foods, Trading &
Processing and Agri-Products. ConAgra has no objectives that
relate to the balance among these segments. We intend to grow in
all of them.

(Image material omitted)

2 Pie Charts:

Sales
Prepared Foods 77.1%
Trading & Processing 10.3%
Agri-Products 12.6%
Operating Profit
Prepared Foods 80.9%
Trading & Processing 10.5%
Agri-Products 8.6%

PREPARED FOODS
Prepared food products and services for domestic and
international consumer and foodservice markets. Our Prepared
Foods businesses include:
* Branded shelf-stable foods.
MAJOR BRANDS: Hunt's, Wesson, Orville Redenbacher's,
Healthy Choice, Peter Pan, Manwich, Snack Pack, Swiss
Miss, La Choy, Rosarita, Gebhardt, Act II.
* Branded frozen foods.
MAJOR BRANDS: Healthy Choice, Banquet, Kid Cuisine,
Chun King, La Choy, Patio, Morton, Armour Classics.
* Branded processed meats.
MAJOR BRANDS: Armour, Swift Premium, Eckrich, Healthy
Choice, Hebrew National, Cook's, Armour Golden Star,
Decker, Webber's.
* Branded chicken and turkey products.
MAJOR BRANDS: Butterball, Country Pride, Country
Skillet, Longmont, Armour, Falls Poultry, Turkey
Selects by Armour, Armour Golden Star.
* Beef, pork and lamb products.
MAJOR BRANDS: Healthy Choice, Monfort, Blue Ribbon
Beef, Armour.
* Seafood products.
MAJOR BRANDS: Singleton, Taste O'Sea, Trident, Country
Skillet.
* Cheeses and refrigerated dessert toppings.
MAJOR BRANDS: County Line, Treasure Cave, Healthy
Choice, Armour, Miss Wisconsin, Swiss Miss, Reddi-Wip.
* French fries and other frozen potato products.
MAJOR BRANDS: Act II and Lamb-Weston.
* Delicatessen and foodservice products.
* Private label consumer products.
* Premium food products marketed by direct mail.
CATALOGS: Pfaelzer Brothers and Ace.
* Pet accessories, home sewing accessories.
MAJOR BRANDS: Sergeant's, Geisler, Singer.

TRADING & PROCESSING
Commodities, food ingredients and processed products
primarily serving food industry customers in domestic and
international markets. Our Trading & Processing businesses
include:
* Flour milling, oat milling, dry corn milling, barley
processing.
* Natural spices, seasonings, flavors and spray-dried
food ingredients.
* Animal feeds and feed ingredient merchandising.
* Worldwide commodity trading (grains, oilseeds, edible
beans and peas, food products and ingredients, wool,
fishmeal, sulfur, fertilizers and other commodities).
* Commodity futures brokerage.

AGRI-PRODUCTS
Products and services primarily for agricultural markets and
communities. Our Agri-Products businesses include:
* Marketing and distribution of crop protection chemicals
in the U.S., Canada, Mexico and the United Kingdom.
* Marketing and distribution of fertilizer products in
the U.S.
* Nutrient additives for animal feeds.
* Animal health care products.
* 204 retail stores principally in U.S. agricultural
areas. STORES: Country General, Wheelers, S&S,
Sandvig's, Peavey Ranch and Home, Anfinson's, Northwest
Fabrics & Crafts, Rainbow Bay Crafts.

SALES & OPERATING PROFIT BY SEGMENT
Dollars in millions
- -------------------------------------------------------------------------------
Fiscal Year 1994 1993 1992 1991 1990
- -------------------------------------------------------------------------------

PREPARED FOODS
Sales $18,119.2 $16,498.9 $16,201.3 $15,760.0 $11,744.4
Percent of
total 77.1% 76.7% 76.3% 78.1% 72.7%
Operating profit 863.6 771.4 748.5 732.2 432.5
Percent of
total 80.9% 78.8% 76.4% 78.7% 69.3%

76% of sales and 77% of operating profit over these five years
- -------------------------------------------------------------------------------

TRADING & PROCESSING

Sales $ 2,426.2 $ 2,353.9 $ 2,281.7 $ 1,973.1 $ 2,088.6
Percent of
total 10.3% 10.9% 10.8% 9.8% 12.9%

Operating profit 111.5 114.1 143.7 105.6 107.6
Percent of
total 10.5% 11.6% 14.7% 11.4% 17.2%

11% of sales and 13% of operating profit over these five years
- -------------------------------------------------------------------------------

AGRI-PRODUCTS
Sales $ 2,966.8 $ 2,666.3 $ 2,736.0 $ 2,444.3 $ 2,332.1
Percent of
total 12.6% 12.4% 12.9% 12.1% 14.4%
Operating profit 92.0 93.8 86.8 92.2 84.4
Percent of
total 8.6% 9.6% 8.9% 9.9% 13.5%

13% of sales and 10% of operating profit over these five years
- -------------------------------------------------------------------------------
TOTAL

Sales $23,512.2 $21,519.1 $21,219.0 $20,177.4 $16,165.1
Operating profit* 1,067.1 979.3 979.0 930.0 624.5
Interest expense 239.6 246.4 302.0 290.2 167.8
General corporate
expense 107.5 101.5** 89.3 83.1 50.1
________ ________ __________ ________ ________

Income before
income taxes $ 720.0 $ 631.4 $ 587.7 $ 556.7 $ 406.6

- -------------------------------------------------------------------------------
* Operating profit is profit after the financial businesses' interest expense
and short-term interest expense incurred to finance hedged inventories, and
before other interest expense, general corporate expense and income taxes.

** Includes $15.5 million of current-year incremental cost of implementing
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions."

Results for fiscal years 1990 and 1991 were restated in fiscal year 1992
to reflect pooling of interests with Golden Valley Microwave Foods, Inc., which
merged with ConAgra on July 11, 1991.

PREPARED FOODS

In millions 1994 1993 % Change
- ----------------------------------------------------------

Sales $18,119.2 $16,498.9 9.8%

Operating profit 863.6 771.4 12.0

Invested capital at
year beginning $ 5,130.2 $ 5,096.0 .7

(Image material omitted)

2 pie charts:

Sales 77.1%
Operating Profit 80.9%

ConAgra's fiscal 1994 operating profit growth was driven by
broadly based gains in Prepared Foods. ConAgra Frozen Foods
enjoyed a strong profit rebound, highlighted by significant unit
volume gains and major profit improvement in the Healthy Choice
frozen product line. Hunt-Wesson's operating profit was up
modestly and above plan for the year. Meat products operating
profit rose substantially in fiscal 1994. The branded processed
meat business was up significantly, and improvement in pork and
beef processing margins pushed fresh red meat operating profit
far ahead of last year's results. Operating profit in the cheese
business declined.
Operating profit in chicken products was up considerably for
the year, but declined sharply in the turkey products business.
The diversified products businesses achieved excellent operating
profit growth, with earnings gains in the Lamb-Weston potato
processing business, Golden Valley and the seafood businesses.
ConAgra's billion-dollar (retail sales) line of Healthy
Choice products turned in an outstanding performance, with
substantial increases in sales and profitability. A highlight of
the year was the licensing of the Healthy Choice brand, to the
Kellogg Company. Three varieties of Healthy Choice Cereals from
Kellogg's were introduced late in fiscal 1994, and early response
was excellent.
In fiscal 1995, we expect another increase in Prepared Foods
earnings.

GROCERY PRODUCTS

(Image material omitted)

Photo cutline: Al Crosson, President and Chief Operating
Officer, ConAgra Grocery Products Companies

Photo cutlines: from left, at ConAgra Frozen Foods, Omaha,
Nebraska.

1. Clockwise from bottom left, group product manager Sherri
Coffelt, group business manager Tom Mertensotto,
packaging/graphic services manager Larry Schroeder, product
manager Jim Watson and business manager Lisa Horning.

2. Nancy Matthews, vice president of marketing, Healthy Choice.

3. Food technologists Carmen Quint (left) and Anne Draper.

ConAgra Grocery Products Companies include our branded
consumer food companies that produce and market frozen and shelf-
stable foods.
Major frozen food brands are Banquet, Healthy Choice, Kid
Cuisine, Armour Classics, Morton, Patio, Chun King, La Choy and
Country Skillet. Our frozen food products include dinners and
entrees, kids' meals, fried chicken, boneless chicken products,
pot pies, hand-held snacks, french bread pizza and ice cream.
Major shelf-stable brands and products are Hunt's and
Healthy Choice tomato-based products; Wesson cooking and salad
oils; Healthy Choice soups; Orville Redenbacher's popcorn; Peter
Pan peanut butter; Manwich sloppy joe sauce; Snack Pack puddings;
Swiss Miss puddings and cocoa mixes; La Choy Oriental products
and Rosarita and Gebhardt Mexican products. These products are
sold through retail stores and to foodservice markets, mass
merchandisers and club stores.
ConAgra Grocery Products Companies in total had a good year.
Operating earnings increased significantly, led by substantial
increases in Healthy Choice earnings.
Our frozen food business, ConAgra Frozen Foods, is one of
the largest frozen food companies in the United States. Sales
are about $1 billion.
ConAgra Frozen Foods achieved a dramatic earnings increase
in fiscal 1994 after two years of depressed results for the
industry and ConAgra. Industry conditions were somewhat better,
but strengthened leadership and management initiatives were the
main drivers of the earnings rebound. The year was highlighted
by major improvement in Healthy Choice profitability, successful
reformulation and relaunch of Banquet Fried Chicken and Banquet
Pot Pie products, effective cost-reduction initiatives and
increased consumer advertising.
Healthy Choice frozen products turned in an exceptional
performance. Unit volumes and market shares increased for
Healthy Choice dinners, entrees and ice creams. Healthy Choice
entree packaging was improved, flavors were enhanced and products
were renamed. Consumers responded well to the changes. Three
new indulgent flavors of Healthy Choice Ice Cream were
introduced, distribution was expanded, and Healthy Choice Ice
Cream became the national market leader among light ice creams.
Consumers responded favorably to the improvements in the
Banquet fried chicken and pot pie products and the introduction
of Banquet Skinless Fried Chicken. Banquet strengthened its
leadership position in frozen dinners with volume growth.
Results from Kid Cuisine dinners improved significantly after a
weak performance in fiscal 1993. Volumes for ConAgra Frozen
Foods' ethnic lines (Patio, Chun King and La Choy) were down for
the year.
The Hunt-Wesson businesses -- Hunt Foods Company, La
Choy/Rosarita Foods Company, Orville Redenbacher/Swiss Miss Foods
Company and Wesson/Peter Pan Foods Company -- had another record
year. Unit volumes increased as robust second-half volumes more
than offset sluggish first-half volumes. Operating earnings were
above plan and modestly ahead of last year's record. Sales were
about $2 billion.
Hunt-Wesson's foodservice business had an excellent year,
with significant increases in volumes and profitability.
New Hunt-Wesson products introduced during fiscal 1994
include Orville Redenbacher's Reden*Budders; Swiss Miss Gels,
Premier Cocoa and Pudding Swirls; Peter Pan Smart Choice Peanut
Butter; Wesson No-Stick Alcohol-Free Cooking Spray; Hunt's Ready
Tomato Sauce and Manwich Bold.
Hunt-Wesson's biggest business, Hunt's tomato products, had
a good year, helped by record foodservice volumes. Industry
conditions improved as tomato inventories returned to normal
levels for the first time in several years. In the face of
vigorous competitive challenges, Healthy Choice Spaghetti Sauce
volume dropped in the first half but picked up nicely in the
second half of the year. Hunt's overall volumes were up
slightly, and earnings were up substantially.
The Orville Redenbacher's popcorn business had a strong
year, with earnings above plan and fiscal 1993. The year was
highlighted by the introduction and strong marketplace
performance of Reden*Budders, butter-flavored microwave popcorn
in three popular flavors.
The Swiss Miss cocoa business had a record year, helped by
strong cocoa demand during a record cold winter. Swiss Miss and
Snack Pack puddings had an excellent year, with demand continuing
to challenge increased production capacity for puddings.
Earnings were down for the La Choy and Rosarita/Gebhardt
businesses.
Healthy Choice Soups achieved a substantial earnings
increase as consumers responded favorably to new product
formulations and in-store merchandising programs.
Fiscal 1994 was a tough year for the oils business, with
category softness, high raw material costs and increased price
competition. Wesson oils volumes and earnings declined. The
Peter Pan peanut butter business also suffered from category
softness; volumes and earnings were down. The year's bright spot
was the introduction of Peter Pan reduced-fat peanut butter,
Smart Choice. Early results for Smart Choice were encouraging.
We expect fiscal 1995 to be another good year for ConAgra
Grocery Products Companies. We plan significantly increased
capital spending, innovative new consumer products, continued
strong sales execution and more cost-saving initiatives.

(Image material omitted)

Photo cutlines: counterclockwise from left, at Hunt-Wesson
businesses, Fullerton, California.

1. Fran Kramarski, department secretary, La Choy/Rosarita Foods
Co.

2. Carl Woodard, director, sales promotion services, Hunt-
Wesson, Inc.

3. Paz Garcia, crew leader, Hunt Foods cannery.

4. Miguel Villasenor, evaporator operator, Hunt Foods Co.

MEAT PRODUCTS

(Image material omitted)

Photo cutline: Lee Lochmann, President and Chief Operating
Officer, ConAgra Meat Products Companies

Photos below, from left, at ConAgra Meat Products Cos., Downers
Grove and St. Charles, Illinois.

1. Keith Brickey, director, quality assurance, Butterball Turkey
Co.

2. Kelly Moyer, sales training manager, Armour Swift-Eckrich.

3. Armour Swift-Eckrich production team members Maria Salinas
(left) and Diane Toalson.

ConAgra Meat Products Companies include our companies that
produce and market processed meats, fresh meats, turkey products
and cheese.
Armour Swift-Eckrich is a leading processor and marketer of
high-quality refrigerated and frozen prepared meats and turkey
products. Brands include Armour, Swift Premium, Eckrich,
Butterball, Healthy Choice, Longmont, Cook's, Hebrew National,
Brown 'N Serve, Golden Star, Decker, Webber's, Falls Poultry and
National Deli. Products include hot dogs, bacon, hams, sausages,
cold cuts, turkey products and kosher products. Annual sales
exceed $2 billion.
The Armour Swift-Eckrich processed meat companies had
another good year in fiscal 1994, with earnings well ahead of
fiscal 1993's excellent results. The year's good performance was
led by strong volume and share increases in Healthy Choice hot
dogs and cold cuts. Eckrich and Armour volumes were
disappointing, but trends had improved by year-end. Armour
Swift-Eckrich's branded packaged meats business is well-
positioned for continued success with a leading nutritional
offering in Healthy Choice products and strong traditional
product lines under the Armour, Eckrich, Swift and Decker brands.
Armour Swift-Eckrich deli and foodservice earnings were down
in fiscal 1994. Healthy Choice deli meats echoed the success of
Healthy Choice processed meats sold in the grocery store
refrigerator case. The overall deli business strengthened in the
second half of the year in response to a new deli sales focus.
The National Foods kosher products business had an excellent
year, more than meeting our expectations in its first full year
as part of ConAgra. Synergies identified last year in
distribution, sales and production paid off this year.
The Cook's ham processing business had another good year,
with earnings well above plan and the previous year.
Our turkey products company, which includes the Butterball
and Longmont businesses, had fiscal 1994 sales of over $600
million. Fiscal 1994 was a disappointing year for our turkey
business. Reported earnings were well below the fundamental
earning power of the business. Management issues were resolved,
organizational changes were implemented and we expect improved
results in fiscal 1995.
Overall, the Armour Swift-Eckrich businesses plan a good
earnings increase in fiscal 1995 due to strengthened management,
expected volume increases and improved cost controls.
Significant capital investments are planned in new products,
plant production efficiencies and information systems.
ConAgra's fresh red meat businesses produce and market beef,
pork, lamb and veal products for customers in domestic and
international markets. Principal red meat brands are Monfort,
E.A. Miller, Blue Ribbon Beef, Armour, Four Star, Northern States
and Flavorland beef products; Monfort Premium, Armour Very Best
and Armour Premium pork products; Monfort and Monfort Gourmet
lamb products and Plume de Veau veal products.
Effective as of the beginning of fiscal 1994, ConAgra
increased its ownership of Australia Meat Holdings Pty Ltd. (AMH)
from 50 percent to approximately 91 percent. AMH is a major
Australian beef processor and exporter headquartered in
Queensland. AMH's annual production is about 900 million pounds
of beef products; annual sales are over $1 billion.
In fiscal 1994, ConAgra's U.S.-based companies processed
about six million head of cattle and over 9.5 million hogs.
Annually, these companies produce more than four billion pounds
of beef products and about 1.7 billion pounds of pork products.
Annual sales exceed $6 billion. We also have cattle feeding
operations which supply less than 15 percent of the needs for our
U.S. plants.
Our largest red meat businesses, beef and pork, made good
progress in fiscal 1994. Not only did earnings increase, but
important steps were taken to better position these businesses
for wider profit margins and long-term success. Both beef
processing and pork processing contributed to ConAgra's fiscal
1994 earnings gain. Cattle feeding earnings were far below the
previous year's exceptionally strong results.
The U.S.-based beef processing businesses improved results
through a more effective focus on retail and foodservice
customers and more efficient production operations. New value-
based procurement initiatives are driving a longer-term thrust to
significantly upgrade raw material quality in the beef and pork
businesses.
The fresh pork business has achieved substantial cost
reductions by focusing on higher-quality raw materials,
productivity gains and plant capacity utilization. Closing a
plant in a Missouri hog-deficit area helped total capacity
utilization and improved the sales mix and margins.
New marketing efforts are helping the pork business respond
better to consumer demand. Early in fiscal 1995, this business
introduced an innovative seven-item line of seasoned, marinated
fresh pork roast products under the Armour Premium brand.
AMH's profit contribution in fiscal 1994 was considerably
higher because of the increase in ConAgra's ownership interest.
During fiscal 1995, we plan to expand AMH's feedlot capacity to
better serve customers in the Pacific Rim.
We expect that earnings from our red meat businesses will be
up again in fiscal 1995. These businesses will continue to
benefit from an array of initiatives to operate more efficiently,
procure higher-quality raw materials and focus on the market.
Over the long term, our beef businesses gain stability from the
balance created by our mix of U.S. and Australia processing and
feeding operations.
ConAgra Consumer Direct markets Pfaelzer Brothers steaks,
other high-quality gifts and Ace snack items directly to
consumers via mail-order catalogs and through premium incentive
channels. Fiscal 1994 results were good, with earnings above
plan and fiscal 1993. New product offerings, including fruit and
gift baskets, were well-received by customers during the year.
Beatrice Cheese Company is a producer and marketer of cheese
products. Annual sales exceed $850 million. Branded products
include Treasure Cave blue cheese, County Line natural cheeses,
Healthy Choice fat-free cheeses, Pauly cheeses for foodservice
markets and Reddi-Wip dessert toppings.
Cheese consumption was flat to declining during fiscal 1994,
and Beatrice Cheese volumes decreased. Healthy Choice Cheeses,
however, achieved near-national distribution, substantial volume
growth and good consumer acceptance. Fiscal 1994 earnings for
the cheese business were down significantly. Better results are
planned for fiscal 1995.

(Image material omitted)

Photos below, from left, at ConAgra Red Meat Cos., Greeley,
Colorado.

1. Lucky Gallagher, vice president, risk management, ConAgra Red
Meat Cos.

2. From left, Monfort plant line worker Adelaida Soto, lead
person Domingo Coronado, product checker Gilbert Martinez.

3. Barry Striblin, assistant controller, Monfort, Inc.

CHICKEN PRODUCTS

(Image material omitted)

Photo cutline: Bob Womack, President and Chief Operating
Officer, ConAgra Poultry Company

Photos below, from left, at ConAgra Poultry Co., El Dorado,
Arkansas.

1. Clockwise from top, training coordinator Jerry Johnson, line
workers Lakeyta McClendon, Ruthie Scoby, Margaret Kemp.

2. Sylvia Williams, a sales clerk with 38 years of service.

3. Division personnel manager Don Barber (left) with line worker
Nick Henry.

ConAgra Poultry Company is a leading producer and marketer
of chicken products for retail and foodservice markets.
Principal brands are Butterball, Country Pride, Country Skillet,
To-Ricos, Water Valley Foods and Blue Coach.
ConAgra Poultry Company had fiscal 1994 sales of more than
$1.6 billion. Earnings increased substantially in spite of feed
costs that were much higher than in fiscal 1993. Our broiler
chicken production volume for the year was nearly 1.6 billion
dressed pounds.
During fiscal 1994, ConAgra Poultry Company began the
rollout of a 20-item line of premium Butterball chicken products
in boneless and bone-in varieties. Consumer response to the new
Butterball line was excellent, and we plan to continue expanding
distribution during fiscal 1995. Country Pride chicken products
also performed well during fiscal 1994. New Country Pride
packaging was introduced during the year.
Industry broiler production increased almost six percent
during our fiscal year. Demand for chicken was strong, driven by
good poultry export markets and increasing demand for rotisserie-
style marinated chicken in fast-food outlets.
ConAgra broiler production increased slightly, constrained
by the sale of a chicken plant. ConAgra broiler export volume
grew significantly during the year, and we expect continued
strength in exports in fiscal 1995. Our foodservice chicken
business also grew, both domestically and internationally.
ConAgra Poultry Company's chicken products business in Puerto
Rico improved results during fiscal 1994.
ConAgra Poultry Company reorganized its business operations
and management structure during fiscal 1994 to enhance service to
retail and foodservice customers. Sales and marketing functions
were centralized, and production plants were aligned to support
sales and marketing more effectively. A chicken plant in
Maryland was sold during the year.
Late in fiscal 1994, ConAgra acquired a 20-percent interest.
In Univasa, S.A. de C.V., which produces and markets chicken and
pork products in Mexico. Univasa is a subsidiary of Desc,
Mexico's seventh largest company. ConAgra and Desc share a
strategic commitment to help Univasa grow and to seek new
opportunities in the food industry in Mexico. Plans include
building a major food business.
In fiscal 1995, ConAgra Poultry plans a major increase in
capital expenditures, reflecting management's emphasis on
efficiency and growth. We expect continued strength in export
and foodservice demand, lower feed costs and a good increase in
earnings.

DIVERSIFIED PRODUCTS

(Image material omitted)

Photo cutline: Jim Watkins, President and Chief Operating
Officer, ConAgra Diversified Products Companies

Photos below, from left, at Golden Valley Microwave Foods, Edina,
Minnesota.

1. Administrative assistant Carol Dahl (left) and international
sales administrator Peggy Fisher.

2. Case packager Thongphat Phongsavat.

3. From left, Bill Richeson, vice president of finance; Deanna
Shelton, accounts receivable specialist; David Anderson, general
ledger manager; Jim Marshall, inventory control supervisor.

ConAgra Diversified Products Companies include Golden Valley
Microwave Foods, Lamb-Weston, Arrow Industries, our seafood
businesses, a pet products business and a frozen microwave food
business in the United Kingdom.
Golden Valley Microwave Foods, Inc. is a leader in the
development of foods exclusively for preparation in microwave
ovens. Products include popcorn, french fries, breakfast foods
and sandwiches distributed through the vending industry, mass
merchandising outlets and grocery, drug and club stores. The
principal consumer brand is ACT II. Golden Valley's sales exceed
$225 million.
During fiscal 1994, Golden Valley increased earnings in
spite of intense price and shelf space competition in mass
merchandising and club stores. Operating efficiencies more than
made up for weak prices, and a strengthened customer focus
resulted in increased unit volumes. Highlights of fiscal 1994
include the opening of a state-of-the-art microwave popcorn plant
in Ohio and the successful introduction of ACT II 96% Fat-Free
popcorn. New management at Golden Valley performed very well in
a challenging year.
Lamb-Weston, Inc. is a leading processor of frozen potato
products, primarily for foodservice markets. Lamb-Weston
supplies most of the leading restaurant chains and foodservice
distributors in the U.S. Annual sales exceed $600 million.
Lamb-Weston had a good year, with earnings up despite a poor
potato crop in Idaho. Lamb-Weston's volumes grew along with the
industry as fast-food outlets added "value meals" with larger
servings of french fries.
Lamb-Weston invested millions of dollars during fiscal 1994
to install state-of-the-art waste water treatment systems at two
potato processing plants in Washington. Highly reliable new
technology enables Lamb-Weston to return millions of gallons of
cleaned water safely to area waterways every year. Lamb-Weston
plans state-of-the-art waste water treatment system installation
at a third plant in fiscal 1995.
Early in fiscal 1995, Lamb-Weston and Meijer Frozen Foods
B.V. formed a joint venture in the Netherlands to produce and
distribute potato products throughout Europe and the Middle East.
Also early in fiscal 1995, ConAgra purchased Universal Frozen
Foods, the frozen foods business of Universal Foods Corporation.
Universal Frozen Foods, with sales of about $270 million,
produces frozen potato products for U.S. and international
markets.
Arrow Industries, Inc. is a leading manufacturer and
national distributor of private label consumer products for the
grocery trade, principally supermarket retailers and wholesalers.
Products include dried beans, rice, popcorn, pepper and spices,
aluminum foil, plastic bags and wraps, flexible packaging, paper
plates and bags, vegetable oil, charcoal and lighter fluid.
Annual sales exceed $250 million.
Fiscal 1994 was a difficult year for Arrow as competition
intensified in its private label categories. Strong performances
in some categories were more than offset by margin pressure in
others.
New Arrow ventures with sister ConAgra companies to market
private label products were initiated during fiscal 1994 as part
of ConAgra's "Get the Family Money!" program. On the
international front, Arrow formed a joint venture charcoal
business in Europe early in fiscal 1995.
ConAgra's seafood businesses market a wide variety of
seafood products. They include ConAgra Shrimp Companies,
O'Donnell-Usen U.S.A., and our jointly owned seafood companies,
Trident Seafood Corporation and Usen Fisheries. Total seafood
sales, including the unconsolidated jointly owned businesses, are
about $600 million.
The seafood industry had another tough year in fiscal 1994,
plagued by supply shortages and high raw material costs. The
shrimp business managed to increase earnings in spite of lower
volumes. Operating efficiencies helped Trident's earnings
rebound nicely after a difficult fiscal 1993. O'Donnell-Usen
U.S.A. and Usen Fisheries had improved results in fiscal 1994.
O'Donnell-Usen repositioned their retail product line as private
label products during the year, and results were encouraging.
Our U.S. and Canadian seafood businesses in total achieved a
good earnings increase. Results for our frozen food business in
the U.K. improved, but results were about the same for our
seafood distribution business in France. Our pet products
business increased earnings.
Our diversified products companies as a group beat an
aggressive profit growth plan and contributed significantly to
ConAgra's earnings growth in fiscal 1994. In fiscal 1995, we
plan increased earnings again, although the rate of gain is
expected to moderate following two years of earnings growth above
ConAgra's objective.
A major strategic theme ties together these diversified
businesses. . .an international focus.
Lamb-Weston is the leading U.S. potato exporter to the
Pacific Rim, has a plant in the Netherlands and now is launching
a promising joint venture in Europe. Golden Valley has
established a good foothold in popcorn worldwide, with leading
shares in 20 countries. Arrow has a new joint venture charcoal
business in Europe. And our seafood businesses both source and
market raw materials and processed products worldwide. During
fiscal 1994, international sales of our diversified products
companies roughly doubled.

(Image material omitted)

Photos below, from left, at Arrow Industries, Carrollton, Texas.

1. Jozef Levi, production manager, bag lines.

2. With more than 25 years of service are, from left, Charles
Shopher, inventory control, 26 years; Eloisa Carrasco, bean
packager, 40 years; Florence Ribbik, bean packager, 26 years;
R.V. Proctor, bean packaging set-up person, 38 years.

3. Manuel Carrillo, foil operator.

TRADING & PROCESSING

In millions 1994 1993 % Change
- -----------------------------------------------------------

Sales $2,426.2 $2,353.9 3.1%

Operating profit 111.5 114.1 (2.3)

Invested capital at
year beginning $ 455.9 $ 452.7 .7

(Image material omitted)

2 pie charts:

Sales 10.3%
Operating Profit 10.5%

Photo cutline: 25-year employees at ConAgra's flour mill in
Oakland, California: Front row, from left, mill bolter Carlos
Silva, flour packer Henry Harris and maintenance mechanic David
Resendiz. Back row, from left, elevator operator Billy Matthews,
maintenance mechanic Chuck Byars, maintenance electrician Charlie
Weatherton, warehouse foreman Al Clark, bulk truck loader Mike
Barnett.

ConAgra's grain processing and commodity trading businesses
were hurt by heavy rain and floods in the midwestern U.S. in the
summer of 1993. River and rail transportation systems were
severely disrupted, and crops were low in quantity and poor in
quality. Grain processing operating profit was about the same
for the year, but operating profit was down in our trading and
offshore operating businesses. Overall Trading & Processing
operating profit decreased 2.3 percent.
Fiscal 1995 weather conditions and crop prospects are more
promising, and we expect increased earnings.

GRAIN PROCESSING

(Image material omitted)

Photo cutline: Tom Manuel, President and Chief Operating
Officer, Conagra Trading & Processing Companies

Photo below, from left, at ConAgra Flour Milling Company, Omaha,
Nebraska.
1. John Hinchik, bakery technologist.

2. Mike Prochaska, flour packer.

3. Mike Carmony, plant manager.

ConAgra's grain processing businesses include flour milling
in the U.S., Canada and Puerto Rico; oat milling in the U.S.,
Canada and the United Kingdom; dry corn milling in the U.S. and
Germany; tortilla manufacturing in the U.S.; barley malting in
Australia and the U.K.; specialty food ingredient manufacturing
and marketing in the U.S.; feed ingredient merchandising in the
U.S., Canada and Mexico; and animal feed production and marketing
in the U.S., Puerto Rico, Spain and Portugal.
ConAgra Flour Milling Company is a leader in the U.S. flour
milling industry with 27 mills in 14 states and seven jointly
owned mills, three in the U.S. and four in Canada. Annual flour
volume, including the jointly owned mills, is about nine billion
pounds. Daily milling capacity is about 34 million pounds.
Fiscal 1995 was a difficult year for the flour milling
industry, with rains and floods, barge and rail disruptions,
wheat crop shortages, poor-quality wheat and resulting higher
costs for raw materials. Two ConAgra flour mills were flooded.
Nevertheless, ConAgra Flour Milling managed well and increased
earnings.
ConAgra Specialty Grain Products Company includes the oat
milling, dry corn milling and barley malting businesses, and Casa
de Oro Foods, a manufacturer of wheat flour tortillas for retail
and foodservice customers. During fiscal 1994, ConAgra Specialty
Grain and Carlsberg A/S announced plans to build a joint venture
barley malting plant in Denmark. A portion of the plant's output
will be sold to Carlsberg for use in its brewing activities in
Denmark, reflecting ConAgra Grain Processing Companies' strategy
of following their customers as they expand globally. ConAgra
Specialty Grain also formed a joint venture malting business to
serve the fast-growing Chinese market.
Fiscal 1994 was a satisfactory year for the malting
business, but poor for oat and corn processing. The U.S. oat
industry was hurt by crop shortages and too much processing
capacity. The corn processing industry suffered from low crop
quality and yields. The tortilla business was profitable in its
first full year. Overall specialty grain earnings were down,
primarily due to crop quality problems and restructuring costs
related to international grain processing operations.
Our feed ingredient merchandising business managed well and
turned in another good performance. Earnings were down in our
processing businesses in Spain and Portugal. The European
businesses were hurt by unfavorable currency exchange rates.
United Specialty Food Ingredients Companies manufacture and
market a broad line of natural spices, blending seasonings,
natural flavors, spray-dried food ingredients, meat-flavored
sauces, gravies and soup bases, food oils, lard and processed
eggs. Cal-Compack, Hunt-Wesson's food ingredient business,
became part of United Specialty Food Ingredients during fiscal
1994. United Specialty Food Ingredients had another good year,
with a healthy earnings increase.
Overall fiscal 1994 grain processing earnings were about
even with fiscal 1993 results. We expect an increase in fiscal
1995 earnings.

TRADING
ConAgra's trading businesses include trading offices in 15
nations and extensive merchandising facilities and transportation
assets in the United States.
Major trading businesses and their primary trading products
are Peavey Grain Company (grain), ConAgra Wool Company
(Australian wool), Klein-Berger Company (pulses --- dry edible
beans, peas and lentils --- and dried fruits and nuts), Petrosul
International Ltd. (Canadian sulfur) and Geldermann, Inc.
(commodity futures).
ConAgra Trading Companies had mixed results in fiscal 1994.
Increases in the grain merchandising, sulfur trading and
commodity futures businesses were more than offset by declines in
dried fruit and nut trading and the wool business.
The largest trading business, grain merchandising, had a
challenging year, with crop quality problems and extensive flood-
related disruptions in grain movement. However, our grain
merchandising business met their plan and improved earnings as a
result of reduced losses in a discontinued operation.
The Australian wool business had lower earnings due
primarily to a temporary decline in demand from China. Early in
fiscal 1995, the wool business agreed to build a joint venture
wool-combing plant in Australia, a natural extension of ConAgra
Wool's scouring and carbonizing operations in Australia.
Klein-Berger had a satisfactory year in pulse trading
despite poor bean crop quality caused by colder-than-normal
weather. Pulse trading results, however, were more than offset
by losses in Klein-Berger's fruit and nut trading business.
Management has been strengthened, and the business has been
restructured.
Petrosul, the Canadian sulfur business, had another
successful year. Sulfur prices strengthened and earnings
increased nicely.
The financial services business, Geldermann, Inc., is a
self-financed company with no obligations guaranteed by ConAgra.
Geldermann serves an international clientele in futures, foreign
exchanges, managed money and securities. Through offices in the
U.S. and Europe, Geldermann provides execution and clearing
services in the major markets around the globe. Geldermann
performed well in fiscal 1994, with earnings well ahead of the
prior year.
Overall trading earnings decreased in fiscal 1994. As
fiscal year 1995 began, normal weather and a more positive crop
outlook in the U.S. supported our hopes for a healthier industry
and our plans for earnings growth in trading.

(Image material omitted)

Photos below, from left, at ConAgra Trading Cos., Minneapolis and
Duluth, Minnesota.
1. 25-year employees at ConAgra Trading Cos. Minneapolis
headquarters: Clockwise from bottom left, computer operator
Margo Burk, accounting clerk Marlene Muehlbauer, payroll
specialist Penny Dardis, commodity accountant Ernie Kaehler;
senior M.I.S. analyst Carroll Hillesland and contract
administrator Ruby Stroh.

2. From left foreground, grain merchandiser Jim Grant, barge
freight coordinator Sandi Dempsey, trading floor clerk Stacee
Hughes, trader assistant Mary Combs.

3. The Kinsman Independent, an American laker grain carrier, is
being loaded with grain from the Peavey elevator in Duluth.

AGRI-PRODUCTS

In millions 1994 1993 % Change
- ----------------------------------------------------------

Sales $ 2,966.8 $ 2,666.3 11.3%

Operating profit 92.0 93.8 (1.9)

Invested capital at
year beginning $ 130.0 $ 128.7 1.0

(Image material omitted)

2 pie charts:

Sales 12.6%
Operating Profit 8.6%

Photo cutline: Tony Reinsch, salesman, Midwest Valley Chemical
Co., a United Agri Products company, Fremont, Nebraska.

In fiscal 1994, the crop protection chemicals distribution
business, the largest business in the Agri-Products segment,
enjoyed another year of excellent operating profit growth.
Earnings in the fertilizer business declined because of losses in
an energy business. Operating profit in our specialty retailing
businesses was down, with Country General Stores' good
performance more than offset by a decrease in fabric and craft
store earnings.
We expect increased Agri-Products earnings in fiscal 1995.

(Image material omitted)

Photo cutline: Floyd McKinnerney, President and Chief Operating
Officer, ConAgra Agri-Products Companies

Photos below, from left, at ConAgra Agri Products Cos.' Pueblo
Chemical Co., Greeley, Colorado.

1. Warehouse manager Roger Zimmerman (left) and driver Dan
Gorman.

2. Operations manager Gene Frain (left) and customer Jerry
Moser.

CROP PROTECTION CHEMICALS AND FERTILIZER PRODUCTS
ConAgra Agri-Products Companies include our businesses that
market and distribute crop protection chemicals and fertilizers,
and our specialty retailing businesses.
United Agri Products (UAP) is the leading distributor of
crop protection chemicals to North American markets, serving
customers in most major agricultural areas of the U.S. and
Canada. UAP distributes a broad line of pesticides manufactured
by major chemical companies, formulates and distributes its own
products under the Clean Crop label, operates Cropmate retail
fertilizer outlets in the Midwest and Louisiana, and markets
animal health care products. Annual sales are nearly $2 billion.
Fiscal 1994 was a tough year in the Midwest, with disastrous
floods and too much rain even in areas that weren't flooded.
UAP, however, benefited from its geographic diversity. Good
results outside the Midwest helped UAP achieve their eleventh
straight year of record sales and earnings, with earnings
significantly ahead of fiscal 1993.
UAP continued to grow their crop protection chemical
business in all regions of the U.S. and continued their expansion
in Mexico and the U.K. UAP also achieved good growth in their
seed distribution, sanitation chemicals, and horticultural supply
businesses.
UAP continued to focus on providing environmental education
services to dealers and their customers to promote safe and
responsible use of agricultural chemicals. UAP also continued
its national leadership efforts to increase chemical container
recycling.
The largest of UAP's several joint ventures with Du Pont,
Nutribasics Company and DuCoa, manufacture and market nutrient
additives for animal feeds. DuCoa also sells additives to the
food and pharmaceutical industries. Earnings for Nutribasics and
DuCoa were about the same as in fiscal 1993. UAP's animal health
care business was unprofitable in fiscal 1994.
ConAgra's fertilizer business includes marketing and
reformulating operations in the U.S., an international fertilizer
trading business, and Blue Ribbon Energy, which trades propane
and other energy-related products.
Both the North American fertilizer business and the
international fertilizer trading business had excellent years,
with earnings over plan and the previous year. The good results,
however, were more than offset by losses in Blue Ribbon Energy
driven by a sharp decline in world crude oil prices. Blue Ribbon
Energy should return to its more typical good profit contribution
in fiscal 1995.
The fiscal 1995 outlook for the crop protection chemical and
fertilizer businesses is good. Planted crop acres are up, last
year's rains depleted soil nutrient content, and the 1994 spring
planting season weather was better --- all factors contributing
to increased demand for agricultural chemicals and fertilizers.
Sales in early fiscal 1995 were up significantly.

SPECIALTY RETAILING
ConAgra's specialty retailing businesses include 107 Country
General stores (operating under the names Country General,
Wheelers, S & S, Sandvig's, Peavey Ranch and Home, and
Anfinson's), 97 fabric and craft stores (operating as Northwest
Fabrics & Crafts and Rainbow Bay Crafts), and Dyno Merchandising
Corporation, a marketer of home sewing accessories.
Country General stores carry merchandise targeted for
country living, including clothing, boots and other footwear,
housewares, lawn and garden supplies, farm and ranch supplies,
hardware, animal care products and sporting goods. Seven new
stores were opened during fiscal 1994; no stores were closed.
Country General achieved good increases in sales and
operating profit in fiscal 1994 in a tough retailing environment.
Country General continued to improve operating efficiencies and
update store systems. New stores opened in fiscal 1993 and in
early fiscal 1994, as well as the new distribution center opened
in fiscal 1992, contributed to the year's good results. Twelve
new stores are slated for fiscal 1995, and Country General plans
another increase in earnings.
Northwest Fabrics & Crafts stores are complete fabric and
craft stores, and Rainbow Bay Crafts stores sell a full line of
craft items. No new fabric and craft stores opened during the
year, and 10 under-performing stores were closed.
Fiscal 1994 was a disappointing year for the fabric and
craft stores. The craft industry remained strong, but the home
apparel sewing market continued to decline in reaction to lower-
priced ready-to-wear clothing and women generally having less
time to sew. Many Northwest Fabrics & Crafts stores changed
their merchandise mix during the year to emphasize crafts and
fabrics for home decorating. Results in the reformatted stores
were excellent.
Dyno Merchandising Corporation markets a full line of home
sewing accessories under various brand names including Singer,
Coats & Clark, Simplicity and Penn. Dyno successfully integrated
the Pentapco sewing notions business, which they acquired late in
fiscal 1993, and had a good year.
Overall specialty retailing earnings decreased substantially
in fiscal 1994. We plan an increase in fiscal 1995.

(Image material omitted)

Photos below, clockwise from top, at ConAgra Agri Products Cos.
locations in Iowa, Nebraska, Colorado.

1. Toni Menear, supervisor, Northwest Fabrics & Crafts, Council
Bluffs, Iowa.

2. Nancy Fulmer, floral designer, Northwest Fabrics & Crafts,
Council Bluffs, Iowa.

3. Todd Rumsey, clerk, Country General, La Vista, Nebraska.

4. Foreground, John Miller, store manager, Betsy Brewer, area
supervisor, Sheelers, Irvington, Nebraska.

5. James Sell, vice president, distribution, United Agri
Products Cos., Greeley, Colorado.

MANAGEMENT'S DISCUSSION & ANALYSIS

INTRODUCTION
Our objective here is to help stockholders understand
management's views on ConAgra's financial condition and results
of operations. This discussion should be read in conjunction
with the financial statements and the notes to the financial
statements.

FINANCIAL CONDITION
Capital Resources
ConAgra's earnings are generated principally from its
capital investment, which consists of working capital (current
assets less current liabilities) plus all noncurrent assets.
Capital investment is financed with stockholders' equity, long-
term debt and other noncurrent liabilities.

Capital Investment
Dollars in millions

1994 1993 % Change
-------- -------- --------
Working capital $ 390.5 $ 214.1 82.4%
-------- --------
Property, plant & equipment, net 2,586.3 2,388.2 8.3
Intangible assets 2,626.4 2,670.3 (1.6)
Other noncurrent assets 365.8 443.5 (17.5)
-------- --------
Total noncurrent assets 5,578.5 5,502.0 1.4
-------- --------
Capital investment $5,969.0 $5,716.1 4.4

During 1994, capital investment increased 4% as increases in
working capital and property, plant and equipment more than
offset decreases in intangible assets and noncurrent assets.
Working capital increased $176.4 million as a current assets
increase, principally inventories and receivables, exceeded a
current liabilities increase, principally advances on sales and
accounts payable.
ConAgra invested $395.0 million in property, plant and
equipment in 1994 and $341.0 million in 1993. Property, plant
and equipment, net of depreciation expense, increased $198.1
million in 1994. In 1995, ConAgra plans to invest approximately
$470 million in additions to property, plant and equipment of
present businesses. The additions accomplished in 1994 and
planned for 1995 are broadly based investments in modernization,
efficiency and capacity expansion; no one or two projects account
for a major share of the total additions.
ConAgra increased its investment in Australia Meat Holdings
Pty Ltd. (AMH) from 50 percent to approximately 91 percent as of
the beginning of 1994. As a result, AMH was accounted for as a
consolidated holding in 1994 versus an investment in affiliate in
1993. Consolidating AMH contributed to ConAgra's 1994 increase
in current assets and liabilities and property, plant and
equipment and was the main reason for the decrease of $77.7
million in other noncurrent assets, which includes investments in
affiliates.
Intangible assets include approximately $2.3 billion of
goodwill associated with ConAgra's acquisition of Beatrice
Company in 1991. This goodwill represents valuable assets such
as respected brands with significant marketplace acceptance.
Over time, the assets are amortized and decline from an
accounting standpoint. However, we invest on an expense-as-you-
go basis to maintain and enhance the value of these assets.
Consequently, the non-cash provision for goodwill amortization is
a source of cash that can be used for any corporate purpose such
as internal investment, acquisitions and dividends.
In that respect, goodwill amortization is similar to net
income -- it provides "decision cash." It amounted to $73.6
million in 1994 and $71.7 million in 1993.
On the other hand, depreciation of fixed assets is primarily
a source of "replenishment cash" -- cash generally needed to
repair and replace assets and maintain a going concern.
Depreciation expense was $276.3 million in 1994 and $257.9
million in 1993.
Cash from net income and goodwill amortization -- what we
call "cash earnings" -- is the primary funding source for growing
ConAgra's capital investment and earning power over the long
term. That is why we focus on cash earnings in our internal
return on equity objective shown on page 4 of this report. In
1994, cash earnings totaled $510.7 million, up 10% from $463.2
million in 1993 before the cumulative effect of a required
accounting change (discussed below) in 1993.
We do not intend for cash earnings to substitute for net
income as reported in our financial statements, and cash earnings
may not be a reliable measure of liquidity or cash generated by
operations. Cash earnings include only the net income and the
goodwill amortization components of net cash flows from operating
activities as set forth in our statements of cash flows.
Furthermore, there is no broadly accepted definition of cash
earnings and ConAgra's definition may not be comparable to
similarly titled measures used by other companies.
ConAgra financed its capital investment as shown in the
"Capitalization" table.

Capitalization
Dollars in millions

1994 1993 % Change
-------- -------- --------
Senior long-term debt $1,440.8 $1,393.2 3.4%
Other noncurrent liabilities 1,079.7 1,146.5 (5.8)
Subordinated long-term debt 766.0 766.0 --
Subsidiary's preferred securities 100.0 -- NM
Preferred stockholders' equity 355.6 355.9 (.1)
Common stockholders' equity 2,226.9 2,054.5 8.4
-------- --------
Total capitalization $5,969.0 $5,716.1 4.4

In 1994, subordinated long-term debt and preferred
stockholders' equity were unchanged, and senior long-term debt
increased slightly. In 1994, ConAgra Capital, L.C., an
indirectly wholly owned subsidiary of ConAgra, Inc., issued $100
million of preferred securities. The proceeds were loaned to
ConAgra and used for general corporate purposes. An additional
$175 million of similar securities were issued shortly after the
close of fiscal 1994.
Other noncurrent liabilities consist principally of reserves
for estimated liabilities of Beatrice Company for disputed income
taxes and interest thereon, postretirement health care, pensions
and various litigation, environmental and other matters. It will
require many years to resolve issues related to the Beatrice
liabilities. Resolution over time will use cash, but is not
expected to affect earnings adversely because ConAgra believes
the reserves are adequate.
In 1993, ConAgra adopted Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions." U.S. companies were required to
adopt this standard which applies mainly to health care. The
one-time cumulative effect of SFAS 106 was a non-cash after-tax
charge of $121.2 million or 52 cents per share to 1993 earnings
and an associated increase in other noncurrent liabilities.
Common stockholders' equity increased 8% in 1994 mainly
because the increase from net income more than offset cash
dividends declared ($181.4 million) and 4 million shares
purchased on the open market for $105.4 million and placed in
treasury stock.
In 1993, ConAgra established a $700 million Employee Equity
Fund (EEF), a trust to pre-fund future stock-related obligations
of existing, previously approved benefit and compensation plans.
Common shares in the EEF are reflected as issued on ConAgra's
balance sheet. However, the market value of shares held by the
EEF, $635 million at the end of 1994, is deducted to arrive at
reported common stockholders' equity.

Financing Objectives
ConAgra's primary financing objective is to maintain a
conservative balance sheet. We define this as using appropriate
levels of equity and long-term debt to finance noncurrent assets
and permanent working capital needs. Short-term debt is then used
to finance liquid and seasonal asset requirements.
ConAgra conducts its financing through two borrowing groups
which separately finance ConAgra's food businesses and financial
businesses. The financial businesses and their financing
considerations are fundamentally different than the food
businesses. For example, at fiscal year end we expect the food
businesses to be using short-term debt to finance only cash and
hedged commodities. However, the nature and liquidity of the
financial businesses' assets are suited to year-round use of
short-term financing. The debt of the financial businesses, $435
million at the end of 1994, and $374 million at the end of 1993,
is not guaranteed by ConAgra.
ConAgra's long-term and short-term debt objectives and
results are shown, as usual, on page 5 of our annual report.
ConAgra met its long-term debt objective every year from 1976
through 1990. In 1991 and 1992, we temporarily exceeded our
self-imposed long-term debt limitation due to the Beatrice
acquisition. We met our long-term debt objective in 1993 and
1994. ConAgra again met its short-term debt objective in 1994
and has done so every year since 1976.
ConAgra has access to a wide variety of financing markets.
Public debt offerings and private debt placements provide long-
term financing. At the end of 1994, our senior debt ratings were
BBB+ (Duff & Phelps), Baa1 (Moody's) and BBB (Standard & Poor's),
all investment grade ratings.
Sale of commercial paper and bank financing provide short-
term credit. Commercial paper borrowings are backed by multiyear
bank credit facilities. During 1994, short-term borrowing
continued at interest rates significantly below the prime rate.
Short-term debt averaged $2.49 billion in 1994 compared to $1.95
billion in 1993. The increase was primarily related to business
growth, higher commodity prices, seasonal needs of acquired
businesses and a lower amount classified as long-term debt.
ConAgra's use of operating leases in its financing
activities emphasizes cancelable leases, particularly for
transportation equipment. The use of noncancelable leases as a
financing source was relatively constant in 1993 and 1994.
To maintain a conservative financial position, ConAgra
focuses on cash flow as well as our balance sheet. We develop
plans that recognize cash flow must be sufficient to meet
financing obligations, maintain plants and pay stockholder
dividends even if a severe and unexpected decline in earnings
occurs. This all-inclusive measure of cash-flow adequacy
provides meaningful assurance that leverage will not become
excessive.

Asset Liquidity and Hedging
Many of ConAgra's businesses are current asset intensive.
Inventory and accounts receivable were 1.6 times property, plant
and equipment at the end of 1993 and 1.7 at the end of 1994.
Commodity inventories are hedged to the extent practicable in
futures and options markets as well as by forward sales to
credit-worthy customers, in order to protect values against major
price fluctuation. Hedged commodities, such as grain, flour and
meat products represented 25% of total inventory at the end of
1994.
Substantially all hedging transactions and related inventory
are marked to market, and inventories not hedged are generally
priced at the lower of average cost or market. Board-approved
agricultural commodity inventory management policies generally
limit the unhedged positions of processing businesses in
relationship to their weekly usage requirements and unhedged
positions of trading businesses in relationship to equity
capital.
ConAgra's reported net sales understate the degree to which
current assets turn over during the year. For 1994, total sales
invoiced to customers were approximately $28.3 billion versus
$23.5 billion reported net sales. This is because grain and feed
ingredient merchandising transactions include only gross margins
in reported sales.
ConAgra's current ratio (current assets divided by current
liabilities) was 1.08 to 1 at the end of 1994 and 1.05 to 1 at
the end of 1993. ConAgra's consolidated current ratio is a
composite of various current ratios appropriate for our
individual businesses. We focus more on appropriate use of
short-term debt and trade credit financing than on the absolute
level of our current ratio. Many of ConAgra's businesses are
able to generate substantial trade credit which reduces the
current ratio without requiring debt financing costs.

OPERATING RESULTS
Operating results for ConAgra's industry segments and
individual businesses were discussed extensively in the Business
Review in this report. See pages 4 and 5 for a review of
ConAgra's financial objectives and results. The discussion in
this section addresses ConAgra's consolidated operating results
shown in the Consolidated Statements of Earnings.
Note that comparisons for sales and other operating results
were affected by the length of fiscal years: 52 weeks in 1994
and 1993, 53 weeks in 1992.
Net sales increased 9.3% in 1994 to $23.5 billion and 1.4%
in 1993 to $21.5 billion.
Consolidating AMH's results accounted for more than half of
the increase in 1994. Other businesses contributing to the 1994
sales increase included U.S. beef products, crop protection
chemicals, potato products, grain processing, fertilizer, frozen
foods, chicken products, shelf-stable foods and processed meats,
in part due to an acquisition during 1993. Sales decreases in
1994 included pork products, affected by a plant closing, and
grain merchandising.
Acquisitions contributing to the 1993 sales increase
included a processed meats business, a dry edible bean business
and the full-year results of a private label consumer goods
business acquired during 1992. Businesses with sales gains in
1993 included fresh red meat, crop protection chemicals, potato
products and shelf-stable foods. Sales declined in the
fertilizer, frozen foods and turkey products businesses.
In 1994, gross margin (net sales minus cost of goods sold)
increased $181.3 million or 6.3%. Gross margin as a percent of
net sales decreased to 13.0% from 13.4% in 1993 primarily due to
AMH's lower relative gross margin. Excluding AMH, the ratio was
virtually unchanged. Gross margin as a percent of net sales
decreased from 14.3% in 1992 to 13.4% in 1993. During 1993,
gross margin increases in businesses including shelf-stable foods
and crop protection chemicals were more than offset by decreases
in businesses including frozen foods and fresh red meat.
Selling, administrative and general expense increased $76.7
million or 3.8% in 1994 and decreased $122.0 million or 5.7% in
1993. Selling, administrative and general expense as a percent
of net sales moved from 10.1% in 1992 to 9.4% in 1993 and 8.9% in
1994. The lower ratio in 1994 was due mainly to lower relative
spending by AMH. The decrease in 1993 was caused by lower
expense in a number of businesses, notably frozen foods.
Interest expense decreased 1.6% in 1994 to $254.2 million
and 18.6% in 1993 to $258.4 million. The drop in 1993 was
principally due to management actions to reduce interest expense
related to the Beatrice disputed tax liabilities plus lower
interest rates.
Pretax earnings before the cumulative effect of adopting
SFAS 106 increased 14.0% to $720.0 million in 1994 and 7.4% to
$631.4 million in 1993.
Businesses contributing to the pretax earnings increase in
1994 included frozen foods, fresh red meat, potato products,
chicken products, processed meats, seafood, crop protection
chemicals and AMH. Businesses with lower pretax earnings
included turkey products, cheese products, specialty retailing
and dried fruits and nuts.
In 1993, pretax earnings gains in businesses including
shelf-stable foods, processed meats, microwave foods, dry edible
beans, crop protection chemicals and frozen foods were partially
offset by lower earnings in businesses including chicken
products, fresh red meat, grain processing, international grain
merchandising and Caribbean operations.
Net income before the cumulative effect of SFAS 106
increased 11.6% to $437.1 million in 1994 and 5.1% to $391.5
million in 1993.
Net income had lower percentage gains than pretax earnings
due to rising income tax rates. The effective income tax rate
increased from 38.0% in 1993 to 39.3% in 1994 mainly due to lower
equity in earnings of affiliates. Most taxes on these earnings
are provided for before they are included in ConAgra's pretax
earnings. AMH's move from affiliate status in 1993 to
consolidated status in 1994 and lower earnings in European
operations were the principal reasons for reduced equity in
earnings of affiliates. The effective tax rate increased from
36.6% in 1992 to 38.0% in 1993 mainly because export tax credits
were lower in 1993.
Earnings per share before the cumulative effect of SFAS 106
increased 14.6% to $1.81 in 1994 and 5.3% to $1.58 in 1993. In
1994, earnings per share had a higher percentage gain than net
income because weighted average shares outstanding decreased 1.9%
mainly as a result of common shares bought back by ConAgra in
1993 and 1994.
The figures above include in 1994 and 1993 the current-year
effect of SFAS 106 which was implemented in 1993. The effect in
1993 was a charge to earnings of $9.6 million after tax or 4
cents per share. Before this effect and on a basis more
comparable with 1992, in 1993 pretax earnings increased 10% to
$646.9 million, net income increased 8% to $401.1 million, and
earnings per share increased 8% to $1.62. Including the one-time
cumulative effect of adopting SFAS 106, as well as the current-
year effect, 1993 net income was $270.3 million and earnings per
share were $1.06.

* * * * *

(Image material omitted)

Three 5-year bar graphics:
1990 1991 1992 1993 1994
------ ------ ------ ------ ------

Net Sales $ 16.2 $ 20.2 $ 21.2 $ 21.5 $ 23.5
in billions

Net Income $256.3 $332.0 $372.4 $391.5* $437.1
in millions

Cash Earnings* $262.9 $388.0 $443.8 $463.2 $510.7
in millions

*Cash earnings are net income plus goodwill amortization. In
1993, net income is before the cumulative effect of adopting SFAS
106.

ELEVEN-YEAR RESULTS

Five-year results, shown first, include restatements in prior years.* Eleven-
year results are shown as actually reported in all years.
Dollars in millions except per share amounts

_______________________________________________________________________________

Fiscal Year 1994 1993 1992 1991 1990
_______________________________________________________________________________

FOR THE YEAR (Restated)

Net sales $23,512.2 $21,519.1 $21,219.0 $20,177.4 $16,165.1
Income from
continuing
operations (1) 437.1 391.5 372.4 332.0 256.3
Earnings per
common and common
equivalent share -
continuing
operations (1) $1.81 $1.58 $1.50 $1.42 $1.27
Cash dividends
declared per
share of common
stock $.695 $.600 $.520 $.445 $.385

AT YEAR END (Restated)
Total assets $10,721.8 $ 9,988.7 $ 9,758.7 $ 9,852.4 $5,205.0
Senior long-term
debt (noncurrent) 1,440.8 1,393.2 1,694.4 1,886.8 822.7
Subordinated long-
term debt
(noncurrent) 766.0 766.0 430.0 430.0 30.0
Preferred securities of
subsidiary company 100.0 -- -- -- --
Redeemable
preferred stock 355.6 355.9 356.0 356.1 2.2

(1) 1993 amounts are before a one-time cumulative effect of change in
accounting for nonpension postretirement benefits.

ELEVEN-YEAR RESULTS

- -------------------------------------------------------------------------------
Fiscal Year 1994 1993 1992 1991 1990

- -------------------------------------------------------------------------------
FOR THE YEAR (As actually reported)

Net sales $23,512.2 $21,519.1 $21,219.0 $19,504.7 $15,501.2
Equity in earnings of
affiliates 5.2 25.4 17.5 23.6 18.1
Income from continuing
operations before
income taxes and
cumulative effect of
change in accounting
principle 720.0 631.4 587.7 515.2 356.9
After-tax income from
continuing operations and
before cumulative effect
of change in accounting
principle 437.1 391.5 372.4 311.2 231.7
Net income 437.1 270.3 372.4 311.2 231.7
Earnings per common and
common equivalent share
Continuing operations and
before cumulative effect
of change in accounting
principle $1.81 $1.58 $1.50 $1.42 $1.25
Net income $1.81 $1.06 $1.50 $1.42 $1.25
Cash dividends declared
per share of common stock $.695 $.600 $.520 $.445 $.385
Market price per share
of common stock
High $29.38 $34.25 $36.25 $32.50 $21.25
Low $23.00 $22.75 $24.50 $19.67 $14.11
Last $28.50 $25.13 $25.88 $30.33 $20.50
Weighted average number
of common and common
equivalent shares out-
standing (in millions) 228.5 233.0 231.9 205.3 184.8
Additions to property,
plant and equipment,
including acquisitions $498.6 $392.7 $378.9 $1,159.9 $349.3
Depreciation and
amortization 368.4 348.7 319.3 250.8 129.7

- -------------------------------------------------------------------------------
Fiscal Year 1994 1993 1992 1991 1990

- -------------------------------------------------------------------------------

AT YEAR END (As actually reported)
Total assets $10,721.8 $ 9,988.7 $9,758.7 $9,420.3 $4,804.2
Current assets 5,143.3 4,486.7 4,371.2 4,342.9 3,347.7
Current liabilities 4,752.8 4,272.6 4,081.3 4,087.4 2,967.5
Working capital 390.5 214.1 289.9 255.5 380.2
Property, plant and
equipment, net 2,586.3 2,388.2 2,276.8 1,941.5 1,034.7
Capital investment 5,969.0 5,716.1 5,677.4 5,332.9 1,836.7
Senior long-term debt
(noncurrent) 1,440.8 1,393.2 1,694.4 1,663.0 605.4
Subordinated long-term
debt (noncurrent) 766.0 766.0 430.0 430.0 30.0
Preferred securities of
subsidiary company 100.0 -- -- -- --
Redeemable preferred
stock 355.6 355.9 356.0 356.1 2.2
Common stockholders'
equity 2,226.9 2,054.5 2,232.3 1,817.4 1,095.8
Stockholders' equity
(all classes) 2,582.5 2,410.4 2,588.3 2,173.5 1,098.0

Common stockholders'
equity per share $9.86 $9.02 $9.62 $8.67 $5.95

ELEVEN-YEAR RESULTS (CONT.)

- -------------------------------------------------------------------------------
Fiscal Year 1989 1988 1987 1986 1985 1984
- -------------------------------------------------------------------------------

FOR THE YEAR (As actually reported)

Net sales $11,340.4 $9,475.0 $ 9,001.6 $ 5,911.0 $ 5,498.2 $ 3,301.5
Equity in earnings
of affiliates -- 10.5 2.8 3.1 1.9 18.1
Income from continuing
operations before
income taxes and
cumulative effect of
change in accounting
principle 312.2 240.1 271.5 180.3 151.6 89.7
After-tax income from
continuing operations
and before cumulative
effect of change in
accounting principle 197.9 154.7 148.7 105.3 91.7 65.2
Net income 197.9 154.7 148.7 105.3 91.7 62.6
Earnings per common and
common equivalent share
Continuing operations and
before cumulative effect
of change in accounting
principle $1.09 $.86 $.82 $.68 $.59 $.46
Net income $1.09 $.86 $.82 $.68 $.59 $.44
Cash dividends declared
per share of common
stock $.331 $.288 $.249 $.215 $.187 $.164
Market price per share
of common stock
High $15.89 $16.89 $15.11 $12.47 $7.64 $5.43
Low $12.00 $9.28 $11.03 $7.55 $5.04 $3.81
Last $15.22 $12.33 $11.89 $12.39 $7.55 $5.22
Weighted average
number of common and
common equivalent
shares outstanding
(in millions) 180.8 178.2 179.0 152.7 151.9 137.7
Additions to property,
plant and equipment,
including
acquisitions $241.1 $196.3 $178.3 $112.4 $97.5 $140.3
Depreciation and
amortization 101.7 89.5 77.4 53.6 45.9 34.0

AT YEAR END (As actually reported)
Total assets $4,278.2 $3,042.9 $2,482.5 $1,819.7 $1,547.1 $1,304.9
Current assets 3,160.4 2,076.2 1,707.1 1,283.5 1,062.9 840.9
Current
liabilities 2,651.5 1,636.1 1,236.6 926.2 755.3 619.0
Working capital 508.9 440.1 470.5 357.3 307.6 222.0
Property, plant and
equipment, net 825.5 696.1 601.9 427.1 373.8 331.2
Capital investment 1,626.7 1,406.8 1,245.9 893.5 791.9 685.9
Senior long-term
debt (noncurrent) 530.1 489.9 428.7 309.0 261.9 237.7
Subordinated long-term
debt (noncurrent) 30.0 -- -- -- -- --
Preferred securities of
subsidiary company -- -- -- -- -- --
Redeemable preferred
stock 8.7 9.6 13.3 14.2 23.6 30.3
Common stockholders'
equity 949.5 814.4 722.5 510.5 458.3 405.5
Stockholders' equity
(all classes) 958.2 824.0 735.8 524.8 481.8 435.8
Common stockholders'
equity per share $5.25 $4.64 $4.12 $3.43 $3.07 $2.72

*In the five-year table:
Fiscal years 1990 and 1991 were restated in fiscal 1992 to reflect the merger
with Golden Valley Microwave Foods, Inc. which was accounted for as a pooling
of interests.

Per share results reflect the following common stock splits: three-for-two in
1979, two-for-one in 1980, three-for-two in 1984, two-for-one in 1986, three-
for-two in 1989 and three-for-two in 1991 (calendar years).

BOARD OF DIRECTORS

Board Committees

Executive Committee
Charles M. Harper, Chairman
Philip B. Fletcher
Walter Scott, Jr.
William G. Stocks

Audit Committee
Thomas R. Williams, Chairman
Robert A. Krane
Frederick B. Wells

Human Resources Committee
Gerald Rauenhorst, Chairman
Carl E. Reichardt
Walter Scott, Jr.

International Committee
William G. Stocks, Chairman
Dr. Ronald W. Roskens`
Marjorie M. Scardino
Dr. Clayton K. Yeutter

Philip B. Fletcher, 61
Omaha, Nebraska. Chairman of ConAgra board of directors since
May 1993 and chief executive officer of ConAgra since September
1992. Director since 1989.

Charles M. Harper, 66
Omaha, Nebraska. Chairman and chief executive officer of RJR
Nabisco Holdings Corp. ConAgra chief executive officer 1976-
September 1992. Chairman of ConAgra board 1981-May 1993.
Director since 1975.

Robert A. Krane, 60
Denver, Colorado. Consultant, KRA, Inc. Former president and
chief executive officer of Central Bancorporation (financial
services). Director since 1982.

Gerald Rauenhorst, 66
Minneapolis, Minnesota. Chairman of the board and chief
executive officer of Opus Corporation (real estate, construction
and development). Director since 1982.

Carl E. Reichardt, 63
San Francisco, California. Chairman and chief executive officer
of Wells Fargo & Company and Wells Fargo Bank. Director since
March 1993.

Dr. Ronald W. Roskens, 61
Omaha, Nebraska. President of Action International (global
issues support organization composed of former heads of state).
Former president of the University of Nebraska System. Director
since 1992.

Marjorie M. Scardino, 47
London, England. Chief executive of The Economist Newspaper Ltd.
(publishing). Director since June 1994.

Walter Scott, Jr., 63
Omaha, Nebraska. President and chairman of the board of Peter
Kiewit Sons', Inc. (construction, mining and telecommunications).
Director since 1986.

William G. Stocks, 67
Phoenix, Arizona. Former chairman of the board and chief
executive officer of Peavey Company. Director since 1982.

Frederick B. Wells, 66
Minneapolis, Minnesota. President of Asian Fine Arts (fine arts
retailing). Director since 1982.

Thomas R. Williams, 65
Atlanta, Georgia. President and director of Wales Group, Inc.
(investment management and counseling). Director since 1978.

Dr. Clayton K. Yeutter, 63
Washington, D.C. Of counsel with Hogan & Hartson law firm.
Former U.S. Trade Representative and Secretary of Agriculture.
Director 1980-1985 and since 1992.

(Image material omitted)

Photo: Back row, left to right: Dr. Ron Roskens, Bob Krane,
Bill Stocks, Marjorie Scardino, Fred Wells, Gerry Rauenhorst,
Mike Harper, Tom Williams, Dr. Clayton Yeutter.

Front row, left to right: Carl Reichardt, Phil Fletcher, Walter
Scott.

PRINCIPAL OFFICERS

Philip B. Fletcher, 61
Chairman and Chief Executive Officer
Chief executive officer since September 16, 1992; chairman since
May 31, 1993. Named president and chief operating officer of
ConAgra in 1989. Joined ConAgra in 1982 as president of Banquet
Foods Company. Thirty-six years of food industry experience;
formerly associated with Heublein Company, H.J. Heinz, U.S.A. and
Campbell Soup Company.

OFFICE OF THE PRESIDENT

Albert J. Crosson, 63
President and Chief Operating Officer,
ConAgra Grocery Products Companies
Named to current position in January 1993. Named to the Office
of the President in November 1990. President and chief operating
officer of Hunt-Wesson, Inc. 1990-1993. Joined ConAgra in August
1990 when ConAgra acquired Beatrice Company. President of
Beatrice/Hunt-Wesson,Inc. 1986-1990. Forty-one years of food
industry experience in sales, marketing and general management.

Leroy O. Lochmann, 59
President and Chief Operating Officer,
ConAgra Meat Products Companies
Named to current position in January 1993. Named to the Office
of the President in 1990. President and chief operating officer
of Armour Swift-Eckrich 1990-1993. Joined ConAgra in August 1990
when ConAgra acquired Beatrice Company. President of Swift-
Eckrich 1984-1990. Forty-one years of meat industry experience
in operations and management.

Thomas L. Manuel, 47
President and Chief Operating Officer,
ConAgra Trading and Processing Companies
Named to current position in February 1994. President of
ConAgra Grain Processing Companies 1988-1994. Joined ConAgra in
1977 as general manager of ConAgra Feed Ingredient Merchandising
Company. President of ConAgra Flour Milling Company 1984-1994.
Twenty-four years of experience in the grain processing and
commodity trading industries.

Floyd McKinnerney, 57
President and Chief Operating Officer,
ConAgra Agri-Products Companies
Named to current position in 1987. Joined ConAgra in 1978 as
president of Mid Valley Chemicals. Thirty-three years of
experience in the agricultural chemical industry; formerly co-
owner of Dennison's Chemical Company, Weslaco, Texas.

James D. Watkins, 46
President and Chief Operating Officer,
ConAgra Diversified Products Companies
Named to current position in June 1993. Named to the Office of
the President in August 1991 after Golden Valley Microwave Foods
merged with ConAgra. President and chief operating officer of
Golden Valley, Lamb-Weston and Arrow Industries 1991-1993.
Twenty-three years of food industry experience in the
development and marketing of microwave food products and general
management. Founder of Golden Valley Microwave Foods in 1978;
formerly associated with The Pillsbury Company.

Robert Womack, 54
President and Chief Operating Officer,
ConAgra Poultry Company
Named to current position when he joined ConAgra in December
1993. Associated with Tyson Foods 1970-1993, holding top
management positions in sales, marketing and operations in
retail and foodservice poultry and seafood businesses. Thirty
years of experience in sales, marketing, operations and general
management. Formerly associated with International Harvester.

CORPORATE

MANAGEMENT EXECUTIVE COMMITTEE

Philip B. Fletcher
Chairman and Chief Executive Officer

Office of the President
(The six executives listed on this page.)

Dwight J. Goslee
Senior Vice President,
Chief Information Officer

Stephen L. Key
Executive Vice President and
Chief Financial Officer

T. Truxtun Morrison
Chairman, ConAgra International

L.B. Thomas
Senior Vice President,
Corporate Secretary and Risk Officer

Gerald B. Vernon
Senior Vice President, Human Resources

David R. Willensky
Senior Vice President,
Corporate Planning and Development

CORPORATE STAFF

Walter H. Casey
Vice President, Corporate Communications

Kenneth W. DiFonzo
Vice President and Controller

John J. Dill
Vice President, Taxes

P. David Eppenauer
Vice President,
Assistant Corporate Controller

Richard L. Gady
Vice President,
Public Affairs and Chief Economist

C. Wayne Gano, Jr.
Vice President, Insurance and Loss Control

Francis A. Giitter
Vice President, Internal Audit

Raymond V. Hartman
Vice President,
Tax and Administration, Beatrice Co.

Reeder P. Jones
Vice President,
Assistant Corporate Controller

Paul A. Korody
Vice President, Government Affairs

James P. O'Donnell
Vice President,
Finance and Treasurer

David G. Pederson
Vice President, Compensation and Benefits

Joseph V. Petty
Vice President,
Management Information Systems

Lynn L. Phares
Vice President,
Public Relations and Community Affairs

Janet M. Richardson
Vice President,
Corporate Facilities and Services

Donald J. Stone
Vice President, Transportation

Michael J. Trautschold
Vice President,
Corporate Marketing Services

LEGAL COUNSEL
McGrath, North, Mullin & Kratz, P.C.
Omaha, Nebraska
General Counsel: Bruce C. Rohde
Assistant General Counsel: David L. Hefflinger

INDEPENDENT OPERATING COMPANIES

ConAgra Agri-Products Companies
Floyd McKinnerney
President and Chief Operating Officer

Philip J. James, Executive Vice President

United Agri Products Companies
J. Charles Blue, President

ConAgra Retail Companies
Anthony J. Seitz, President

Country General Stores
Larry D. Mace, President

Dyno Merchandise Corporation
John R. Feinberg, President

Northwest Fabrics & Crafts
David B. Spohn, President

ConAgra Diversified Products Companies
James D. Watkins, President and Chief Operating Officer

Arrow Industries, Inc.
Steven P. Rosenberg, President

ConAgra Pet Products Company
Thurmond Jones, President

ConAgra Shrimp Companies
Singleton Seafood Company
Jesse Gonzalez, President

O'Donnell-Usen U.S.A.
Thomas J. Lavan, Executive Vice President, General Manager

Golden Valley Microwave Foods, Inc.
John S. McKeon, President

Lamb-Weston, Inc.
Richard A. Porter, President

Trident Seafoods Corporation
(50-percent owned)
Charles H. Bundrant, President

ConAgra Grocery Products Companies
Albert J. Crosson, President and Chief Operating Officer

ConAgra Frozen Foods
James T. Smith, President

ConAgra Grocery Products Companies International
Taketo Murata, President

Hunt Foods Company
Edward A. Snell, President

Hunt-Wesson Foodservice Sales Company
Marshall Ransom, President

Hunt-Wesson Grocery Products Sales Company
Robert E. Williams, President

Orville Redenbacher/Swiss Miss Foods Company
LaChoy/Rosarita Foods Company
David J. Gustin, President

Wesson/Peter Pan Foods Company
Michael D. Jeans, President

ConAgra Meat Products Companies
Leroy O. Lochmann, President and Chief Operating Officer

Armour Swift-Eckrich Processed Meats Company
J. Douglas Esson, President

Australia Meat Holdings Pty Ltd.
Keith W. Lawson, Executive Chairman

Beatrice Cheese Company
Robert H. Burns, President

Butterball Turkey Company
Robert W. Lauffenburger, President

ConAgra Consumer Direct
Michael D. Doepke, President

ConAgra Europe
Raymond R. Destin, Managing Director

Cook Family Foods, Ltd.
Eugene J. Dembkowski, Chief Operating Officer
Thomas J. McDonough, President

Monfort Pork Company
A. Donald Slotkin, President

National Foods Inc.
Skip Pines, Chairman
Harvey Potkin, President

ConAgra Red Meat Companies
Richard L. Monfort
President and Chief Operating Officer, and
Executive Vice President, ConAgra Meat Products Companies

Berliner & Marx, Inc.
Ronald D. Koenig, President

ConAgra Fresh Meats Company
Alan E. Glueck, President

E.A. Miller Inc.
Ted A. Miller, President

Mapelli Food Distribution Co.
Donald D. Mueller, President

Monfort, Inc.
Richard L. Monfort, President

Monfort Finance Company
R. Larry Eaton, President

ConAgra Poultry Company
Robert Womack, President and Chief Operating Officer

ConAgra Asia-Pacific
Kenneth C. Davis, Managing Director

Professional Food Systems
J. Roland Brevard, President

ConAgra Trading and Processing Companies
Thomas L. Manuel, President and Chief Operating Officer

ConAgra Flour Milling Company
Gary P. White, President

ConAgra Feed Company
George W. Thames, General Manager

ConAgra Feed Ingredient Merchandising Company
Gregory A. Heckman, General Manager

ConAgra Specialty Grain Products Company
Michael D. Walter, President

ConAgra Trading Companies
Thomas M. Racciatti, President

Camerican International
Lawrence G. Abramson, President

ConAgra Grain Companies
Thomas M. Racciatti, President

International Trading
Russell J. Bragg, President

Klein-Berger Company
Robert J. Corkern, President

Geldermann, Inc.
James R. Curley, President and Chief Executive Officer

United Specialty Food Ingredients Cos.
Bob J. Powdrill, President

CORPORATE CITIZENSHIP

ConAgra is strongly committed to good corporate citizenship in
the communities where our employees work and live. We aim to
make a lasting, positive impact on the quality of life in these
communities. We also aim to be leaders in addressing issues we
believe are critically important to the future of our employees,
our company and our country.
During fiscal 1994, we made progress on both fronts.
We reached out into many of our communities, and we highlight
here four extraordinary organizations we are proud to support.
We also are proud of the ConAgra employees who volunteer for
these and thousands of other organizations that are providing
real solutions in ConAgra communities.
We also made good progress during fiscal 1994 in our efforts
to find innovative, replicable solutions to issues that affect
our future. We highlight here two pilot projects that we believe
will become national models for excellence -- in early childhood
education, and in better preparing young people for their
transition from school to work.

1994 ConAgra Foundation Community Service Award Winners

Organizations are nominated for these awards, which this year
ranged from $5000 to $25,000, by ConAgra independent operating
companies. Twelve winners were selected for their outstanding
achievements in their communities and their leadership in meeting
community needs. ConAgra employees are active volunteers for all
12 winners; four are shown on these pages.

The Sheepfold
Tustin, California

The Sheepfold serves the immediate needs of battered women and
children, then offers a comprehensive program to prepare the
women for independent living. ConAgra's $25,000 grant was used
to purchase a large passenger van to transport the women and
children to schools, job training and interviews, jobs, church,
medical appointments, field trips and other destinations. Hunt
Foods Company president Ed Snell, who nominated the Sheepfold, is
pictured at one of Sheepfold's "safe homes."

Dallas Jewish Coalition for the Homeless/Vogel Alcove
Dallas, Texas

The Dallas Jewish Coalition for the Homeless is a non-religious
organization which provides child care for homeless families at
the Vogel Alcove Child Care Center. The free child care enables
homeless parents to obtain training and seek employment.
ConAgra's $25,000 grant will provide 695 days of high-quality
child care for homeless children. Arrow Industries president
Steve Rosenberg, who nominated the Vogel Alcove, is shown at the
child care center.

Weld County Partners
Greeley, Colorado

Weld County Partners is a mentoring program that matches at-risk
youth with adult community volunteers in year-long, one-to-one
relationships. Weld County Partners has matched more than 1700
at-risk youth with adult volunteers since 1975. The $7500
ConAgra grant will be used for program expansion. Karl Wagner,
director of fleet management and office services for ConAgra Red
Meat Companies, nominated Weld County Partners and serves as
chair pro tem of the organization's board of directors. He is
shown with program participants.

The Women's Treatment Center
Chicago, Illinois

The Women's Treatment Center provides various levels of substance
abuse treatment for pregnant women and women with young children.
Support services such as day care, pre-kindergarten, adult
education, counseling and some medical services also are
provided. Geldermann executive vice president and general
counsel Gloria Matthews, a founding member of the Women's
Treatment Center board and currently board secretary, nominated
this organization and is shown above at the Treatment Center.

Early Childhood Education: Developing a Model

In April 1994, ConAgra announced a partnership with the private
Peter Kiewit Foundation, six Omaha-area public school districts
and the University of Nebraska at Omaha College of Education to
develop a model early childhood education program. ConAgra will
be the major funder, committing $900,000 for the first three
years.

The program will include a model school for children from infancy
through preschool age (and eventually before- and after-school
programs); a comprehensive curriculum addressing the physical,
emotional and cognitive needs of young children; a training site
for students and professionals interested in early childhood
development; a parent training program; a setting for early
childhood teacher training; a volunteer outreach program; a
community awareness campaign; and an evaluation and research
component.

ConAgra Frozen Foods president Jim Smith, shown above, chairs the
board of directors for this innovative initiative -- and many
other ConAgra employees are committing their time and talents to
making this program a success.

Success Prep: Preparing Young People for Work

In May 1993, ConAgra announced a $450,000 pledge to fund a 3-year
pilot program in cooperation with Boys Clubs of Omaha and Girls
Inc. to create and implement a program to better prepare non-
college-bound young people ages 16-22 for success in the
workplace. The program includes a comprehensive curriculum
designed to meet the specific needs of Omaha employers, job
placement, and on-the-job follow-up and counseling for at least
three months. The first Success Prep class began in September
1993.

At the nine-month point, Success Prep results were encouraging.
Sixty young people had graduated from the program, 28 percent of
them considered "at risk" for various reasons. The job placement
rate was 93 percent, and the job retention rate was about 70
percent. We believe Success Prep can be a national model for
school-to-work transition success.

(Image material omitted)

Photo cutlines:

Hunt Foods president Ed Snell at the Sheepfold.

Arrow Industries president Steve Rosenberg at the Vogel Alcove.

Karl Wagner (center), ConAgra Red Meat director of fleet
management and office services, with Weld County Partners
participants.

Geldermann executive vice president and general counsel Gloria
Matthews at the Women's Treatment Center.

Top: Guest speaker Davyd Morton speaks to a Success Prep class.

Bottom: ConAgra Frozen Foods president Jim Smith is leading the
early childhood project.

RESPONSIBILITIES

INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
ConAgra, Inc.

We have audited the accompanying consolidated balance sheets
of ConAgra, Inc. and subsidiaries as of May 29, 1994 and May 30,
1993, and the related consolidated statements of earnings, common
stockholders' equity and cash flows for each of the three years
(fifty-two/fifty-three weeks) in the period ended May 29, 1994.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion such consolidated financial statements present
fairly, in all material respects, the financial position of
ConAgra, Inc. and subsidiaries as of May 29, 1994 and May 30,
1993, and the results of their operations and their cash flows
for each of the three years (fifty-two/fifty-three weeks) in the
period ended May 29, 1994 in conformity with generally accepted
accounting principles.

As discussed in Note 17, the consolidated financial statements
give effect to the Company's adoption, effective June 1, 1992, of
Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions."

DELOITTE & TOUCHE

Deloitte & Touche

July 7, 1994
Omaha, Nebraska

THE CONDUCT OF OUR AFFAIRS
The major objectives of the company are expressed in terms of
return on stockholders' equity, and growth in trend line earning
power. As we conduct ourselves in the pursuit of our existing
businesses and in the growth of our businesses in an ethical and
moral way, we must also fulfill our commitments to our
government, to our society and to ourselves as individuals. In
one sense, ethics involves the point of view that suggests we
live in a glass bowl, and we should feel comfortable with any
actions we take, if they were shared publicly. Further, we will
conduct our affairs within the law.
Should there be evidence of possible malfeasance on the part
of any officer or member of management, each employee must feel
the responsibility to communicate that to the appropriate party.
This is a commitment that each of us must undertake and not feel
that it is a high-risk communication, but that it is expected
and, indeed, an obligation.
-from ConAgra's Philosophy, page 6 (originally
published in 1976)

PRINCIPAL OFFICERS
The principal officers of the company include, among others,
those listed on pages 29 and 30 of this report. The principal
officers are responsible for maintaining throughout the company a
system of internal controls which protect the assets of the
company on a reasonable and economic basis. They also are
responsible for maintaining records which permit the preparation
of financial statements that fairly present the financial
condition and results of operations of the company in accordance
with generally accepted accounting principles.

AUDIT COMMITTEE OF THE BOARD
The Audit Committee of ConAgra's Board of Directors is
composed entirely of outside directors and recommends the
appointment of the company's independent public accountants. The
Audit Committee meets regularly, and when appropriate separately,
with the independent public accountants, the internal auditors
and financial management. Both the independent public
accountants and the internal auditors have unrestricted access to
the Audit Committee.

CONAGRA, INC. AND SUBSIDIARIES

Consolidated Financial Statements
for the Years Ended May 29, 1994 and May 30, 1993
and Independent Auditors' Report
<PAGE>

CONAGRA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
MAY 29, 1994 AND MAY 30, 1993
(Dollars in millions except per share amount)

ASSETS 1994 1993

Current Assets:
Cash $ 100.3 $ 159.5
Cash equivalents 66.1 97.5
Receivables, less allowance for doubtful accounts
of $55.9 and $47.5 (Note 3) 1,589.6 1,421.4
Margin deposits and segregated funds - financial
businesses 286.0 190.0
Inventories (Note 4):
Hedged commodities 723.4 656.5
Other 2,161.0 1,782.7
--------- --------
2,884.4 2,439.2

Prepaid expenses 216.9 179.1
--------- --------
Total current assets 5,143.3 4,486.7
--------- --------

Other Assets:
Investments in affiliates (Notes 2 and 5) 235.9 306.1
Sundry investments, receivables and other
noncurrent assets 129.9 137.4
--------- --------
Total other assets 365.8 443.5
--------- --------

Property, Plant and Equipment (Note 8):
Cost (Note 6) 4,150.4 3,719.0
Less accumulated depreciation 1,564.1 1,330.8
--------- --------
Property, plant and equipment, net 2,586.3 2,388.2

Brands, Trademarks and Goodwill, at cost
less accumulated amortization of $363.1
and $283.2 2,626.4 2,670.3
--------- --------
$10,721.8 $9,988.7
========= ========

The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - (Continued)
MAY 29, 1994 AND MAY 30, 1993
(Dollars in millions except per share amount)

LIABILITIES AND STOCKHOLDERS' EQUITY 1994 1993

Current Liabilities:
Notes payable - financial businesses (Note 7) $ 419.0 $ 358.0
Notes payable - other (Note 7) - 212.2
Current installments of long-term debt 120.7 139.9
Accounts payable 1,610.5 1,459.6
Advances on sales 914.9 663.5
Payable to customers, clearing associations,
etc. - financial businesses 326.5 270.9
Accrued payroll 262.4 234.6
Other accrued liabilities 1,098.8 933.9
-------- --------
Total current liabilities 4,752.8 4,272.6
-------- --------
Senior Long-Term Debt, excluding current installments
(Note 8) 1,440.8 1,393.2

Other Noncurrent Liabilities (Note 9) 1,079.7 1,146.5

Subordinated Debt (Note 8) 766.0 766.0

Preferred Securities of Subsidiary Company (Note 10) 100.0 -

Preferred Shares Subject to Mandatory Redemption
(Notes 11 and 12) 355.6 355.9

Commitments and Contingencies (Notes 15 and 16)

Common Stockholders' Equity (Notes 12 and 13):
Common stock of $5 par value, authorized 1,200,000,000
shares; issued 252,726,783 and 252,256,807 1,263.6 1,261.3
Additional paid-in capital 338.0 267.1
Retained earnings 1,422.7 1,167.0
Foreign currency translation adjustment (33.1) (14.6)
Less treasury stock, at cost,
common shares 4,531,676 and 546,762 (117.2) (12.7)
-------- --------
2,874.0 2,668.1
Less unearned restricted stock and value of 22,286,481
and 23,889,777 common shares held in Employee Equity
Fund (647.1) (613.6)
--------- --------
Total common stockholders' equity 2,226.9 2,054.5
--------- --------
$10,721.8 $9,988.7
========= ========

The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE FISCAL YEARS ENDED MAY
(In Millions Except Per Share Amounts)

1994 1993 1992
(52 Weeks) (52 Weeks) (53 Weeks)

Net Sales $23,512.2 $21,519.1 $21,219.0
--------- --------- ---------
Costs and Expenses:
Cost of goods sold 20,452.2 18,640.4 18,195.0
Selling, administrative and general expenses 2,091.0 2,014.3 2,136.3
Interest expense (Note 8) 254.2 258.4 317.5
--------- --------- ---------
22,797.4 20,913.1 20,648.8
Income Before Equity in Earnings of --------- ---------- ---------
Affiliates, Income Taxes and Cumulative
Effect of Change in Accounting Principle 714.8 606.0 570.2
Equity in Earnings of Affiliates 5.2 25.4 17.5
--------- ---------- ---------
Income Before Income Taxes and Cumulative
Effect of Change in Accounting Principle 720.0 631.4 587.7

Income Taxes (Note 14) 282.9 239.9 215.3
--------- ---------- ---------
Net Income Before Cumulative Effect
of Change in Accounting Principle 437.1 391.5 372.4
--------- ---------- ---------
Cumulative Effect of Change in Accounting
for Nonpension Postretirement Benefits
(net of taxes of $74.2) - (121.2) -
--------- ---------- ---------
Net Income 437.1 270.3 372.4

Less Preferred Dividends 24.0 24.0 24.5
--------- ---------- ---------
Net Income Available for Common Stock $ 413.1 $ 246.3 $ 347.9
========= ========== =========
Earnings Per Common and Common Equivalent Share:
Before cumulative effect of change in
accounting principle $ 1.81 $ 1.58 $ 1.50
Cumulative effect of change in accounting
for nonpension postretirement benefits - (0.52) -
--------- ---------- ---------
Net Income $ 1.81 $ 1.06 $ 1.50
========= ========== =========
Weighted Average Number of Common and
Common Equivalent Shares Outstanding 228.5 233.0 231.9
========= ========== =========

The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
(Columnar Dollars in Millions)
<TABLE>
<CAPTION>
Foreign Unearned
Additional Currency Restricted
Common Paid-in Retained Translation Treasury and EEF
Stock Capital Earnings Adjustment Stock Stock Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at May 26, 1991 $ 748.9 $417.9 $ 779.7 $ (0.4) $ (3.6) $ (9.3) $1,933.2
1,816,949 shares issued in connection
with employee stock option plan 8.1 13.9 - - (2.0) - 20.0
354,048 shares issued in connection
with incentive plans 1.1 7.3 - - 0.4 1.5 10.3
5,250,000 shares issued in connection
with acquisition of Arrow Industries, Inc. 26.2 (25.1) 39.5 - - - 40.6
Conversion of 4,410 shares of preferred
stock into 30,532 shares of common stock 0.1 - - - - - 0.1
Three-for-two stock split 376.5 (376.6) - - - - (0.1)
Equity transactions of pooled company - 0.4 - - - - 0.4
Foreign currency translation adjustment - - - (1.5) - - (1.5)
Cash dividends declared:
Preferred stock - - (24.5) - - - (24.5)
Common stock, $.52 per share - - (118.6) - - - (118.6)
Net income - - 372.4 - - - 372.4

Balance at May 31, 1992 1,160.9 37.8 1,048.5 (1.9) (5.2) (7.8) 2,232.3
-------- ------ -------- ----- ------- ------- --------
1,552,765 shares issued in connection
with employee stock option plan 8.5 11.9 - - (4.3) - 16.1
419,806 shares issued in connection
with incentive plans 3.0 13.0 (0.1) - (3.2) (5.6) 7.1
5,221,589 shares issued in connection
with acquisitions 26.1 13.4 10.8 - - - 50.3
Conversion of 2,857 shares of preferred
stock into 19,788 shares of common stock 0.1 - - - - - 0.1
Share activity associated with Employee
Equity Fund 62.7 191.0 - - - (600.2) (346.5)
Foreign currency translation adjustment - - - (12.7) - - (12.7)
Cash dividends declared:
Preferred stock - - (24.0) - - - (24.0)
Common stock, $.60 per share - - (138.5) - - - (138.5)
Net income - - 270.3 - - - 270.3
-------- ------ -------- ----- ------- ------- --------

Balance at May 30, 1993 1,261.3 267.1 1,167.0 (14.6) (12.7) (613.6) 2,054.5
138,341 shares issued in connection with
employee stock option plan 0.7 0.7 - - - - 1.4
207,547 shares issued in connection with
incentive plans 1.0 4.5 - - - 1.4 6.9
Acquisition of 201,382 shares in connection
with incentive plans - - - - (4.8) - (4.8)
243,834 shares issued in connection
with acquisitions 0.2 0.5 - - 5.7 - 6.4
Conversion of 13,955 shares of preferred
stock into 96,722 shares of common stock 0.4 (0.1) - - - - 0.3
Purchase of 4,000,000 treasury shares - - - - (105.4) - (105.4)
Share activity associated with Employee
Equity Fund:
880,444 shares issued in connection with
employee stock option plan - (13.2) - - - 25.6 12.4
370,083 shares issued in connection with
incentive plans - (1.7) - - - 10.8 9.1
352,769 shares issued to other benefit plans - (1.4) - - - 10.3 8.9
Fair market valuation of shares - 81.6 - - - (81.6) -
Foreign currency translation adjustment - - - (18.5) - - (18.5)
Cash dividends declared:
Preferred stock - - (24.0) - - - (24.0)
Common stock, $.70 per share - - (157.4) - - - (157.4)
Net income - - 437.1 - - - 437.1
-------- ------ -------- ----- ------- ------- --------
Balance at May 29, 1994 $1,263.6 $338.0 $1,422.7 $(33.1) $(117.2) $(647.1) $2,226.9
======== ====== ======== ======= ======== ======== ========

The accompanying notes are an integral part of the consolidated financial statements

</TABLE>

CONAGRA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED MAY
(In Millions)

(Increase (Decrease) in Cash and Cash 1994 1993 1992
Equivalents) (52 Weeks) (52 Weeks) (53 Weeks)
Cash Flows From Operating Activities:
Net income $437.1 $270.3 $372.4
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and other amortization 294.8 277.0 247.9
Goodwill amortization 73.6 71.7 71.4
Provision for deferred income taxes 0.5 4.8 29.5
Provision for losses on accounts
receivable 24.8 17.2 18.7
Undistributed earnings of affiliates (5.2) (25.4) (17.5)
Issuance of common stock in connection with
the management incentive plans 16.0 7.1 10.3
Provision for nonpension postretirement
benefits - 210.9 -
Other noncash items, primarily interest 2.7 6.0 64.7
Change in assets and liabilities before
effects from business acquisitions:
Receivables, margin deposits and
segregated funds (250.4) 55.1 (37.5)
Inventories (362.0) 13.7 (222.8)
Prepaid expenses (17.6) 23.5 (21.8)
Accounts payable and other liabilities 408.2 (89.1) 201.0
Interest and income taxes 68.5 (20.7) 17.4
------ ------ ------
Net Cash Flows From Operating
Activities 691.0 822.1 733.7
------ ------ ------
Cash Flows From Investing Activities:
Sale of property, plant and equipment 40.3 12.6 75.9
Additions to property, plant and equipment (395.0) (341.0) (369.6)
Increase (decrease) in investment in affiliates 2.5 (30.1) (60.4)
Payment for business acquisitions (61.2) (16.4) 1.2
(Increase) decrease in notes receivable -
Monfort Finance Company 19.2 (142.0) 10.0
Other items (25.2) (33.5) 56.5
------ ------ ------
Net Cash Flows From Investing
Activities (419.4) (550.4) (286.4)
------ ------ ------
Cash Flows From Financing Activities:
Net short-term borrowings (153.8) 196.1 45.7
Proceeds from issuance of long-term debt 172.1 360.7 156.3
Proceeds from sale of accounts receivable, net - 15.0 85.0
Proceeds from exercise of employee stock options 9.0 16.1 20.0
Cash dividends paid (176.0) (158.6) (135.5)
Repayment of long-term debt (206.3) (291.3) (837.1)
Treasury stock purchases (105.4) - -
Employee Equity Fund stock transactions 8.9 (346.5) -
Issuance of preferred securities of a
subsidiary company 100.0 - -
Other items, primarily payments on other
noncurrent liabilities (10.7) (161.0) (148.8)
------ ------ ------
Net Cash Flows From Financing
Activities (362.2) (369.5) (814.4)
------ ------ ------

Net Decrease in Cash and Cash Equivalents (90.6) (97.8) (367.1)

Cash and Cash Equivalents at Beginning of Year 257.0 354.8 721.9
------ ------ ------

Cash and Cash Equivalents at End of Year $166.4 $257.0 $354.8
====== ====== ======

The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 29, 1994, MAY 30, 1993 AND MAY 31, 1992
(Columnar amounts in millions except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation - The consolidated financial statements
include the accounts of ConAgra, Inc. and all majority-owned
subsidiaries, except certain foreign companies that are not
material to the Company. All significant intercompany
investments, accounts and transactions have been eliminated.

The investments in and the operating results of 50%-or-less-
owned companies and the foreign companies referred to above are
included in the financial statements on the basis of the equity
method of accounting.

The accounts of two wholly owned subsidiaries, ConAgra
Fertilizer Company and United Agri Products, Inc., have been
consolidated on the basis of a year ending in February. Such
fiscal period corresponds with those companies' natural
business year.

The Company's financial businesses, Geldermann, Inc. (a
commodity brokerage business) and Monfort Finance Company (a
finance company) are included in the consolidated financial
statements. Certain information on the debt financing of these
businesses is set forth in Notes 7 and 8.

Inventories - Grain, flour, and major feed ingredient
inventories are hedged to the extent practicable and are
generally stated at market including adjustment to market of
open contracts for purchases and sales. Short-term interest
expense incurred to finance hedged inventories is included in
cost of sales in order to reflect properly gross margins on
hedged transactions. Except for certain food products and
livestock inventories which are stated at the lower of last-in,
first-out (LIFO) cost or market, inventories not hedged are
priced at the lower of average cost or market.

Property and Depreciation - Property, plant, and equipment are
carried at cost. Depreciation has been calculated using
primarily the straight-line method over the estimated useful
lives of the related assets.

Brands, Trademarks and Goodwill - Brands and goodwill arising
from the excess of cost of investment over equity in net assets
at date of acquisition and trademarks are being amortized using
the straight-line method, principally over a period of 40
years. The carrying value of such brands, trademarks and
goodwill is periodically evaluated on the basis of management's
estimates of future undiscounted operating income associated with
the acquired businesses.

Net Sales - Gross margins earned from grain and feed
ingredients merchandised are included in net sales.

Income Taxes - The parent company and all eligible wholly owned
subsidiaries subject to United States income taxes file a
consolidated Federal income tax return.

In fiscal 1993, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 109, Accounting for
Income Taxes, which requires the provision of deferred income
taxes for temporary differences between financial and tax
reporting under the liability method and adjustment of
previously deferred taxes for changes in tax rates.
Implementation of the Statement did not have a material effect
on the Company's consolidated financial statements. The
Company had previously adopted the provisions of Statement of
Financial Accounting Standards No. 96.

Pension Benefits - The Company and its subsidiaries have
retirement plans covering substantially all salaried and hourly
employees. Total pension expense includes provisions for
retirement benefits, interest on unfunded past service costs,
and amortization of past service costs over a 30-year period.
The Company has adopted a policy of funding accrued pension
costs to the extent deductible for tax purposes.

Other Postretirement Benefits - In fiscal 1993, the Company
adopted the provisions of Statement of Financial Accounting
Standards No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions. This statement requires that the
estimated cost of postretirement benefits other than pensions
be accrued over the period earned rather than expensed as
incurred. The Company elected to recognize this change in
accounting on the immediate recognition basis.

Earnings per Share - Earnings per common and common equivalent
share are calculated on the basis of weighted average
outstanding common shares and, when applicable, those
outstanding options that are dilutive and after giving effect
to preferred stock dividend requirements. Fully diluted
earnings per share did not differ significantly from primary
earnings per share in any period presented.

Cash Flows - For purposes of the consolidated statements of
cash flows, the Company considers all highly liquid investments
purchased with a maturity of three months or less to be cash
equivalents.

Fair Values of Financial Instruments - The Company believes
that the book value of short-term financial instruments
approximates their fair value. For these purposes, short-term
is defined as any item that matures, reprices, or represents a
cash transaction between willing parties within six months or
less of the measurement date. All financial instruments are
considered to have a fair value which approximates book value
at May 29, 1994, unless otherwise specified.

2. BUSINESS COMBINATIONS

1994

At May 30, 1993, the Company had a 50% equity interest in
Australia Meat Holdings Pty. Ltd. (AMH), an Australian beef
processor. Effective the beginning of fiscal 1994, the Company
increased its equity interest in AMH to approximately 91%. The
purchase price of this additional interest was approximately
$61 million. The accounts of AMH have been included in the
consolidated financial statements since the beginning of fiscal
1994.

1993

During fiscal 1993, the Company acquired certain businesses,
two of which have been recorded as pooling of interests, the
revenues and net earnings of which did not significantly affect
consolidated results.

1992

On July 11, 1991, Golden Valley Microwave Foods, Inc. (Golden
Valley) merged with ConAgra through an exchange of .8514 of a
share of ConAgra common stock for each share of Golden Valley
common stock. Golden Valley is a leader in the development and
marketing of foods specifically for preparation in microwave
ovens. Products include popcorn, french fries, breakfast foods
and sandwiches distributed through vending industry, mass
merchandising outlets and grocery stores. ConAgra issued 15.0
million shares of common stock for Golden Valley's 18.8 million
shares of common stock and assumed outstanding options for
approximately 1.0 million shares of ConAgra common stock. In
addition, outstanding warrants for 0.6 million shares of Golden
Valley stock were converted to warrants to purchase 0.5 million
shares of ConAgra common stock at $40.32 per share. The
transaction has been accounted for as a pooling of interests.
The exchange ratio and share amounts above have been revised to
reflect ConAgra's 3-for-2 stock split on December 2, 1991. The
historical financial statements of the Company have been
restated to give effect to the acquisition as though the
companies had operated together from the beginning of the
earliest period presented.

On January 2, 1992, all of the outstanding capital stock of
Arrow Industries, Inc. was exchanged for 5,250,000 shares of
ConAgra common stock in a transaction accounted for as a
pooling of interests. Financial information for periods prior
to this transaction has not been restated because of
immateriality and, accordingly, results of operations have been
included since the date of acquisition.

3. RECEIVABLES

During September 1990, the Company entered into agreements to
sell, for a period of up to five years, undivided participation
interests in designated pools of receivables, with limited
recourse, in an amount not to exceed $400 million at any one
time. During each April of 1994 and 1993, the agreement was
temporarily increased to $500 million for a period of up to six
months, at which time it automatically reduces to the original
$400 million. Participation interests in new receivables may
be sold as collections reduce previously sold participation
interests. The participation interests are sold at a discount
which is included in Selling, Administrative and General
Expenses in the consolidated statements of earnings. In
connection with this transaction, the Company entered into interest
rate swap agreements with two money center bank counterparties which
effectively fix the discount rate on $400 million of such participation
interests at 9.4% for five years. The estimated fair value of the
interest rate swap agreements was an obligation of $21.3 million as
of May 29, 1994. Gross proceeds from the sales were approximately
$500 million as of May 29, 1994 and May 30, 1993.

Receivables of Monfort Finance Company include notes receivable
of approximately $254 million and $273 million at May 29, 1994
and May 30, 1993, respectively.

4. INVENTORIES

The major classes of inventories are as follows:

1994 1993

Hedged commodities $ 723.4 $ 656.5
Food products and livestock 1,260.7 1,120.2
Agricultural chemicals, fertilizer and
feed 322.6 146.1
Retail merchandise 176.0 170.1
Other, principally ingredients and supplies 401.7 346.3
-------- --------
$2,884.4 $2,439.2
======== ========

The cost of certain food products and livestock inventories
stated under the last-in, first-out (LIFO) method is $211.0
million and $133.4 million at May 29, 1994 and May 30, 1993,
respectively. Had these inventories been stated at lower of
principally first-in, first-out (FIFO) cost or market, they
would have been $41.0 million and $44.2 million greater than
reported at May 29, 1994 and May 30, 1993, respectively.

5. INVESTMENTS IN AFFILIATES

At May 29, 1994, investments in affiliates consisted
principally of equity interests in Saprogal and Sapropor, 100%-
and 95%-owned food companies operating in Spain and Portugal,
respectively; and Trident Seafoods Corporation, a 50%-owned
company operating in the Northwest Pacific seafood industry.
Prior to fiscal 1994, the Company's 50% interest in Australia
Meat Holdings, Pty. Ltd. (AMH), an Australian beef processor,
was stated at equity. In fiscal 1994, the ownership interest
in AMH was increased to approximately 91% (see Note 2), and the
accounts of AMH have been consolidated.

Summary financial information of these companies and certain
other individually insignificant businesses, at and for each of
the years presented, is set forth below and includes amounts
since date of acquisition of each respective equity interest:

1994 1993

Current assets $390.9 $ 619.9
Noncurrent assets 463.5 612.8
------ --------
Total assets 854.4 1,232.7
------ --------
Current liabilities 278.3 454.6
Noncurrent liabilities 197.3 281.6
------ --------
Total liabilities 475.6 736.2
------ --------
Net assets $378.8 $ 496.5
====== ========
ConAgra's investment $235.9 $ 306.1
====== ========

1994 1993 1992

Net sales $1,791.3 $2,869.3 $2,453.9
======== ======== ========
Net income $ 4.3 $ 34.0 $ 28.1
======== ======== ========
ConAgra's equity in earnings $ 5.2 $ 25.4 $ 17.5
======== ======== ========

6. PROPERTY, PLANT AND EQUIPMENT

Following is a detail of property, plant and equipment cost:

1994 1993

Land $ 140.7 $ 141.0
Buildings, machinery and
equipment 3,633.7 3,223.7
Autos, trucks, trailers, etc. 57.8 61.1
Furniture and fixtures 162.1 133.0
Construction in progress 156.1 160.2
-------- --------
$4,150.4 $3,719.0
======== ========

7. SHORT-TERM CREDIT FACILITIES AND BORROWINGS

At May 29, 1994, the financial businesses had $419.0 million of
short-term borrowings outstanding, which was attributable to
Monfort Finance Company. The financial businesses have credit
facilities totaling $516.0 million. ConAgra does not guarantee
the financial businesses' borrowings.

The Company (exclusive of financial businesses) has credit
lines from banks which totaled approximately $4.0 billion;
including $1.5 billion of long-term revolving credit facilities
with maturities through October 1998, $500.0 million of short-
term revolving credit facilities maturing October 1994, and
uncompensated bankers' acceptance and money market loan
facilities approximating $2.0 billion. Borrowings under the
revolver agreements are at or below prime rate and may be
prepaid without penalty. The Company pays fees for its
revolving credit facilities.

ConAgra finances its short-term needs with bank borrowings,
commercial paper borrowings and bankers' acceptances. The
average consolidated short-term borrowings outstanding under
these facilities for the 1994 fiscal year were $2,489.5
million. This excludes an average of $334.1 million of short-
term borrowings which were classified as long-term throughout
the fiscal year (see Note 8). The highest period-end short-
term indebtedness was $2,822.0 million. Short-term borrowings
were at rates below prime.

8. SENIOR LONG-TERM DEBT, SUBORDINATED DEBT AND LOAN AGREEMENTS

1994 1993

Senior Debt
Commercial paper backed by long-term revolving
credit agreements $ 489.6 $ 320.0
9.75% senior debt due in 1998 300.0 300.0
9.875% senior debt due in 2006 100.0 100.0
7.22% to 9.8% publicly-issued unsecured medium-term notes
due in various amounts in 1996 through 2005 288.5 333.5
9% unsecured note due in 1997 50.0 50.0
9.55% to 9.95% unsecured senior notes due in various
amounts in 1996 through 2010 108.7 116.0
Industrial Development Revenue Bonds (collateralized by
plant and equipment) due various dates through 2015 at
an average rate of 6.83% and 6.74% 44.8 50.3
Miscellaneous unsecured 59.2 123.4
-------- --------
Total senior debt 1,440.8 1,393.2
-------- --------
Subordinated Debt
9.75% subordinated debt due in 2021 400.0 400.0
7.4% subordinated debt due in 2005 300.0 300.0
7.375% subordinated debt due in 2005 50.0 50.0
Geldermann, Inc. subordinated notes due in 1996 16.0 16.0
-------- --------
Total subordinated debt 766.0 766.0
-------- --------
Total long-term debt, excluding current installments $2,206.8 $2,159.2
======== ========

The aggregate minimum principal maturities of the long-term
debt for each of the five fiscal years following May 29, 1994,
are as follows:

1995 $120.7
1996 63.5
1997 148.2
1998 352.5
1999 542.7

Under the long-term credit facility indicated in Note 7, at May
29, 1994, the Company may borrow up to $500 million through
October 14, 1998.

The subordinated notes of Geldermann, Inc., a wholly owned
subsidiary, are placed with banks and are subordinated to the
claims of present and future general creditors. The loans
mature on July 31, 1995, and bear interest on a floating rate
basis (7.313 % at May 29, 1994). This is at a premium over the
one month LIBOR rate. The loan agreements stipulate that these
loans cannot be repaid if such repayment would cause
Geldermann, Inc. not to meet its regulatory capital
requirements. The Company does not guarantee Geldermann, Inc.
borrowings.

The most restrictive note agreements (the revolving credit
facilities and certain privately placed long-term debt) provide
that the lenders may require the Company to repay the debt if
(based on terms as defined in the agreements) Consolidated
Funded Debt exceeds 60% of Consolidated Capital Base or if
Fixed Charges coverage is less than 1.75 to 1.0.

Net interest expense consists of:

1994 1993 1992

Long-term debt $209.8 $221.6 $238.3
Short-term debt 77.3 58.6 71.1
Finance expense 2.3 2.4 2.6
Noncurrent liabilities - - 44.1
Interest income (33.5) (21.9) (33.7)
Interest capitalized (1.7) (2.3) (4.9)
------ ------ ------
Total net interest expense $254.2 $258.4 $317.5

Included above is short-term interest expense of financial
businesses of $13.7 million, $10.2 million and $13.0 million in
fiscal 1994, 1993 and 1992, respectively.

Short-term debt interest expense of $12.7 million, $14.6
million, and $17.1 million in fiscal 1994, 1993, and 1992,
respectively, incurred to finance hedged inventories, has been
charged to cost of goods sold.

Net interest paid was $242.1 million, $239.3 million, and
$269.7 million in fiscal 1994, 1993, and 1992, respectively.

The carrying amount of long-term debt (including current
installments) was $2,327.5 million as of May 29, 1994. Based
on current market rates primarily provided by outside
investment bankers, the fair value of this debt was estimated
at $2,431.3 million. The Company's long-term debt is
generally not callable until maturity.

9. OTHER NONCURRENT LIABILITIES

Other noncurrent liabilities consist of estimated liabilities
of Beatrice Company (acquired in fiscal 1991), estimated
postretirement health care and pension benefits, and deferred
income tax credits, as follows:

1994 1993

Income taxes and interest thereon $ 519.2 $ 532.0
Postretirement health care and pensions 468.6 445.8
Other (includes $57.9 deferred income tax credits in 1994) 266.9 225.7
-------- --------
1,254.7 1,203.5
Less estimated current portion 175.0 57.0
-------- --------
$1,079.7 $1,146.5
======== ========

In fiscal 1992 and 1993, the Company made cash payments to the
Internal Revenue Service relating to certain of the disputed
income tax liabilities of the Beatrice Companies. These cash
payments, which aggregated $139 million in fiscal 1993 and $150
million in fiscal 1992, are recoverable to the extent that the
Company is successful in resolving the disputed issues for an
amount less than paid (see Note 16). The payments were made to
mitigate future interest expense associated with the disputed
income taxes, and have been netted against the related
noncurrent liabilities.

10. PREFERRED SECURITIES OF SUBSIDIARY COMPANY

In April 1994, ConAgra Capital, L.C., an indirectly wholly
owned finance subsidiary of ConAgra, Inc., issued 4.0 million
9% Series A Cumulative Preferred Securities (Class A
Securities) at a price of $25 per security. Subsequent to year
end, during June 1994, ConAgra Capital, L.C., issued 7.0
million Series B Adjustable Rate Cumulative Preferred
Securities (Class B Securities) at a price of $25 per security.
ConAgra Capital, L.C. loaned the net proceeds to ConAgra, Inc.
to be used for general corporate purposes.

Dividends on the Class A Securities at the rate of 9% per annum
are payable monthly commencing May 31, 1994. Dividends on the
Class B Securities are payable monthly commencing on June 30,
1994 at a rate per annum which is adjusted quarterly to 95% of
the highest of three U.S. Treasury security indices. The
dividend rate on the Class B Securities has a floor of 5.0% and
a ceiling of 10.5% per annum and was established pursuant to
the formula at 7.06% for the quarterly period ending August 31,
1994.

The Class A Securities and Class B Securities are guaranteed on
a limited basis by ConAgra, Inc. and, in certain limited
circumstances, are exchangeable for debt securities of ConAgra,
Inc. The Class A and Class B Securities are redeemable at the
option of ConAgra Capital, L.C. (with ConAgra, Inc.'s consent)
in whole or in part, on or after May 31, 1999 with respect to
Class A Securities and June 30, 1999 with respect to Class B
Securities, at $25 per security plus accumulated and unpaid
dividends to the date fixed for redemption.

11. PREFERRED SHARES SUBJECT TO MANDATORY REDEMPTION

1994 1993

Outstanding - Class D:
$2.50 cumulative convertible, outstanding 27,974 shares
in 1994 and 41,724 shares in 1993 $0.7 $1.0

Outstanding - Class E, Series 1:
$25 cumulative convertible, outstanding 14,195,495 shares
in both years 354.9 354.9

The Class E $25 cumulative convertible preferred stock has a
dividend rate of $1.6875 per share, is convertible into ConAgra
common stock at the rate of 1.017728 shares of common stock for
each share of preferred, is entitled to .17 votes per share
voting as a single class with the common stock, is initially
callable on August 14, 1995, at $25.48 per share, and is
subject to mandatory redemption on August 14, 2002.

At May 29, 1994, 193,960 and 14,447,150 shares of common stock
were reserved for conversion of Class D and Class E preferred
stock, respectively.

12. CAPITAL STOCK

The Company has authorized shares of preferred stock, all of
which are cumulative and nonparticipating, as follows:

Class B - $50 par value; 150,000 shares
Class C - $100 par value; 250,000 shares
Class D - without par value; 1,100,000 shares
Class E - without par value; 16,550,000 shares

Effective May 14, 1992, 14,195,495 shares of ConAgra $25 Class
E cumulative convertible preferred stock were issued in
exchange for 141,955 shares of $2500 Class E preferred stock
issued in August 1990 in conjunction with the acquisition of
Beatrice Company and in keeping with a June 1990 agreement with
certain of its former stockholders.

Each class of preferred stock is prohibited from having a
priority over all previously issued classes of preferred stock
as designated by alphabetical class.

Effective December 2, 1991, the Company issued 75,299,377
shares of common stock including 61,829 shares added to
treasury stock, in connection with a three-for-two stock split.
All references in the financial statements with regard to
number of shares of common stock and related dividends and per
share amounts have been restated to reflect this stock split.

Employee Equity Fund

On August 6, 1992, the Company established a $700 million
Employee Equity Fund (EEF), a newly formed grantor trust, to
pre-fund future stock-related obligations of the Company's
compensation and benefit plans. The EEF supports existing,
previously approved employee plans which use ConAgra common
stock and does not change those plans or the amounts of stock
expected to be issued for those plans.

ConAgra funded the EEF with $700 million (at cost) of ConAgra
common stock sold to the EEF. Half of this stock ($350 million
for 12,533,572 shares) was newly issued by ConAgra. ConAgra
purchased the other half ($350 million for 11,517,397 shares)
in the open market with the proceeds from a $350 million
subordinated debt offering.

The EEF has delivered a promissory note to ConAgra. The
principal amount of the note is the amount of the purchase
price of the shares of ConAgra Common Stock sold to the EEF.
Amounts owed by the EEF to ConAgra will be repaid by cash
received by the EEF or will be forgiven by ConAgra, which will
result in the EEF releasing shares to satisfy ConAgra
obligations for stock compensation.

For financial reporting purposes the EEF is consolidated with
ConAgra. The fair market value of the shares held by the EEF
is shown as a reduction to common stockholders' equity in the
Company's consolidated balance sheets. All dividends and
interest transactions between the EEF and ConAgra are
eliminated. Differences between cost and fair value of shares
held and/or released are included in consolidated additional
paid-in capital. Following is a summary of shares held by the
EEF:

1994 1993

Shares held 22,286,481 23,889,777
Cost - per share $ 29.105 $ 29.105
Cost - total $648.6 $695.3

Fair market value - per share $ 28.500 $ 25.125
Fair market value - total $635.2 $600.2

13. STOCK OPTIONS AND RIGHTS

Stock option plans approved by the stockholders provide for
granting of options to employees for purchase of stock
generally at prices equal to fair market value at the time of
grant, and for issuance of restricted or bonus stock without
direct cost or at reduced cost to the employee. During fiscal
1994, 1993 and 1992, 20,000 shares, 155,000 shares and 76,000
shares of restricted stock were issued, respectively. The
value of the restricted and bonus stock, equal to fair market
value at the time of grant, is being amortized as compensation
expense or will be paid by a reduction in current and future
incentive compensation liabilities to the employee. This
compensation expense for fiscal 1994, 1993 and 1992 was $.7
million, $.6 million and $1.5 million, respectively. For the
most part, options granted are exercisable in five equal annual
installments and expire ten years after date of grant. For
participants under the long-term senior management incentive
plan, options are exercisable under various vesting schedules.
Option shares and prices are adjusted for common stock splits
and changes in capitalization.

The changes in the outstanding stock options during the three
years ended May 29, 1994 are summarized below:

Option Price
Shares Per Share-Range

Balance at May 26, 1991 8.3 $3.19 - $29.83

Granted or assumed 3.4 1.37 - 32.00
Exercised (1.9) 1.37 - 30.83
Canceled (0.2) 5.56 - 30.83
----
Balance at May 31, 1992 9.6 1.37 - 32.00

Granted 2.3 25.25 - 32.63
Exercised (1.7) 1.37 - 30.83
Canceled (0.1) 13.78 - 30.83
----
Balance at May 30, 1993 10.1 2.94 - 32.63

Granted 2.7 25.25 - 26.50
Exercised (1.0) 2.94 - 25.38
Canceled (0.1) 17.33 - 30.83
----
Balance at May 29, 1994 11.7 $5.56 - $32.63
====
Exercisable at May 29,1994 6.9
====

At May 29, 1994, 2,848,308 shares were reserved for granting
additional options and restricted or bonus stock awards.

At May 29, 1994, .5 million shares were reserved for exercise
of an outstanding common stock purchase warrant at $40.32 per
share.

Each share of common stock carries with it a Right which
entitles the holder thereof until the earlier of July 24, 1996,
or the redemption of the Rights, to buy one share of common
stock at an exercise price of $44.45. The Rights will be
represented by the common stock certificates and will not be
exercisable or transferable apart from the common stock until
the earlier of ten days after announcement that a person or
group (Acquiring Person) has acquired beneficial ownership of
20 percent or more of the Company's common stock or ten days
after a person commences, or announces an intention to
commence, an offer for 30 percent or more of the Company's
common stock. In the event that (i) any person or group
becomes an Acquiring Person, or (ii) the Company is acquired in
a merger or other business combination transaction or 50% or
more of the Company's assets or earning power is sold, each
holder of a Right (other than the Acquiring Person) will
thereafter have the right to receive, upon exercise, shares of
common stock (of the Company under (i) and of the acquiring
company under (ii)) having a value of twice the exercise price
of the Right. The Company may redeem the Rights at $.0111 per
Right at any time before a person becomes an Acquiring Person.

At May 29, 1994, 248,195,107 shares of common stock were
reserved for exercise of the Rights.

14. INCOME TAXES

The provision for income taxes includes the following:

1994 1993 1992

Current:
Federal $222.3 $123.4 $134.2
State 43.9 27.4 34.2
Foreign 16.2 10.1 17.4
------ ------ ------
282.4 160.9 185.8
Deferred: ------ ------ ------
Federal 0.4 4.3 24.6
State 0.1 0.5 2.9
Foreign - - 2.0
------ ------ ------
0.5 4.8 29.5
------ ------ ------
$282.9 $165.7 $215.3
====== ====== ======

Income tax expense before cumulative
effect of accounting change $282.9 $239.9 $215.3
Income tax benefit from accounting change - (74.2) -
------ ------ ------
$282.9 $165.7 $215.3
====== ====== ======

Income taxes computed by applying statutory rates to income
before income taxes are reconciled to the provision for income
taxes set forth in the consolidated financial statements as
follows:

1994 1993 1992

Computed U.S. Federal income taxes $252.0 $148.2 $199.8
State income taxes, net of Federal tax 28.5 18.0 22.6
benefit
Nondeductible amortization of goodwill and other
intangibles 26.1 25.3 25.1
Export and jobs tax credits (14.1) (10.9) (16.8)
Equity in earnings of affiliates (2.2) (7.4) (5.7)
Other (7.4) (7.5) (9.7)
------ ------ ------
Income taxes provided $282.9 $165.7 $215.3
====== ====== ======

The tax effect of temporary differences and carryforwards that
give rise to significant portions of deferred tax assets and
liabilities consist of the following:

1994 1993
---------------------- ----------------------
Assets Liabilities Assets Liabilities

Depreciation and amortization $ - $291.9 $ - $278.2
Nonpension postretirement
benefits 166.1 - 154.0 -
Other noncurrent liabilities
which will give rise to
future tax deductions 292.1 - 306.6 -
Tax benefits of acquired
companies 17.8 - 60.5 -
Deferred state taxes 45.3 - 41.4 -
Accrued expenses 40.5 - 41.2 -
Others 64.0 88.6 67.4 99.2
Valuation allowance (230.5) - (229.4) -
------ ------ ------ ------
$395.3 $380.5 $441.7 $377.4
====== ====== ====== ======

Deferred tax assets have been reduced by a valuation allowance
as realization of some portion of these future tax benefits is
subject to significant uncertainties. Favorable resolution of
these uncertainties would result in a reduction in the
valuation allowance which would principally reduce goodwill.

Income taxes paid were $203.9 million, $194.3 million, and
$151.6 million in fiscal 1994, 1993, and 1992, respectively.

15. COMMITMENTS

Certain facilities and transportation equipment are leased
under agreements expiring at various dates during the next
fourteen years. Management expects that in the normal course of
business, leases that expire will be renewed or replaced by
other leases. Substantially all leases require payment of
property taxes, insurance, and maintenance costs in addition to
rental payments.

A summary of rent expense charged to operations follows:

1994 1993 1992

Cancelable $101.8 $103.7 $ 99.3
Noncancelable 130.0 128.7 126.7
------ ------ ------
$231.8 $232.4 $226.0
====== ====== ======

A summary of noncancelable operating lease commitments for
fiscal years following May 29, 1994 are as follows:

Type of Property
Fiscal Years Real and Transportation
Ending in Other Property Equipment

1995 $89.8 $ 31.6
1996 74.8 27.1
1997 63.0 22.1
1998 50.4 18.2
1999 39.5 17.5
Later Years 133.3 22.1

In connection with its trading activities, the Company had
letters of credit and performance bonds outstanding at May 29,
1994, aggregating approximately $581.9 million.

16. CONTINGENCIES

With respect to operations of the Company excluding the
transaction discussed below, there was no litigation at May 29,
1994 which, in the opinion of management, would have a material
adverse effect on the financial position of the Company.

On August 14, 1990, ConAgra acquired Beatrice Company. The
Beatrice businesses and its former subsidiaries (Subsidiaries)
are engaged in various litigation proceedings incident to their
respective businesses and in various environmental and other
matters. Beatrice and various of its Subsidiaries have agreed
to indemnify divested businesses or the purchasers thereof for
various legal proceedings and tax matters. The federal income
tax returns of Beatrice and its predecessors for the fiscal
years ended 1985 through 1987 have been audited by the Internal
Revenue Service and a report has been issued. The findings
contained in the examining agent's report have been timely
protested and negotiations with the Appellate Division of the
Internal Revenue Service are underway in an attempt to resolve
disputed items. Disputed items being negotiated with the
Appellate Division of the Internal Revenue Service include
proposed deficiencies relating to previously filed carryback
claims to fiscal years ended prior to 1985 (principally fiscal
years ended 1982 through 1984). Additionally, the federal
income tax returns of Beatrice and its consolidated
Subsidiaries for the fiscal years ended 1988 and 1989, have
been audited by the Internal Revenue Service and a report has
been issued. Management intends to protest the unagreed
findings of the examining agent's report and to negotiate
disputed items with the Appellate Division of the Internal
Revenue Service. Various state tax authorities are also
examining tax returns of Beatrice and its predecessors for
prior taxable years, including, in the case of one state, years
back to fiscal 1978. It is expected that additional claims
will be asserted for additional taxes. It is not possible at
this time to determine the ultimate liabilities that may arise
from these matters which at any given point in time will be at
various stages of administrative and legal proceedings and will
aggregate hundreds of millions of dollars. Substantial
reserves for these matters have been established and are
reflected as liabilities on the Subsidiaries' balance sheets.
The liabilities include accrued interest on the tax claims.
After taking into account liabilities that have been recorded
and payments made, management is of the opinion that the
disposition of the above matters will not have a material
adverse effect on ConAgra's financial condition, results of
operations or liquidity.

17. PENSION AND POSTRETIREMENT BENEFITS

Retirement Pension Plans

The Company and its subsidiaries have defined benefit
retirement plans (Plan) for eligible salaried and hourly
employees. Benefits are based on years of credited service and
average compensation or stated amounts for each year of
service.

Consolidated pension costs consisted of the following:
<TABLE>
<CAPTION>
1994 1993 1992
Plan Accumulated Plan Accumulated Plan Accumulated
Assets Benefits Assets Benefits Assets Benefits
Exceed Exceed Exceed Exceed Exceed Exceed
Accumulated Plan Accumulated Plan Accumulated Plan
Benefits Assets Benefits Assets Benefits Assets
<S> <C> <C> <C> <C> <C> <C>
Service cost $26.2 $4.0 $29.0 $1.9 $28.2 $1.7
Interest cost 58.0 12.5 56.5 8.4 48.3 12.1
Actual return on plan assets (79.3) (14.5) (66.5) (4.7) (98.8) (10.2)
Net amortization and
deferral 14.7 5.2 0.4 (0.6) 44.1 0.5
----- ---- ----- ---- ----- -----
Net pension costs $19.6 $7.2 $19.4 $5.0 $21.8 $ 4.1
===== ==== ===== ==== ===== =====
<FN>
The funded status of the plans at February 28, 1994 and
February 28, 1993, dates of the most recent actuarial report,
was as follows:
<CAPTION>
1994 1993
--------------------------- --------------------------
Plan Accumulated Plan Accumulated
Assets Benefits Assets Benefits
Exceed Exceed Exceed Exceed
Accumulated Plan Accumulated Plan
Benefits Assets Benefits Assets
<S> <C> <C> <C> <C>
Plan assets at fair value $791.9 $136.9 $807.5 $75.5
------ ------ ------ -----
Projected benefit obligation:
Actuarial present value of vested benefits 648.4 166.6 613.5 99.4
Actuarial present value of nonvested benefits 40.1 7.5 22.0 3.2
------ ------ ------ -----
688.5 174.1 635.5 102.6
Additional obligation of projected
compensation increases 106.1 8.3 115.3 2.5
------ ------- ------ -------
794.6 182.4 750.8 105.1
Plan assets in excess of (less than) ------ ------- ------ -------
projected benefit obligations $ (2.7) $ (45.5) $ 56.7 $ (29.6)
====== ======= ====== =======
Consisting of:
Unrecognized transition asset $ 20.7 $ 2.5 $ 26.4 $ (0.4)
Unrecognized prior service cost (1.0) (19.9) (13.3) (7.0)
Unrecognized net gain (loss) 34.0 (13.5) 80.2 (3.0)
Adjustment to recognize minimum liability - 23.9 - 10.1
Accrued pension cost on consolidated
balance sheet (56.4) (38.5) (36.6) (29.3)
------ ------- ------ -------
$ (2.7) $ (45.5) $ 56.7 $ (29.6)
====== ======= ====== =======
</TABLE>
During fiscal 1993, a plan having a fiscal 1992 accumulated
benefit obligation of $67.6 million and assets of $64.4 million
was merged into a plan in which plan assets exceeded
accumulated benefits by $135.5 million after the merger.

Plan assets are primarily invested in equity securities,
corporate and government debt securities and common trust
funds. Included in plan assets are 2,540,171 shares of the
Company's common stock at a fair market value of $69.5 million
at February 28, 1994.

The actuarial projected benefit obligation was determined using
an assumed discount rate of 7.5% (8.5% in fiscal 1993 and 1992,
9.0% with respect to Beatrice in fiscal 1992) and long-term
rate of compensation increases of 5.5% (5.5% to 6.0% in fiscal
1993 and 1992). Pension costs were determined using a long-
term rate of return of 9.0% (9.5% with respect to Beatrice in
fiscal 1993 and 1992).

The Company and its subsidiaries are also participants in multi-
employer pension plans covering certain hourly employees.
Costs associated with these plans for fiscal 1994, 1993 and
1992 were $7.5 million, $7.2 million and $6.9 million,
respectively.

Postretirement Benefits

The Company's postretirement plans provide certain medical and
dental benefits to qualifying U.S. employees. In the fourth
quarter of fiscal 1993, the Company adopted, effective June 1,
1992, the provisions of Statement of Financial Accounting
Standards No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions. This statement requires that
costs of postretirement benefits, primarily health care
benefits, be accrued during an employee's active working
career. Prior to adoption of this statement, benefits were
principally expensed as incurred; however, the Company provided
for a portion of the postretirement liability as part of the
cost of acquisitions.

Upon adoption, the Company recorded the discounted value of
expected future benefits attributed to employees' service
rendered prior to fiscal 1993 as a cumulative effect of
accounting change. This one-time, non-cash accounting change
was net of accruals previously established and resulted in a
charge to earnings of $195.4 million before taxes, $121.2
million after taxes, or $.52 per share. First quarter fiscal
1993 results and earnings per share have been retroactively
restated to reflect the adoption of this accounting change.
The adoption of this new accounting standard also had the
effect of increasing fiscal 1993 postretirement benefit expense
by $15.5 million before taxes, $9.6 million after taxes, or
$.04 per share. Quarterly results have been restated to
reflect this $.01 per share, per quarter, effect.

Net postretirement benefit cost includes the following
components:

1994 1993

Service cost $ 4.5 $ 4.0
Interest cost on accumulated
postretirement
benefit obligation 30.4 30.4
Return on plan assets (0.9) (0.9)
Net amortization and deferral (0.2) -
----- -----
Net postretirement benefit cost $33.8 $33.5
===== =====

Benefit costs were generally estimated assuming retiree health
care costs would initially increase at a 13%-14% annual rate
for all active and most retired participants. The rates
decrease gradually to a 6% annual growth rate after eleven
years and remain at a 6% annual growth rate thereafter. For
Beatrice retirees, the initial health care cost trend rate
assumption is 7% decreasing to the ultimate rate of 5% in three
years. A 1% increase in these annual trend rates would have
increased the accumulated postretirement benefit obligation at
May 30, 1994 by $41.6 million with a corresponding effect on
the fiscal 1994 postretirement benefit expense of $4.0 million.
The discount rate used to estimate the accumulated
postretirement benefit obligation was 7.0% (8.0% in fiscal
1993). Plan assets of $6.3 million consist of guaranteed
investment contracts earning a 13.7% annual rate of return;
however, the Company intends to principally fund claims as
reported.

The accumulated postretirement benefit obligation at February
28, 1994 and 1993 consisted of the following components:
1994 1993

Retirees and dependents $358.7 $339.9
Fully eligible active plan participants 35.4 20.8
Other active plan participants 53.5 39.6
------ ------
Total accumulated postretirement benefit obligation 447.6 400.3

Plan assets at fair value (6.3) (6.4)
Unrecognized prior service cost 2.5 -
Unrecognized net loss (50.8) -
------ ------
Accrued postretirement benefit obligation $393.0 $393.9
====== ======

18. BUSINESS SEGMENTS

The Company has three business segments with operations
principally limited to the United States. Intersegment sales
have been recorded at amounts approximating market. Operating
profit for each of the segments is based on net sales less all
identifiable operating expenses and includes the related equity
in earnings of companies included on the basis of the equity
method of accounting. General corporate expense, interest
expense (except financial businesses), and income taxes have
been excluded from segment operations. All assets other than
cash (except financial businesses) and those assets related to
the corporate office have been identified with the segments.
For financial businesses (which are not material), operating
profit includes the effect of interest, which is a large
element of their operating costs.

1994 1993 1992
Sales to unaffiliated customers
Agri-Products $ 2,966.8 $ 2,666.3 $ 2,736.0
Trading and Processing 2,426.2 2,353.9 2,281.7
Prepared Foods 18,119.2 16,498.9 16,201.3
-------- -------- --------
Total $23,512.2 $21,519.1 $21,219.0
========= ========= =========

Intersegment sales
Agri-Products $ 19.0 $ 19.4 $ 11.9
Trading and Processing 126.6 142.0 131.5
Prepared Foods 22.2 21.0 14.6
167.8 182.4 158.0
Intersegment elimination (167.8) (182.4) (158.0)
--------- -------- ---------

Total $ - $ - $ -
========= ========= =========

Net sales
Agri-Products $ 2,985.8 $ 2,685.7 $ 2,747.9
Trading and Processing 2,552.8 2,495.9 2,413.2
Prepared Foods 18,141.4 16,519.9 16,215.9
Intersegment elimination (167.8) (182.4) (158.0)
--------- --------- ---------
Total $23,512.2 $21,519.1 $21,219.0
========= ========= =========

Operating profit
Agri-Products $ 92.0 $ 93.8 $ 86.8
Trading and Processing 111.5 114.1 143.7
Prepared Foods 863.6 771.4 748.5
-------- -------- --------
Total operating profit 1,067.1 979.3 979.0

General corporate expenses 107.5 101.5 89.3
Interest expense - excluding financial
businesses 239.6 246.4 302.0
-------- -------- --------
Total $ 720.0 $ 631.4 $ 587.7
======== ======== ========

Identifiable assets <PAGE>

Agri-Products $ 857.0 $ 664.8 $ 603.8
Trading and Processing 2,137.6 1,964.3 1,864.6
Prepared Foods 7,437.9 7,018.3 6,845.9
Corporate 289.3 341.3 444.4
--------- -------- --------
Total $10,721.8 $9,988.7 $9,758.7
========= ======== ========

Additions to property, plant, and
equipment - including businesses
acquired
Agri-Products $ 16.0 $ 15.2 $ 16.6
Trading and Processing 99.1 84.1 34.0
Prepared Foods 382.6 292.7 324.1
Corporate 6.4 0.7 4.2
--------- -------- --------
Total $ 504.1 $ 392.7 $ 378.9
========= ======== ========

Depreciation and amortization
Agri-Products $ 14.4 $ 14.0 $ 13.1
Trading and Processing 52.5 35.5 37.8
Prepared Foods 294.6 295.1 266.6
Corporate 6.9 4.1 1.8
--------- -------- --------
Total $ 368.4 $ 348.7 $ 319.3
========= ======== ========

19. QUARTERLY RESULTS (Unaudited)

Stock Dividends
Net Gross Net Income Market Price Declared
Sales Profit Amount Per Share High Low Per Share
Fiscal
1994

First $ 5,687.4 $ 657.7 $ 67.6 $0.27 $26.63 $23.00 $.1550

Second 6,355.1 829.3 134.0 0.56 28.25 23.88 .1800

Third 5,581.3 755.9 103.7 0.43 28.13 24.75 .1800

Fourth 5,888.4 817.1 131.8 0.55 29.38 26.25 .1800
--------- -------- ------ ----- ------ ------ ------
Year $23,512.2 $3,060.0 $437.1 $1.81 $29.38 $23.00 $.6950
========= ======== ====== ===== ====== ====== ======
Fiscal
1993

First $ 5,516.0 $ 661.3 $ 69.7 * $0.27* $29.88 $24.50 $.1350

Second 5,564.4 796.6 127.6 0.52 32.50 28.75 .1550

Third 5,060.4 702.0 91.1 0.37 34.25 25.63 .1550

Fourth 5,378.3 718.8 103.1 0.42 28.50 22.75 .1550
--------- -------- ------ ----- ------ ------ ------
Year $21,519.1 $2,878.7 $391.5 * $1.58* $34.25 $22.75 $.6000
========= ======== ====== ===== ====== ====== ======

* The amounts presented are before a one-time cumulative
effect of change in accounting for nonpension
postretirement benefits. After cumulative effect the
results are:

Net Income (Loss)
Amount Per Share

First Quarter $(51.5) $ (.25)
Year 270.3 1.06

COVER PHOTOS
Front Cover

1. ConAgra Frozen Foods pilot plant, Omaha, Neb.: Clockwise
from top, pilot plant technicians Veronica Chaparro, Michael
Kubica, Roxanne Jessen, pilot plant manager Andy Hampton.

2. Dr. Lillian Kuga, manager, training and development, Hunt-
Wesson, Inc., Fullerton, Calif.

3. Armour Swift-Eckrich plant, St. Charles, Ill.: Dr. J.B.
Weatherspoon (left), vice president of research, analytical
services and quality assurance for Armour Swift-Eckrich, and
Janice Lors, quality assurance inspector.

4. Susan Bolger, vice president of human resources, Arrow
Industries, Carrollton, Tex.

5. Banquet, Patio, Chun King products.

6. Harold Bonekat (left), executive vice president, sales and
marketing, and David Cooper, marketing director, Golden Valley
Microwave Foods, Edina, Minn.

7. Evelyn Schuelzky, sensory technician, ConAgra Frozen Foods,
Omaha, Neb.

8. Clock tower on the campus, ConAgra headquarters, Omaha, Neb.

9. Edgardo Villena, packaging project leader, Hunt-Wesson, Inc.,
Fullerton, Calif.

10. Monfort feedlot riders Alvia Garrison (left) and Colby
Crossett, Greeley, Colo.

11. Healthy Choice products.

12. ConAgra Poultry Company long-term employees, El Dorado,
Ark.: From left, Jerline Hill, union steward, 38 years; Emory
Cheatham, eviscerating manager, 38 years; Kenneth Hicks,
processing manager, 35 years.

13. Hunt's, Orville Redenbacher's, Wesson products.

14. Thomas Jones, Monfort beef production scheduler, Greeley,
Colo.

Back Cover

1. Larry Remington, welder, Arrow Industries, Carrollton, Tex.

2. Butterball, Country Pride chicken products.

3. Armour Swift-Eckrich plant, St. Charles, Ill: Production
team members Emma Smith (left) and Pat Hodges.

4. ACT II products delivery truck, Edina, Minn.

5. ConAgra international products.

6. ConAgra headquarters, Omaha, Neb.: Foreground, executive
secretary Tammi Sukup (left) and graphic designer/typesetter
Colleen Seydlitz; background, Connie Jenkins (left), payroll
coordinator, and Jeff Rix, payroll tax manager.

7. Taste-testing products, ConAgra sensory lab, Omaha, Neb.:
ConAgra Frozen Foods' Valerie Ciciulla (left), secretary, and
Jane Sberal, senior quality assurance technologist.

8. Eckrich, Armour, Hebrew National, Butterball products.

9. Renner Demry, janitor, Golden Valley Microwave Foods, Eden
Prairie, Minn.

10. Best Loaf bread mixes.

11. Mike Wray, special products manager, ConAgra company Midwest
Valley Chemical, Fremont, Neb.

12. Robert Guthrie (left), maintenance mechanic, and Ed Russell,
lead man, maintenance department, Hunt Foods cannery, Fullerton,
Calif.

13. Country General tore, La Vista, Neb.: From left, stock
persons Mark Nolte and Brian Wheeler, assistant manager Dorla
Sellens, store clerk Christine Pleiss.

14. ConAgra, Peavey caps at Peavey elevator, Duluth, Minn.

(Image material omitted)

INVESTOR INFORMATION
CONAGRA STOCK
ConAgra's common stock is listed on the New York Stock
Exchange. Ticker symbol: CAG.
At the end of fiscal 1994, 248.2 million shares of common
stock were outstanding, including 22.3 million shares held in the
company's Employee Equity Fund. There were 32,200 stockholders
of record and an estimated 90,000-plus "street-name" beneficial
holders whose shares are held in names other than their own -- in
brokerage accounts, for example. During fiscal 1994, nearly 89
million shares were traded, a daily average of about 351,000
shares.
ConAgra's $25 Class E preferred stock and the Series A and
Series B preferred securities of ConAgra Capital, L.C. also are
listed on the New York Stock Exchange. Ticker symbols: CAG PrE,
CAG PrA, CAG PrB. For the current dividend rate of ConAgra'
Capital's variable rate preferred securities, call
(800) 840-3404.

COMMON STOCK DIVIDENDS
ConAgra normally pays quarterly common stock dividends on
March 1, June 1, September 1 and December 1. The current annual
dividend rate is 72 cents per share. The company's dividend
objective and results are on page 5 of this report.
ConAgra has paid 74 consecutive quarterly common stock
dividends. The dividend was increased 16 percent beginning with
the December 1, 1993 payment. ConAgra has increased the dividend
14 percent or more every year since 1976.

DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
Stockholders of record are invited to participate in the
Dividend Reinvestment and Voluntary Share Purchase Plan. The
Plan provides a convenient, economic and systematic way to
acquire more shares of ConAgra's common stock. Nearly 40 percent
of ConAgra's stockholders of record participate in the Plan.
The Plan permits stockholders of record to automatically
reinvest common and/or preferred dividends in ConAgra common
stock. Participants also may purchase additional shares through
voluntary cash investments of $25 to $5,000 per calendar quarter.
ConAgra pays all charges and commissions for joining and
participating in the Plan. The IRS requires that fees paid for
stockholders by ConAgra be reported as income to the participant.
Expenses for terminating participation or issuing shares from the
Plan are charged to the participant.
For more information, call ConAgra Shareholder Services, (800)
840-3404, or return the prepaid postcard included with each
quarterly dividend check.

ANNUAL MEETING OF STOCKHOLDERS
We invite stockholders to attend our annual meeting on
Thursday, September 22, 1994 at 2:00 p.m. at the Red Lion Inn,
1616 Dodge Street, Omaha, Nebraska. A reception starts at 1 p.m.
Please note that doors will not open until 12:45 p.m.

NEWS AND PUBLICATIONS
Call ConAgra Investor Information, (800) CAG-0244 for current
company news, including quarterly earnings and common stock
dividends, or to request printed materials such as the Form 10-K
or semi-annual report.
The Form 10-K is an annual filing with the Securities and
Exchange Commission. Stockholders may obtain a copy of ConAgra's
Form 10-K annual report for fiscal 1994 by contacting ConAgra
Corporate Communications or calling (800) CAG-0244.
ConAgra mails semi-annual stockholder reports directly to
stockholders of record. We do not send these reports to street-
name beneficial holders through intermediaries due to added
expense and time delays. Street-name holders who would like to
receive these reports directly from ConAgra may contact ConAgra
Corporate Communications or call (800) CAG-0244.

SHAREHOLDER SERVICES

Stockholders of record who have questions about or need help with
their account may contact ConAgra Shareholder Services,
(800) 840-3404. Call the same number for the current dividend
rate of ConAgra Capital's variable rate preferred securities.

CORPORATE HEADQUARTERS

ConAgra, Inc., One ConAgra Drive, Omaha, NE 68102-5001,
(402) 595-4000.
Corporate Secretary (402) 595-4005.
Corporate Communications (402) 595-4157.
Analyst/Investor Inquiries (402) 595-4154.

TRANSFER AGENT AND REGISTRAR

Chemical Bank, J.A.F. Building, P.O. Box 3068, New York, NY
10116-3068, (800) 840-3404.

(Image material omitted)

Exhibit 21
Subsidiaries of Registrant

ConAgra, Inc. is the parent corporation owning 100% (unless
otherwise noted) of the voting securities of the following
subsidiaries as of May 29, 1994:

Jurisdiction of
Subsidiary Incorporation

Arrow Industries, Inc. Texas

Atwood-Kellogg Company Minnesota

Hunt-Wesson, Inc. (owns 100% of the
voting securities of twenty-three
domestic and four foreign corporations
engaged principally in the production
and marketing of retail, foodservice
and industrial food products.) Delaware

ConAgra Consumer Direct, Inc. Delaware

ConAgra Fertilizer Company (owns 100% of the
voting securities of one domestic and one
foreign corporation engaged in the retail
fertilizer business) Nebraska

ConAgra Foreign Sales Corporation, Inc. Guam

ConAgra International Fertilizer Company Delaware

ConAgra International, Inc. (owns 100% of the
voting securities of fifty foreign and one
domestic corporation engaged principally
in the worldwide commodities trading business
and the processing of beef, wool and malt) Delaware

ConAgra International (Far East) Limited (owns
100% of the voting securities of three foreign
corporations engaged principally in the world-
wide commodities trading business) Hong Kong

ConAgra International, S.A. Spain

ConAgra Pet Products Company Delaware

ConAgra Poultry Company Delaware

Cook Family Foods, Ltd. Pennsylvania

Country Skillet Catfish Company Delaware

CTC North America, Inc. Delaware

Geldermann, Inc. (owns 100% of the voting
securities of four domestic and six
foreign corporations engaged principally
in the financial services business) Illinois

Golden Valley Microwave Foods, Inc. (owns 50%
of Lamb-Weston,Inc.; owns 100% of the voting
securities of a foreign corporation engaged
in the development and marketing of foods
for preparation in microwave ovens) Minnesota

Hanau Meat Co.,Inc. New York

Klein/Berger and Company California

Kurt A. Becher GmbH & Co. KG Germany

Lamb-Weston, Inc. (50% owned by ConAgra, Inc.
and 50% owned by Golden Valley Microwave
Foods, Inc.) (owns 100% of the voting
securities of two foreign and two
domestic corporations engaged in
the frozen potato products business) Delaware

Miller Bros. Company, Inc. Utah

Molinos de Puerto Rico, Inc. Nebraska

Monfort, Inc. (owns 100% of the
voting securities of twelve
domestic corporations engaged
principally in the livestock
feeding and processing business) Delaware

National Foods, Inc. New York

Prairie Bean Company California

Superior Barge Lines Inc. (80% owned) Delaware

To-Ricos, Inc. Nebraska

United Agri Products, Inc. (owns 100%
of the voting securities of
thirty-five domestic and one
foreign corporation engaged
principally in the agricultural
chemicals business) Delaware

United Milling Systems AIS Denmark

UPF, Inc. (owns 100% of the voting
securities of a domestic
corporation engaged in the
private label consumer products
business) Georgia

Woodward & Dickerson (Japan) Ltd. Pennsylvania

The corporations listed above and on the previous pages are
included in the consolidated financial statements, which are a part
of this report.

ConAgra and its subsidiaries account for the following
investments using the equity method of accounting:

Saprogal (100% owned) Spain
Sapropor (95% owned) Portugal
Trident Seafoods Corporation (50% owned) Washington

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in all currently
effective Registration Statements of ConAgra, Inc. on Form S-3
and on Form S-8 (including any Post Effective Amendments
thereto) filed on or before August 25, 1994, of the reports of
Deloitte & Touche dated July 7, 1994, included in and
incorporated by reference in the Annual Report on Form 10-K of
ConAgra, Inc. for the year ended May 29, 1994.

DELOITTE & TOUCHE LLP

Omaha, Nebraska
August 25, 1994

<PAGE>
EXHIBIT 24

POWER OF ATTORNEY

The undersigned Director of ConAgra, Inc., a Delaware
corporation, hereby constitutes and appoints Philip B. Fletcher as
Attorney-in-Fact in his name, place and stead to execute ConAgra's
Annual Report on Form 10-K for the fiscal year ended May 29, 1994,
together with any and all subsequent amendments thereof, in his
capacity as a Director and hereby ratifies all that said Attorney-
in-Fact may do by virtue thereof.