CONAGRA INC /DE/
SC 13G/A, 1994-02-04
MEAT PACKING PLANTS
Previous: COMMONWEALTH EDISON CO, 8-K, 1994-02-04



SCHEDULE 13G
PAGE 1 of 9

Type of Filing: Amendment

Amendment No.:  1

Name of Issuer:  ConAgra, Inc.

Title of Class of Securities:  Class 'E' Cumulative
Convertible Preferred

CUSIP Number:  205887409

Is a fee being paid with this statement:   (  )Yes    (  )No

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SCHEDULE 13G
PAGE 2 of 9
CUSIP No.:   205887409

1)   Name of Reporting Person:  Scudder, Stevens & Clark,
Inc.

1a)  S.S. or I.R.S. Identification No. of above person:  13-
3241232

2)   Check the appropriate box if member of a group: (  )a
(  )b

3)   SEC Use Only:

4)   Citizenship or Place of Organization:  Delaware

Number of shares beneficially owned by each reporting person
with:

5)   Sole Voting Power:  207,200
6)   Shared Voting Power:  356,100
7)   Sole Dispositive Power:  864,700
8)   Shared Dispositive Power:

9)   Aggregate amount beneficially owned by each reporting
person:  864,700

10)  Does aggregate amount (Item #9) exclude certain shares:
(  ) Yes    (  ) No

11)  Percent of Class represented by amount in Item No. 9:
6.1%

12)  Type of Reporting Person:  IA

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SCHEDULE 13G
PAGE 3 of 9
CUSIP No.:   205887409

1)   Name of Reporting Person:  Scudder Stevens & Clark of
Canada Ltd.
Scudder, Stevens & Clark Du Canada Ltee.

1a)  S.S. or I.R.S. Identification No. of Above Person: ADX-
135263

2)   Check the appropriate box if member of a group:  (  )a
(  )b

3)   SEC Use Only:

4)   Citizenship or Place of Organization:  Canada (Federal
Corporation)

Number of shares beneficially owned by each reporting person
with:

5)   Sole Voting Power:
6)   Shared Voting Power:
7)   Sole Dispositive Power:  See Exhibit "1" on page 5
8)   Shared Dispositive Power:

9)   Aggregate amount beneficially owned by each reporting
person:  See Exhibit
"1" on page 5

10)  Does aggregate amount (Item #9) exclude certain shares:
(  )Yes    (  )No

11)  Percent of Class represented by amount in Item No. 9:
See Exhibit "1" on
page 5

12)  Type of Reporting Person:  IA

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SCHEDULE 13G
PAGE 4 of 9
CUSIP No.:   205887409

1)   Name of Reporting Person:  Asia Management Corporation

1a)  S.S. or I.R.S. Identification No. of Above Person:  13-
2781754

2)   Check the appropriate box if member of a group:  (  )a
(  )b

3)   SEC Use Only:

4)   Citizenship or Place of Organization:  Delaware

Number of shares beneficially owned by each reporting person
with:

5)   Sole Voting Power:
6)   Shared Voting Power:
7)   Sole Dispositive Power:  See Exhibit "1" on page 5
8)   Shared Dispositive Power:

9)   Aggregate amount beneficially owned by each reporting
person:  See Exhibit
"1" on page 5

10)  Does aggregate amount (Item #9) exclude certain shares:
(  )Yes    (  )No

11)  Percent of Class represented by amount in Item No. 9:
See Exhibit "1" on
page 5

12)  Type of Reporting Person:  IA

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SCHEDULE 13G
PAGE 5 of 9
CUSIP No.:   205887409

Exhibit "1"

Scudder, Stevens & Clark, Inc., 345 Park Avenue, New York,
New York; Scudder,
Stevens & Clark of Canada Ltd. - Scudder, Stevens & Clark du
Canada Ltee., 220
Bay Street - Suite 802, Toronto, Ontario, Canada; and Asia
Management
Corporation, 345 Park Avenue, New York, New York are all
registered investment
advisers and reporting persons.  Scudder, Stevens & Clark,
Inc. is filing on
behalf of all three entities.

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SCHEDULE 13G
PAGE 6 of 9
CUSIP No.:   205887409

Item 1a) Name of Issuer:  ConAgra, Inc.

Item 1b) Address of Issuer's Principal Executive Offices:
One Conagra Drive, Omaha, Nebraska 68102

Item 2a) Name of Person Filing:  Scudder, Stevens & Clark,
Inc.

Item 2b) Address of Principal Business Office or, in non,
Residence:
345 Park Avenue, New York, New York 10154

Item 2c) Citizenship:  Delaware

Item 2d) Title of Class of Securities:  Class 'E' Cumulative
Convertible Preferred

Item 2e) CUSIP Number:   205887409

Item  3)  If this statement if filed pursuant to Rules 13d-
1(b), or 13d-2(b),
          check whether the person filing is a:

(a) __    Broker of Dealer registered under Section 15 of
the Act
(b) __    Bank as defined in Section 3(a)(6) of the Act
(c) __    Insurance Company as defined in Section 3(a)(19)
of the Act
(d) __    Investment Company registered under Section 8 of
the Investment
          Company Act
(e) XX    Investment Adviser registered under Section 203 of
the Investment
          Advisers Act of 1940
(f) __    Employee Benefit Plan, Pension Fund which is
subject to the provisions
          of the Employee Retirement Income Security Act of
1974 or Endowment
          Fund; see 240.13d-1(b)(1)(ii)(F)
(g)  __   Parent Holding Company, in accordance with 240.13d-
1(b)(1)(ii)(G)
          (Note: See Item 7)
(h)  __   Group, in accordance with 240.13d-1(b)(1)(ii)(H)

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SCHEDULE 13G
PAGE 7 of 9
CUSIP No.:   205887409

Item 4)   OWNERSHIP: If the percent of the class owned, as
of December 31 of the
year covered by the statement, or as of the last day of any
month described in
Rule 13d-1(b)(2), if applicable, exceeds five percent,
provide the following
information as of the date and identify those shares which
there is a right to
acquire.

a)   Amount Beneficially Owned:  864,700
b)   Percent of Class:  6.1%

c)   Number of shares as to which each person has:
     Sole power to vote or to direct the vote:  207,200
     Shared power to vote or to direct the vote:  356,100
     Sole power to dispose or to direct the disposition of:
864,700
     Shared power to dispose or to direct the disposition
of:

Item 5)   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If
this statement is
being filed to report the fact that as of the date hereof
the reporting person
has ceased to be the beneficial owner of more than five
percent of the class of
securities, check (  )Yes    (  )No

Item 6)   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:  If
any other person is known to have the right to receive or
the power to direct
the receipt of dividends from, or the proceeds from the sale
of, such
securities, a statement to the effect should be included in
response to this
item and, if such interest relates to more than five percent
of the class, such
person should be identified.  A listing of the shareholders
of an Investment
Company registered under the Investment Company Act of 1940
or the
beneficiaries of any employee benefit plan, pension fund or
endowment fund is
not required.

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SCHEDULE 13G
PAGE 8 of 9
CUSIP No.:   205887409

Item 7)   IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY
THE PARENT HOLDING COMPANY: If a parent holdingcompany has
filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so
indicate
under Item 3(g) and attach an exhibit stating the identity
and the Item 3
classification of the relevant subsidiary.  If a parent
holding company has
filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the
identification of the relevant subsidiary.

Item 8)   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:  If a group
has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under
Item 3(h) and attach an exhibit stating the identity and
Item 3 classification
of each member of the group.  If a group has filed this
schedule pursuant to
Rule 13d-1(c), attach an exhibit stating the identity of
each member of the
group.

SEE EXHIBIT "1"

Item 9)   NOTICE OF DISSOLUTION OF GROUP:  Notice of
dissolution of a group may
be furnished as an exhibit stating the date of the
dissolution and that all
further filings with respect to transactions in the security
reported on will
be filed, if required, by members of the group, in their
individual capacity.
See Item 5.

Item 10)  CERTIFICATION:  The following certification shall
be included if the
statement is filed pursuant to Rule 13d-1(b):

     By signing below I certify that, to the best of my
knowledge and belief,
the securities referred to above were acquired in the
ordinary course of
business and were not acquired for the purpose of and do not
have the
effect of changing or influencing the control of the issuer
of such
securities and were not acquired in connection with or as a
participant in
any transaction having such purposes or effect.

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SCHEDULE 13G
PAGE 9 of 9
CUSIP No.:   205887409

SIGNATURE:  After reasonable inquiry and to the best of my
knowledge and
belief, I certify that the information set forth in this
statement is true,
complete and correct.

DATE:  February 4, 1994

SIGNATURE:


NAME/TITLE:  David S. Lee, Assistant Secretary

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