Registration No. 333-______
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________________________
CONAGRA, INC.
(Exact Name of Issuer as Specified in its Charter)
Delaware 47-0248710
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
(Address of Principal Executive Offices) (Zip Code)
______________________________________
ConAgra Retirement Income Savings Plan
(Full Title of the Plan)
______________________________________
James P. O'Donnell, Senior Vice President
and Chief Financial Officer
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service: 402-595-4000
CALCULATION OF ADDITIONAL REGISTRATION FEE
====================================================================
Title of Amount to Proposed maxi- Proposed maxi- Amount of
securi- be regis- mum offering mum aggregate registra-
ties to be tered price per offering price tion fee
registered share (2) (2)
___________________________________________________________________
Common 7,000,000 $49.94 $349,580,000 $105,935
Stock
1 In addition, pursuant to Rule 416(c), this Registration State-
ment covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.
2 Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) on the basis of the
average of the high and low sales prices as reported in the
consolidated reporting system on December 6, 1996.
<PAGE>
ConAgra, Inc. ("ConAgra") has previously filed several
registration statements, including Registration Nos. 2-81244,
2-96891, 33-15815, 33-28079, 33-48295 and 33-50113 (collectively
the "Prior Registrations"), registering interests in the ConAgra
Retirement Income Savings Plan (the "Plan") and shares of ConAgra
common stock issuable under the Plan. ConAgra has previously
registered 10,000,000 shares of ConAgra common stock in connection
with the Plan. This Registration Statement registers an additional
7,000,000 shares of ConAgra common stock issuable under the Plan,
together with an indeterminate amount of interests to be offered or
sold pursuant to the Plan. Pursuant to Instruction E of Form S-8,
the contents of the Prior Registrations are hereby incorporated by
reference in this Registration Statement.
INDEX TO EXHIBITS
Exhibit No. Page
23 - Consent of Deloitte & Touche LLP.......
24 - Powers of Attorney.....................
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
the registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8, and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Omaha, and the State of Nebraska, on this 9th day of December,
1996.
CONAGRA, INC.
/s/ P. B. Fletcher
_________________________
P. B. Fletcher
Chairman of the Board and
Chief Executive Officer
__________________________________
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on the 9th day
of December, 1996 by the following persons in the capacities
indicated.
Signature Title
/s/ P. B. Fletcher Chairman of the Board and
___________________________ Chief Executive Officer
P. B. FLETCHER
/s/ James P. O'Donnell Senior Vice President and
___________________________ Chief Financial Officer
JAMES P. O'DONNELL
/s/ Kenneth Difonzo Vice President/Controller
___________________________
KENNETH DIFONZO
C. M. Harper* Director
Robert A. Krane* Director
Gerald Rauenhorst* Director
Carl E. Reichardt* Director
Bruce C. Rohde Director
Ronald W. Roskens* Director
Marjorie M. Scardino* Director
Walter Scott, Jr.* Director
William G. Stocks* Director
Jane J. Thompson* Director
Frederick B. Wells* Director
Thomas R. Williams* Director
Clayton K. Yeutter* Director
* This Registration Statement has been signed by the
undersigned as attorney-in-fact on behalf of each person so
indicated pursuant to a power of attorney duly executed by
each such person.
/s/ P. B. Fletcher
__________________________
P. B. FLETCHER
Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the undersigned who administers the employee benefit plan has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Omaha,
State of Nebraska, on December 9, 1996.
ConAgra Retirement Income Savings Plan
/s/ Gerald B. Vernon
By:_____________________________________
GERALD B. VERNON
Chairman, Benefits Committee
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of ConAgra, Inc. on Form S-8 of our reports dated
July 12, 1996, appearing in and incorporated by reference in the
Annual Report on Form 10-K of ConAgra, Inc. for the year ended
May 26, 1996.
We also consent to the incorporation by reference in this
Registration Statement of ConAgra, Inc. on Form S-8 of our report
dated May 24, 1996, appearing in the Annual Report on Form 11-K
of the ConAgra Retirement income Savings Plan for the year ended
December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
December 9, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 9th day of December, 1996.
/s/ C. M. Harper
___________________________
C. M. HARPER, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 9th day of December, 1996.
/s/ Robert A. Krane
_____________________________
ROBERT A. KRANE, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 9th day of December, 1996.
/s/ Gerald Rauenhorst
____________________________
GERALD RAUENHORST, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 9th day of December, 1996.
/s/ Carl E. Reichardt
___________________________
CARL E. REICHARDT, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 9th day of December, 1996.
/s/ Ronald W. Roskens
____________________________
RONALD W. ROSKENS, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 9th day of December, 1996.
/s/ Marjorie M. Scardino
______________________________
MARJORIE M. SCARDINO, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 9th day of December, 1996.
/s/ Walter Scott, Jr.
______________________________
WALTER SCOTT, JR., Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 9th day of December, 1996.
/s/ William G. Stocks
__________________________
WILLIAM G. STOCKS, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 9th day of December, 1996.
/s/ Jane J. Thompson
______________________________
JANE J. THOMPSON, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 9th day of December, 1996.
/s/ Frederick B. Wells
___________________________
FREDERICK B. WELLS, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 5th day of December, 1996.
/s/ Thomas R. Williams
______________________________
THOMAS R. WILLIAMS, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher his true and lawful
attorney-in-fact and agent, with full power to act for him and
in his name, place and stead, in any and all capacities, to do
any and all acts and things and execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933,
as amended, and any rules regulations and requirements of the
Securities Exchange Commission in respect thereof, in connection
with the registration under said Act of shares of common stock
of this Corporation, which may be offered for sale or sold under
any and all employee benefit plans of this Corporation qualified
under Section 401 of the Internal Revenue Code, together with
interests in such employee benefit plans, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of ConAgra, Inc.
and the name of the undersigned Director to the registration
statement, any amendments thereto, and to any instruments and
documents filed as part of or in connection with said
registration statement or amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed
this power of attorney this 5th day of December, 1996.
/s/ Clayton K. Yeutter
____________________________
CLAYTON K. YEUTTER, Director
