Registration No. 33-______
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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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
(Address of Principal Executive Offices) (Zip Code)
__________________________
DCV 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
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Title of Amount to Proposed maxi- Proposed maxi- Amount of
securities be regis- mum offering mum aggregate registra-
to be tered price per offering price* tion fee
registered share*
_________________________________________________________________________
__
Common
Stock 50,000 shares $46.44 $2,322,000 $801.00
In addition, pursuant to Rule 416(c), this Registration Statement covers
an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein.
* 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 February 14, 1996.
The contents of Registration Statement on Form S-8, File No.
33-50649, filed on October 15, 1993 on behalf of Conagra, Inc.
relating to shares of ConAgra Common Stock issuable pursuant to a
401(k) plan administered by an entity in which ConAgra holds an
equity interest, are incorporated herein by reference (including
exhibits and undertakings).
PART II
Item 8. EXHIBITS
23 - Consent of Deloitte & Touche
24 - Powers of Attorney for directors of the Company*
*Previously filed with Registration Statement on
Form S-8, File No. 33-50649.
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 16th day of
February, 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 16th day
of February, 1996 by the following persons in the capacities
indicated.
Signature Title
/s/ P. B. Fletcher
____________________________ Chairman of the Board and
P. B. Fletcher Chief Executive Officer
(Principal Executive Officer)
/s/ J. P. O'Donnell
____________________________ Senior Vice President and
J. P. O'Donnell Chief Financial Officer
(Principal Financial Officer)
/s/ Kenneth W. DiFonzo
____________________________ Vice President and
Kenneth W. DiFonzo Controller (Principal
Accounting Officer)
-2-
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
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 and previously filed as an exhibit to Registration
Statement on Form S-8, File No. 33-50649.
/s/ P. B. Fletcher
____________________________
P. B. FLETCHER
Attorney-in-Fact
-3-
Pursuant to the requirements of the Securities Act of 1933,
the Plan 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 16th day of
February, 1996.
DCV Retirement Income Savings Plan
By /s/ Ricky L. Stejskal
________________________________
RICKY L. STEJSKAL
VICE PRESIDENT-TREASURER
DC VISION, INC.
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EXHIBIT 23
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of ConAgra, Inc. on Form S-8 of our reports dated
July 28, 1995 appearing in and incorporated by reference in the
Annual Report on Form 10-K of ConAgra, Inc. for the year ended
May 28, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
February 12, 1996
