As filed with the Securities and Exchange Commission on March 21, 1996
Registration Statement No. 33-63328
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Post-Effective
Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________
CONAGRA, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-0248710
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
One ConAgra Drive
Omaha, Nebraska 68102-5001
(402) 595-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
James P. O'Donnell
Senior Vice President and Chief Financial Officer
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
(402) 595-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
______________________
Copies to:
David L. Hefflinger
McGrath, North, Mullin & Kratz, P.C.
Suite 1400
One Central Park Plaza
Omaha, NE 68102
______________________
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
/____/
If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
<PAGE>
ConAgra, Inc. herewith removes from registration by means of this Post-
Effective Amendment to Registration Statement on Form S-3 (No. 33-63328) the
shares of ConAgra common stock, par value $5.00, owned by certain stockholders
of ConAgra which remain unsold and subject to the Registration Statement, and
the registration and offering of such shares pursuant to the Registration
Statement is herewith terminated. The shares of ConAgra common stock were
issued to such stockholders in connection with ConAgra's acquisition of
National Foods, Inc. and UPF, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, ConAgra, Inc., a Delaware corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and 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 the 21st day of March, 1996.
CONAGRA, INC.
/s/ Philip B. Fletcher
By:____________________________
Philip B. Fletcher
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this Post-
Effective Amendment to Registration Statement has been signed below by the
following persons in the capacities indicated on the 21st day of March, 1996.
SIGNATURE TITLE
/s/ Philip B. Fletcher
__________________________________ Chief Executive Officer
Philip B. Fletcher
/s/ James P. O'Donnell
__________________________________ Senior Vice President
James P. O'Donnell and Chief Financial Officer
/s/ Kenneth DiFonzo
__________________________________ Vice President and Controller
Kenneth DiFonzo (Principal Accounting Officer)
C. M. Harper* Director
Robert A. Krane* Director
Gerald Rauenhorst* Director
Carl E. Reichardt* 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
* Philip B. Fletcher, by signing his name hereto, signs the Post-Effective
Amendment to Registration Statement on behalf of each of the persons
indicated. A Power-of-Attorney authorizing Philip B. Fletcher to sign
this Registration Statement on behalf of each of the indicated Directors
of ConAgra, Inc. has been previously filed.
/s/ Philip B. Fletcher
By:________________________________
Philip B. Fletcher
Attorney-in-Fact
