CONAGRA INC /DE/, 10-K405, 1999-08-25

CONAGRA INC /DE/
10-K405, 1999-08-25
MEAT PACKING PLANTS

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 30, 1999
------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

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
Title of Each Class on Which Registered
- ----------------------------- -----------------------
Common Stock, $5.00 par value New York Stock Exchange

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. X
-----

At July 30, 1999, 492,366,644 common shares were outstanding. The aggregate
market value of the voting common stock of ConAgra, Inc. held by non-affiliates
on July 30, 1999, was approximately $12.6 billion.

Documents incorporated by reference are listed on page 2.

<PAGE>

Documents Incorporated by Reference

1. Portions of Registrant's Annual Report to Stockholders for the fiscal
year ended May 30, 1999 are incorporated into Part I, Item 1; Part II,
Items 5, 6, 7, 7A and 8; and Part IV, Item 14.

2. Portions of the Registrant's definitive Proxy Statement filed for
Registrant's 1999 Annual Meeting of Stockholders are incorporated into
Part III.

<PAGE>

PART I

This 10-K report contains certain forward-looking statements, including such
statements in the documents incorporated herein by reference. The statements
reflect management's current views and estimates of future economic
circumstances, industry conditions, company performance and financial results.
The statements are based on many assumptions and factors including availability
and prices of raw materials, product pricing, competitive environment and
related market conditions, operating efficiencies, access to capital and actions
of governments. Any changes in such assumptions or factors could produce
significantly different results.

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.

b) Financial Information About Industry Segments

The Company's businesses are classified into three industry segments:
Packaged Foods, Refrigerated Foods and Agricultural Products. The
contributions of each industry segment to net sales and operating profit,
and the identifiable assets attributable to each industry segment are set
forth in Note 19 "Business Segments" on pages 57 and 58 of the Company's
1999 Annual Report to Stockholders.

c) Narrative Description of Business

The information set forth in the "Business Review" on pages 12 through 31
of the Company's 1999 Annual Report to Stockholders is incorporated
herein by reference.

The following comments pertain to the Company as a whole.

ConAgra is a diversified food company that 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.

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 locations emphasize
applied research and technical services directed at product improvement
and quality control. In addition, the Refrigerated Foods and the Packaged
Foods segments conduct 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 80,000 employees, primarily
in the United States.

<PAGE>

ITEM 1. BUSINESS (CONTINUED)

d) Foreign Operations

The information set forth in the "Business Review" on pages 12 through 31
of the Company's 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.

<PAGE>

ITEM 2. PROPERTIES (CONTINUED)

CONAGRA LOCATIONS

PACKAGED FOODS

CONAGRA FROZEN PREPARED FOODS
Headquarters in Omaha, Nebraska.

CONAGRA FROZEN FOODS
Headquarters and Corporate sales office in Omaha, Nebraska.
Seven plants in Arkansas, Iowa, Missouri and Virginia. Two broiler growing
and processing complexes in Arkansas. Product development facility in
Omaha, Nebraska.

GILARDI FOODS
Headquarters and sales office in Sidney, Ohio.
Three processing plants in Ohio and Oklahoma.

PIERCE FOODS
Headquarters and sales office in Winchester, Virginia.
Main processing plant in Moorefield, West Virginia.

CONAGRA SEAFOOD COMPANIES

CONAGRA SHRIMP COMPANIES
Headquarters in Tampa, Florida.
One seafood processing facility in Tampa, Florida.

MERIDIAN PRODUCTS
Headquarters in Santa Fe Springs, California.
Seafood trading company with facilities in New Jersey, Texas and
Washington.

O'DONNELL-USEN U.S.A.
Headquarters and sales office in Tampa, Florida.

CONAGRA GROCERY PRODUCTS COMPANIES
Headquarters in Fullerton, California.

CONAGRA GROCERY PRODUCTS COMPANY
Headquarters in Fullerton, California.
Product development facility in Fullerton. 21 manufacturing plants, 12
distribution and customer service centers and over 40 grocery and
foodservice sales offices serving the U.S. and Canada:

CONAGRA GROCERY PRODUCTS COMPANIES INTERNATIONAL

CONAGRA GROCERY PRODUCTS COMPANY GROCERY BRANDS

HUNT-WESSON FOODSERVICE COMPANY

HUNT-WESSON GROCERY PRODUCTS SALES COMPANY

<PAGE>

ITEM 2. PROPERTIES (CONTINUED)

CONAGRA LOCATIONS

GOLDEN VALLEY MICROWAVE FOODS
Headquarters in Edina, Minnesota.
Five plants in Iowa, Minnesota and Ohio. Popcorn storage warehouse in
Nebraska, product development facility in Eden Prairie, Minnesota and
microwave packaging production facility in Maple Grove, Minnesota.

CONAGRA FOODS LTD.
Headquarters in Manchester, England.
Manufacturer of microwave meals and snacks, supplying UK and other
European countries.

GOODMARK FOODS, INC.
Headquarters in Raleigh, South Carolina
Manufacturer of branded meat snacks, specialty snacks and other convenient
food products, supplying mass-merchandisers, vending machines and grocery,
drug, club, convenience and video stores. Plants in North Carolina,
Pennsylvania and California.

ARROW INDUSTRIES, INC.
Headquarters in Carrollton, Texas
Food plastics and paper products plants in Texas and Tennessee. A lighter
fluid facility in Texas. A plastic bags and wrap plant in Georgia. Charcoal
plants in Texas and Arkansas. An aluminum foil products plant in Georgia.

CONAGRA FOODSERVICE COMPANY
Headquarters in Boise, Idaho

LAMB WESTON, INC.
Headquarters in Tri-Cities, Washington.
12 plants in Idaho, Oregon, Washington, Minnesota (50-percent owned), the
Netherlands (50-percent owned) and Turkey (50-percent owned). Product
development facility in Richland, Washington. International business
development center in Boise, Idaho.

FERNANDO'S FOODS CORPORATION
Headquarters in Los Angeles, California
One Mexican food processing facility in California

CASA DE ORO
Headquarters in Omaha, Nebraska
Flour tortilla processing facilities in Nebraska and Kentucky.

DAIRY CASE
Headquarters in Waukesha, Wisconsin

BEATRICE CHEESE COMPANY
Headquarters in Waukesha, Wisconsin.
Eight facilities located in six states include natural and processed cheese
manufacturing, direct and indirect retail sales, foodservice sales, cheese
importing and aerosol.

BEATRICE FOODS
Headquarters in Indianapolis, Indiana
Three facilities in three states include margarine and egg product
manufacturing, direct and indirect retail sales and foodservice sales.

<PAGE>

ITEM 2. PROPERTIES (CONTINUED)

CONAGRA LOCATIONS

REFRIGERATED FOODS

PROCESSED MEATS COMPANIES
Headquarters in Downers Grove, Illinois.

ARMOUR SWIFT-ECKRICH
Product development in Downers Grove and 26 plants in 17 states, processed
meat plant in Panama, and a food distribution center in Puerto Rico,
serving:

ASE CONSUMER PRODUCTS COMPANY

ASE DELI/FOODSERVICE COMPANY

BUTTERBALL TURKEY COMPANY

DECKER FOOD COMPANY

NATIONAL FOODS, INC.

TEXAS SIGNATURE FOODS
Headquarters in Lufkin, Texas.
Processing, sales and distribution facilities in Texas.

COOK FAMILY FOODS, LTD.
Headquarters in Lincoln, Nebraska.
Three plants in Nebraska, Kentucky and Missouri.

CONAGRA BEEF COMPANIES
Headquarters in Greeley, Colorado

AUSTRALIA MEAT HOLDINGS PTY LTD.
Headquarters in Dinmore, Australia.
Eight plants and feedlots in Australia.

CONAGRA CATTLE FEEDING COMPANY
Headquarters in Greeley, Colorado.
Three feedlots in Colorado.

CONAGRA REFRIGERATED FOODS INTERNATIONAL SALES CORPORATION
Headquarters in Greeley, Colorado.

E. A. MILLER, INC.
Headquarters in Hyrum, Utah.
Processing facilities in Utah and a feedlot in Idaho.

MONFORT BEEF AND LAMB COMPANY
Headquarters in Greeley, Colorado.
Ten plants in Colorado, Kansas, Nebraska, Texas and Indiana.

MONFORT FOOD DISTRIBUTION CO.
Headquarters in Greeley, Colorado.
Eight sales and distribution branches in seven states.

MONFORT FRESH MEATS COMPANY
Headquarters in Greeley, Colorado.
Four plants in Idaho, Nebraska, and Alabama.

<PAGE>

ITEM 2. PROPERTIES (CONTINUED)

CONAGRA LOCATIONS

CONAGRA POULTRY COMPANY
Headquarters in Duluth, Georgia.

CONAGRA BROILER COMPANY
Headquarters in Duluth, Georgia.
Eight broiler growing and processing divisions in Alabama, Arkansas,
Georgia, Louisiana and Puerto Rico. Two further processing cookplants in
West Virginia and Louisiana.

PROFESSIONAL FOOD SYSTEMS
Headquarters in El Dorado, Arkansas.
16 sales and distribution units in 12 states.

SWIFT & COMPANY
Headquarters in Greeley, Colorado.
Three pork processing plants in Iowa, Minnesota and Kentucky. Three further
processing plants in Illinois, Florida and California.

AGRICULTURAL PRODUCTS

CONAGRA AGRI-PRODUCTS COMPANIES
Headquarters in Greeley, Colorado.

UNITED AGRI PRODUCTS
Headquarters in Greeley, Colorado.
Over 500 field sales, administration, warehouse, rail, formulation and
joint venture locations in the United States, Canada, United Kingdom,
Mexico, South Africa, Chile, Bolivia, Ecuador, Argentina, France, Peru,
Hong Kong, Taiwan and Zimbabwe. Businesses are involved with crop
protection products, seed, liquid and dry fertilizer operations and one
terminal facility.

AGRICULTURAL TRADING & PROCESSING COMPANIES
Headquarters in Omaha, Nebraska.

CONAGRA TRADE GROUP
Headquarters in Omaha, Nebraska.

AGRICULTURAL DIVISION
Headquarters in Omaha, Nebraska.
The Agricultural Division consists of a North American network of grain
merchandising offices and over 90 elevators, river loading facilities,
export elevators and barges. One joint venture operating an export
facility in the United States. D.R. Johnston, an international trading
company, operates in Australia, Singapore and New Zealand.

COMMODITY SERVICES
Headquarters in Omaha, Nebraska.
Soft Commodities Division and ConAgra Energy Services in Omaha,
Nebraska and a protein trading operation in Bremen, Germany.

KBC TRADING AND PROCESSING COMPANY
Headquarters in Stockton, California.
Operates over 40 facilities processing edible beans in nine states and
South America and one walnut processing facility in California.

<PAGE>

ITEM 2. PROPERTIES (CONTINUED)

CONAGRA LOCATIONS

CONAGRA FLOUR MILLING COMPANY
Headquarters in Omaha, Nebraska.
25 flour mills in 14 states. Eight country elevators in South Dakota. One
joint venture flour mill and one joint venture elevator in the U.S.

INTERNATIONAL
Headquarters in Omaha, Nebraska.
Trading operations in four countries doing business as BDR Agriculture Ltd.
and J.F. Braun. Wool processing plant in Australia. Poultry, animal feed
and processed meat facilities in Portugal and feed plants in Spain. Four
malt joint ventures with barley malting facilities in the United States,
Canada, Australia, the United Kingdom and China. A food products
distribution joint venture in Mexico doing business as Verde Valle. A flour
mill, dry corn mill and grain trading in Puerto Rico, doing business as
Molinos de Puerto Rico. ITC Agro-Tech is an edible oil processing and grain
trading joint venture in India. International fertilizer trading operations
headquartered in Savannah, Georgia. Joint venture oilseed processing plant
in Argentina, doing business as Pecom Agra.

OATS/CORN
Headquarters in Omaha, Nebraska.
Corn merchandising and processing facilities in Kansas and Bremen, Germany.
Two oat processing facilities in Nebraska and Canada. Two grain elevators
in Minnesota and Wisconsin. Two joint ventures, one specialty processing
facility in Minnesota and one oat processing facility in the United
Kingdom.

SERGEANT'S PET PRODUCTS COMPANY
Headquarters in Omaha, Nebraska.
Distribution centers in Tennessee, Colorado and Canada.

UNITED SPECIALTY FOOD INGREDIENTS COMPANIES
Headquarters in Glendale Heights, Illinois.
Two food processing plants and a research and development facility in
Kentucky. A dehydrated food ingredients plant and animal feed ingredients
plant in Minnesota. A dehydrated food ingredients plant in Wisconsin. A
spice plant and research and development facility in Illinois and seasoning
plants in Michigan and New Jersey, with supporting research and development
facilities. Flavorings plants in New Jersey and Utah. Food ingredients
distribution business headquartered in Iowa with distribution centers in
Texas, Illinois and Colorado. A distributor of supplies and equipment for
the food processing industry in Texas. Chili products plants located in
California (two), New Mexico, and Santiago, Chile, with a research and
development facility in California. A specialty marketing business with
processed eggs, Mexican food products, and food oils business headquartered
in Texas. Two garlic and onion dehydration and processing facilities with a
supporting research and development facility in California and plants in
Nevada and Oregon.

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

In fiscal 1991, ConAgra acquired Beatrice Company ("Beatrice"). As a result of
the acquisition and the significant pre-acquisition contingencies of the
Beatrice businesses and its former subsidiaries, the consolidated
post-acquisition financial statements of ConAgra reflect significant liabilities
associated with the estimated resolution of these contingencies.

Beatrice also is engaged in various litigation and environmental proceedings
related to businesses divested by Beatrice prior to its acquisition by ConAgra.
The environmental proceedings include litigation and administrative proceedings
involving Beatrice's status as a potentially responsible party at 44 Superfund,
proposed Superfund or state-equivalent sites. Beatrice has paid or is in the
process of paying its liability share at 41 of these sites. Substantial reserves
for these matters have been established based on the Company's best estimate of
its undiscounted remediation liabilities, which estimates include evaluation of
investigatory studies, extent of required cleanup, the known volumetric
contribution of Beatrice and other potentially responsible parties, and its
experience in remediating sites.

ConAgra is party to a number of other lawsuits and claims arising out of the
operation of its businesses. After taking into account liabilities recorded for
all of the foregoing matters, management believes the ultimate resolution of
such matters should 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.

<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT AS OF AUGUST 25, 1999

Year Assumed
Name Title & Capacity Age Present Office
- ---- ---------------- --- --------------
<S> <C> <C> <C>
Bruce C. Rohde President and Chief Executive Officer 50 1997

Jay D. Bolding Vice President and Controller 39 1999

Kenneth W. DiFonzo Senior Vice President, Profit Improvement 47 1999

Kenneth W. Gerhardt Senior Vice President and Chief Information Officer 49 1998

Dwight J. Goslee Senior Vice President, Mergers and Acquisitions 49 1997

Owen C. Johnson Senior Vice President, Human Resources
and Administration 53 1998

Thomas L. Manuel President and Chief Operating Officer, ConAgra
Trading and Processing Companies 52 1994

Timothy P. McMahon Senior Vice President, Sales and
Marketing Development 45 1998

James P. O'Donnell Executive Vice President, Chief
Financial Officer and Corporate Secretary 51 1997

James T. Smith President and Chief Operating Officer,
ConAgra Frozen Prepared Foods 51 1998
</TABLE>

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

Bruce C. Rohde became Vice Chairman of the Board and President in August 1996
and was named President and Chief Executive Officer in September 1997. He
previously had been ConAgra's general counsel since 1984. He was president of
the Omaha-based law firm McGrath, North, Mullin & Kratz, P.C. from 1984 to 1996.

Jay D. Bolding joined ConAgra in 1997 as Vice President, Business Processes and
Financial Analysis. He was Vice President, Chief Financial Officer and Treasurer
of Allen & O'Hara, Inc., a construction and property management company from
1995 to 1997. Prior to that, he spent 14 years with KPMG Peat Marwick, in
various positions including senior manager. He was named to his current position
in May 1999.

Kenneth W. Gerhardt was Senior Vice President and Chief Information Officer of
Ameriserve Distribution, Inc. from 1997 to 1998. Prior to 1997, he worked for
Pepsico, Inc. in various capacities, including Vice President and Chief
Information Officer for Pepsico Food Services from 1996 to 1997; Senior
Director, Information Technology for Pepsi Cola North American from 1994 to
1996; and Senior Director, Corporate Systems for Pizza Hut, Inc. from 1991 to
1994. He joined ConAgra in March 1998.

Owen C. Johnson was Senior Vice President, Human Resources, Corporate
Communications and Administration of Northern Indiana Power Corporation from
1990 to 1998. He joined ConAgra in his current position in June 1998.

Timothy P. McMahon was Vice President, Marketing for ConAgra Trading and
Processing Companies from June 1997 to October 1997. Prior to that, he was
President of McMahon Marketing Communications Company for ten years. He became
Senior Vice President, Corporate Marketing Development in October 1997 and was
named to his current position in 1998.

James T. Smith joined ConAgra as President of ConAgra Frozen Foods in 1993 and
was named to his current position in 1998.

<PAGE>

OTHER SIGNIFICANT EMPLOYEES OF THE REGISTRANT AS OF AUGUST 25, 1999

Year Assumed
Name Title & Capacity Age Present Office
- ----- ---------------- ---- ---------------
<S> <C> <C> <C>
J. Charles Blue President and Chief Operating Officer,
ConAgra Agri-Products Companies 60 1998

Raymond J. De Riggi President and Chief Operating Officer,
ConAgra Grocery Products Companies 51 1998

Timothy M. Harris President and Chief Operating Officer, ConAgra
Refrigerated Prepared Foods 43 1997

Richard A. Porter Chairman, Lamb Weston and President and
Chief Operating Officer,
ConAgra Foodservice Company 50 1998

John S. Simons President and Chief Operating Officer,
ConAgra Beef Companies 38 1999

Kevin W. Tourangeau Senior Vice President, Operational Effectiveness 47 1999

Michael D. Walter Senior Vice President, Commodity Procurement
and Customer Risk Management 50 1996
</TABLE>

J. Charles Blue was President of United Agri Products Companies since 1991 and
was named to his current position in June 1998.

Raymond J. De Riggi was President of United Specialty Food Ingredients Cos.
since 1995. He was Executive Vice President of Sales for Pet, Inc. from 1992 to
1995. He was named to his current position in June 1998.

Timothy M. Harris was President of ConAgra Refrigerated Prepared Foods from 1995
to 1997. He was President of Butterball Turkey Company from 1994 to 1995;
Executive Vice President of Business Management for Butterball and Healthy
Choice during 1994; and Vice President and General Manager, Prepared Foods
Company from 1990 to 1994. He was named to his current position in September
1997.

Richard A. Porter was President of Lamb Weston, Inc. from 1990 to 1998. He was
named to his current position in June 1998.

John S. Simons was Vice President, Red Meat Business Development with Excel,
Inc. (owned by Cargill, Inc.) from 1996 to 1999. He was Vice President and
General Manager, Canada for Excel from 1993 to 1996. Prior to that, he held the
position of Business Analyst with Cargill, Inc. He was named to his current
position in May 1999.

Kevin W. Tourangeau founded Randol Management Consultants in 1988, working with
major corporations, including ConAgra, to improve operations and profitability.
He joined ConAgra in his current position in March 1999.

Michael D. Walter joined ConAgra in 1989 as President of ConAgra Specialty Grain
Products Company. He was named to his current position in October 1996.

<PAGE>

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ConAgra's common stock is listed on the New York Stock Exchange. Ticker symbol:
CAG. At the end of fiscal 1999, 488.2 million shares of common stock were
outstanding, including 17.2 million shares held in the company's Employee Equity
Fund. There were 36,000 shareholders of record, 30,000 holders via ConAgra's
401(k) plan for employees and more than 140,000 "street-name" beneficial holders
whose shares are held in names other than their own. During fiscal 1999, 320
million shares were traded, a daily average of about 1.3 million shares.

Quarterly information is incorporated herein by reference to Note 20 "Quarterly
Results (Unaudited)" on page 59 of the Company's 1999 Annual Report to
Stockholders.

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected consolidated financial data for the
company for each of the five fiscal years 1995 through 1999. All amounts are in
millions except per share data. Fiscal years 1995 through 1998 have been
restated to give effect to acquisitions accounted for as poolings of interest.
Prior years per share amounts have been adjusted to reflect the two-for-one
stock split which was effective October 1, 1997.

<TABLE>
<CAPTION>
FOR THE FISCAL YEARS ENDED MAY 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
For the Year
Net sales $ 24,594.3 $ 24,219.5 $ 24,445.2 $ 24,321.3 $ 23,829.8
After-tax income from continuing
operations and before cumulative
effect of changes in accounting 358.4* 641.8 637.9 211.8** 512.2
Net income 358.4* 627.0 637.9 211.8** 512.2
Basic income per share
Continuing operations and before
cumulative effect of changes
in accounting $ .76* $ 1.38 $1.36 $ .43** $1.04
Net income $ .76* $ 1.35 $1.36 $ .43** $1.04
Diluted income per share
Continuing operations and before
cumulative effect of changes
in accounting $ .75* $ 1.35 $1.34 $ .43** $1.02
Net income $ .75* $ 1.32 $1.34 $ .43** $1.02
Cash dividends declared per
share of common stock $ .6918 $ .6050 $ .5275 $ .4600 $.4013

At Year End
Total assets $ 12,146.1 $ 11,808.5 $ 11,451.8 $ 11,364.2 $ 10,969.2
Senior long-term
debt (noncurrent) 1,793.1 1,753.5 1,628.5 1,536.3 1,801.5
Subordinated long-term
debt (noncurrent) 750.0 750.0 750.0 750.0 750.0
Preferred securities of
subsidiary company 525.0 525.0 525.0 525.0 525.0
Redeemable preferred stock -- -- -- -- 354.9
</TABLE>

* 1999 amounts include non-recurring charges: before tax, $440.8 million;
after tax, $337.9 million. Excluding the charges, basic income per share
was $1.48 and diluted income per share was $1.46.

** 1996 amounts include non-recurring charges: before tax, $507.8 million;
after tax, $356.3 million. Excluding the charges, basic income per share
was $1.19 and diluted income per share was $1.17.

<PAGE>

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 36 through 42 of the Company's 1999 Annual Report to Stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Incorporated herein by reference to the subsection "Market Risk" in
"Management's Discussion & Analysis" on pages 38 through 40 of the Company's
1999 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 43 through 60
of the Company's 1999 Annual Report to Stockholders are incorporated herein by
reference:

Consolidated Statements of Earnings - Years ended May 30, 1999, May
31, 1998 and May 25, 1997

Consolidated Statements of Comprehensive Income - Years ended May 30,
1999, May 31, 1998 and May 25, 1997

Consolidated Balance Sheets - May 30, 1999 and May 31, 1998

Consolidated Statements of Common Stockholders' Equity - Years ended
May 30, 1999, May 31, 1998 and May 25, 1997

Consolidated Statements of Cash Flows - Years ended May 30, 1999, May
31, 1998 and May 25, 1997

Notes to Consolidated Financial Statements

The supplementary data regarding quarterly results of operations set
forth in Note 20 "Quarterly Results (Unaudited)" on page 59 of the
Company's 1999 Annual Report to Stockholders is incorporated herein
by reference.

Independent Auditors' Report

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 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 3
through 4 of the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on September 23, 1999. 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 6 through 10 of the Company's Proxy
Statement, and (ii) information on director compensation on pages 4 and 5 of the
Company's Proxy Statement for its Annual Meeting of Stockholders to be held on
September 23, 1999.

<PAGE>

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" on page 2 of the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on September 23, 1999.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated herein by reference to (i) the last three paragraphs of "Directors'
Meetings and Compensation" on page 5 of the Company's Proxy Statement, and (ii)
the last paragraph of "Benefit Plans Retirement Programs" on page 10 of the
Company's Proxy Statement for its Annual Meeting of Stockholders to be held on
September 23, 1999.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 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

<TABLE>
<CAPTION>
Schedule Page
Number Description Number
------ ----------- -------
<S> <C> <C>
II Valuation and Qualifying Accounts 16
</TABLE>

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 & Analysis section of the Company's 1999 Annual Report to
Stockholders.

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

3. Exhibits

All exhibits as set forth on the Exhibit Index, which is incorporated
herein by reference.

b) Reports on Form 8-K

The Company filed a report on Form 8-K dated May 13, 1999 reporting a
major restructuring and other initiatives (described in the documents
incorporated by reference in this 10-K report).

<PAGE>

Schedule II

CONAGRA, INC. AND SUBSIDIARIES

Valuation and Qualifying Accounts

For the Fiscal Years ended May 30, 1999, May 31, 1998 and May 25, 1997

(in millions)

<TABLE>
<CAPTION>
Additions
Balance at ------------------------ Deductions Balance at
Beginning Charged from Close of
Description of Period to Income Other Reserves Period
- ----------- --------- ---------- ----- --------- ----------
<S> <C> <C> <C> <C> <C>
Year ended May 30, 1999:
Allowance for doubtful
receivables $68.2 29.9 .2(2) 38.3(1) $60.0

Year ended May 31, 1998:
Allowance for doubtful
receivables $67.9 29.1 .4(2) 29.2(1) $68.2

Year ended May 25, 1997:
Allowance for doubtful
receivables $52.6 39.4 .1(2) 24.2(1) $67.9
Valuation reserve related
to restructuring $235.8 - - 235.8(3) -
</TABLE>

(1) Bad debts charged off, less recoveries.
(2) Primarily reserve accounts of acquired businesses less reserve accounts of
divested businesses and foreign currency translation adjustments.
(3) Assets written-off to valuation reserve.

<PAGE>

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 30, 1999 and May 31, 1998, and for each of the three
years in the period ended May 30, 1999, and have issued our report thereon dated
July 9, 1999; such financial statements and report are included in your 1999
Annual Report to Stockholders and are incorporated herein by reference. Our
audits also included the financial statement schedule of ConAgra, Inc. and
subsidiaries, listed in Item 14. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Omaha, Nebraska
July 9, 1999

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of 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, 1999.

CONAGRA, INC.

/s/ Bruce C. Rohde

------------------------------------------------------
Bruce C. Rohde
President and Chief Executive Officer

/s/ James P. O'Donnell

------------------------------------------------------
James P. O'Donnell
Executive Vice President, Chief Financial Officer and
Corporate Secretary (Principal Financial Officer)

/s/ Jay D. Bolding

------------------------------------------------------
Jay D. Bolding
Vice President and 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, 1999.

/s/ Bruce C. Rohde
- ------------------------------------ Director
Bruce C. Rohde

Mogens C. Bay* Director
Philip B. Fletcher* Director
Charles M. Harper* Director
Robert A. Krane* Director
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Marjorie M. Scardino* Director
Walter Scott, Jr.* Director
Kenneth E. Stinson* Director
Thomas R. Williams* Director
Clayton K. Yeutter* Director

* Bruce C. Rohde, by signing his name hereto, signs this Annual Report on behalf
of each person indicated. A Power-of-Attorney authorizing Bruce C. Rohde 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.

By: /s/ Bruce C. Rohde

--------------------------------------
Bruce C. Rohde
Attorney-In-Fact

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Number Description Page No.
- ------ ----------- --------
<S> <C> <C>
3.1 ConAgra's Certificate of Incorporation, as amended, incorporated
herein by reference to ConAgra's annual report on Form 10-K for
the fiscal year ended May 26, 1996.

3.2 ConAgra's Bylaws, as amended, incorporated herein by reference to
ConAgra's quarterly report on Form 10-Q for the quarter ended
February 28, 1999.

4.1 Rights Agreement dated as of July 12, 1996, incorporated herein by
reference to ConAgra's current report on Form 8-K dated July 12,
1996.

4.2 Certificate of Adjustment dated October 1, 1997 to Rights
Agreement, incorporated herein by reference to ConAgra's quarterly
report on Form 10-Q for the quarter ended August 24, 1997.

4.3 Amendment to Rights Agreement dated as of July 10, 1998,
incorporated herein by reference to Exhibit 4.3 of ConAgra's
annual report on Form 10-K for the fiscal year ended May 31, 1998.

4.4 Form of documents establishing Series A, Series B and Series C
Preferred Securities of Conagra Capital, L.L.C., incorporated
herein by reference to Exhibit 4.8 and Exhibit 4.14 of ConAgra's
registration on Form S-3 (033-56973).

10.1 ConAgra's Amended and Restated Long-Term Senior Management Incentive
Plan, Amendment thereto, and Operational Document, and Amendment
thereto, incorporated herein by reference to Exhibit 10.1 of
ConAgra's annual report on Form 10-K for the fiscal year ended May
25, 1997.

10.2 Second Amendment to ConAgra's Long-Term Senior Management Incentive
Plan Operational Document, incorporated herein by reference to
Exhibit 10.2 of ConAgra's annual report on Form 10-K for the fiscal
year ended May 28, 1995.

10.3 Form of Employment Agreement between ConAgra and its executive
officers, incorporated herein by reference to Exhibit 10.3 of
ConAgra's annual report on Form 10-K for the fiscal year ended May
31, 1998.

10.4 ConAgra's Employee Flexible Bonus Payment Plan, incorporated herein
by reference to Exhibit 10.4 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 25, 1997.
</TABLE>

<PAGE>

EXHIBIT INDEX - (Continued)
<TABLE>
<CAPTION>
Number Description Page No.
- ------ ----------- --------
<S> <C> <C>
10.5 ConAgra's 1985 Stock Option Plan, with amendments thereto
incorporated herein by reference to Exhibit 10.5 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 25, 1997.

10.6 ConAgra Non-Qualified CRISP Plan. 23

10.7 ConAgra Non-Qualified Pension Plan, and First
Amendment thereto. 27

10.8 ConAgra Supplemental Pension and CRISP Plan for
Change of Control. 35

10.9 ConAgra Incentives and Deferred Compensation
Change of Control Plan. 40

10.10 ConAgra 1990 Stock Plan, and amendments thereto, incorporated
herein by reference to Exhibit 10.11 of ConAgra's annual report on
Form 10-K for the fiscal year ended May 28, 1995.

10.11 ConAgra 1995 Stock Plan, incorporated herein by reference to
Exhibit 10.1 of ConAgra's quarterly report on Form 10-Q for the
quarter ended August 27, 1995.

10.12 ConAgra Directors' Unfunded Deferred Compensation Plan, and First
Amendment thereto, incorporated herein by reference to Exhibit
10.12 of ConAgra's annual report on Form 10-K for the fiscal year
ended May 28, 1995.

10.13 Second Amendment to the ConAgra Directors' Unfunded Deferred
Compensation Plan, incorporated herein by reference to Exhibit
10.2 of ConAgra's quarterly report on Form 10-Q for the quarter
ended February 23, 1997.

10.14 Third Amendment to the ConAgra Directors' Unfunded Deferred
Compensation Plan, incorporated herein by reference to Exhibit
10.14 of ConAgra's annual report on Form 10-K for the fiscal year
ended May 31, 1998.

10.15 ConAgra Employee Equity Fund Trust Agreement, with Stock Purchase
Agreement and Revolving Promissory Note executed in connection
therewith, incorporated herein by reference to Exhibit 10.14 of
ConAgra's annual report on Form 10-K for the fiscal year ended
May 25, 1997.
</TABLE>

<PAGE>

EXHIBIT INDEX - (Continued)

<TABLE>
<CAPTION>
Number Description Page No.
- ------- ----------- --------
<S> <C> <C>
10.16 P. B. Fletcher Incentive Agreement dated July 15, 1993, as amended
and restated, incorporated herein by reference to Exhibit 10.15 of
ConAgra's annual report on Form 10-K for the fiscal year ended May
26, 1996.

10.17 Amendment to the P.B. Fletcher Incentive Agreement dated July 11,
1997, incorporated herein by reference to Exhibit 10.16 of
ConAgra's annual report on Form 10-K for the fiscal year ended May
25, 1997.

10.18 Employment Contract between ConAgra and Bruce C. Rohde,
incorporated herein by reference to Exhibit 10.1 of ConAgra's
quarterly report on Form 10-Q for the quarter ended February 23,
1997.

10.19 Amendment dated February 16, 1998 to Bruce C. Rohde Employment
Contract, incorporated herein by reference to Exhibit 10.19 of
ConAgra's annual report on Form 10-K for the fiscal year ended May
31, 1998

10.20 C. M. Harper Deferred Compensation Agreement dated March 15, 1976,
incorporated herein by reference to Exhibit 10.20 of ConAgra's
annual report on Form 10-K for the fiscal year ended May 31, 1998

10.21 ConAgra Executive Incentive Plan. 44

12 Statement regarding computation of ratio of earnings to fixed
charges and ratio of earnings to combined fixed charges and
preferred stock dividends 46

13 Pages 12 through 33 and pages 36 through 60 of ConAgra, Inc.'s
Annual Report to Stockholders for the fiscal year ended May 30,
1999, portions of which are incorporated herein by reference.
Those portions of ConAgra, Inc.'s Annual Report to Stockholders
that are not incorporated herein by reference shall not be deemed
to be filed as a part of this Report. 47

21 Subsidiaries of ConAgra 113

23 Consent of Deloitte & Touche LLP 117

24 Powers of Attorney 118
</TABLE>

<PAGE>

EXHIBIT INDEX - (Continued)

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 ConAgra, Inc.'s Annual Report to Stockholders for
its fiscal year ended May 30, 1999 (such portions filed hereto as Exhibit 13)
specifically incorporated by reference in the 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 part of this filing.

Items 10.1 through 10.21 are management contracts or compensatory plans filed as
exhibits pursuant to Item 14(c) of Form 10-K.

<PAGE>

EXHIBIT 10.6

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.

23
<PAGE>

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;
(c) The Employee's benefits under the Qualified CRISP are limited by the
Code Restrictions; and
(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

24
<PAGE>

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

25
<PAGE>

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.

<PAGE>

EXHIBIT 10.7

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.

27
<PAGE>

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.

28
<PAGE>

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

29
<PAGE>

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.

30
<PAGE>

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.

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<PAGE>

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.

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<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."

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<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.

<PAGE>

EXHIBIT 10.8

CONAGRA
SUPPLEMENTAL PENSION AND CRISP PLAN
FOR CHANGE OF CONTROL

1. Name and Purpose.

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:

(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

35
<PAGE>

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.

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<PAGE>

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%.

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<PAGE>

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.

38
<PAGE>

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.

<PAGE>

EXHIBIT 10.9

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:

(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

40
<PAGE>

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.

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<PAGE>

(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

42
<PAGE>

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.

<PAGE>

EXHIBIT 10.21

CONAGRA, INC

EXECUTIVE INCENTIVE PLAN

1. Purpose. The principal purpose of the ConAgra Executive Incentive Plan (the
"Plan") is to provide incentives to executive officers and other senior
management 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 and other senior management officers of
ConAgra shall be eligible to receive awards under the Plan. Such
participants include the Chief Executive Officer, the members of the Office
of the President, other executive and senior management officers and any
persons performing similar duties in the future. The Committee shall
designate the executive officers and other senior management officers who
will participate in the Plan each year.

4. Awards. The Committee shall establish annual and/or long-term incentive
award targets for participants. If an individual becomes an executive
officer or senior management officer during the year, such individual may
be granted eligibility for an incentive award for that year upon such
individual assuming such position; provided, if such person is a covered
employee under Section 162(m) of the Internal Revenue Code, the eligibility
of such person shall be conditioned on compliance with Section 162(m) for
tax deductibility of the award.

The Committee shall also establish annual and/or long-term 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
participant 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.

44
<PAGE>

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 participant. Awards may be paid in
cash or securities. Notwithstanding the attainment by ConAgra of the
specified performance targets, the Committee has the discretion, for each
participant, to reduce some or all of an award that would otherwise be
paid. However, in no event may a participant receive an award under the
Plan in any fiscal year of more than .1% of ConAgra's market capitalization
(stock price multiplied by number of shares outstanding) as of the first
day of the 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 July 9, 1999, subject to approval by the stockholders of ConAgra at the
1999 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 participant under the Plan in any fiscal year, which
would change the performance goals permissible under this Plan for payment
of awards, or which would modify the requirement as to eligibility for
participation in the Plan.

<PAGE>

EXHIBIT 12

CONAGRA, INC. AND SUBSIDIARIES

Computation of Ratios of Earnings to Fixed Charges and of
Earnings to Combined Fixed Charges and Preferred Stock Dividends
(Dollars in millions)

<TABLE>
<CAPTION>
Fiscal Year Ended
-------------------------------------------------------------------------
1995 1996 1997 1998 1999
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Fixed charges:
Interest expense $ 326.3 $ 365.5 $ 353.1 $ 368.9 $ 368.3
Capitalized interest 4.9 5.8 11.2 11.4 6.9
Interest in cost of goods sold 17.5 27.5 21.8 19.1 20.0
One third of non-cancelable lease rent 39.1 40.6 37.7 38.8 39.8
---------- ---------- ---------- ---------- ----------

Total fixed charges (A) 387.8 439.4 423.8 438.2 435.0

Add preferred stock dividends of the Company 39.3 14.6 - - -
---------- ---------- ---------- ---------- ----------

Total fixed charges and preferred stock
dividends (B) $ 427.1 $ 454.0 $ 423.8 $ 438.2 $ 435.0
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------

Earnings:
Pretax income $ 848.3 $ 435.5 $ 1,044.0 $ 1,041.0 $ 682.3
Adjusted for unconsolidated subsidiaries 10.6 2.3 (.4) 1.9 (0.8)
---------- ---------- ---------- ---------- ----------

Pretax income of the Company as a whole 858.9 437.8 1,043.6 1,042.9 681.5

Add fixed charges 387.8 439.4 423.8 438.2 435.0
Less capitalized interest (4.9) (5.8) (11.2) (11.4) (6.9)
---------- ---------- ---------- ---------- ----------

Earnings and fixed charges (C) $ 1,241.8 $ 871.4 $ 1,456.2 $ 1,469.7 $ 1,109.6
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------

Ratio of earnings to fixed charges (C/A) 3.2 2.0* 3.4 3.4 2.6**

Ratio of earnings to combined fixed charges and
preferred stock dividends (C/B) 2.9 1.9* 3.4 3.4 2.6**
</TABLE>

* In 1996, pretax income includes non-recurring charges of $507.8 million.
Excluding the charges, the "ratio of earnings to fixed charges" and the
"ratio of earnings to combined fixed charges and preferred stock dividends"
was 3.1 and 3.0, respectively. See Note 2 "Non-Recurring Charges" on page 41
of the Company's 1996 Annual Report to Stockholders.

** In 1999, pretax income includes non-recurring charges of $440.8 million.
Excluding the charges, the "ratio of earnings to fixed charges" and the
"ratio of earnings to combined fixed charges and preferred stock dividends"
were 3.6. See Note 3 "Non-Recurring Charges" on pages 49 and 50 of the
Company's 1999 Annual Report to Stockholders.

For purposes 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 non-cancelable 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.

<PAGE>

EXHIBIT 13

The following Business Review section (pages 12-31) describes the businesses in
which ConAgra operates, provides a fiscal-year-in-review report on these
businesses and gives a brief look forward into fiscal 2000.

Packaged Foods

[PIE CHART] [PIE CHART]

<TABLE>
<CAPTION>
Segment Sales Operating Profit
(In millions) (In millions)
<S> <C>
1999 $7,465.5 1999* $992.1
1998 $7,192.2 1998 $978.1
% Change +3.8% % Change +1.4%
</TABLE>

* Fiscal 1999 segment operating profit excludes certain non-recurring charges.
Segment operating profit after the charges was $951.4 million. See Note 3 on
page 49.

Packaged Foods operating profit increased 1.4 percent. Operating profit
increased in the microwave popcorn, meat snacks, chicken foodservice, pizza
products, potato products and tortilla businesses, and declined in the
shelf-stable foods, frozen foods, cheese products and seafood businesses.
Acquisitions contributed to operating profit and to the 3.8-percent segment
sales increase.

The discussion of results in the Business Review (pages 12-31) excludes the
effect of non-recurring charges in fiscal 1999. See page 33 for segment sales
and operating profit both before and after non-recurring charges.

12 ConAgra, Inc. 1999 Annual Report

47
<PAGE>

FROZEN FOODS

PRINCIPAL ACTIVITIES: Production and marketing of frozen foods for grocery,
foodservice and special market customers such as club stores and supercenters.

MAJOR BRANDS: Healthy Choice, Banquet, Marie Callender's, Kid Cuisine,
Butterball, Singleton, Taste O'Sea, Pierce, MaMa Rosa's, Papa G's, Gilardi's,
Morton, Patio, Chun King and La Choy.

The ConAgra Frozen Prepared Foods group of companies includes ConAgra
Frozen Foods, Pierce Foods, Gilardi Foods and ConAgra Seafood Companies. ConAgra
Frozen Prepared Foods' sales were about $2.2 billion in fiscal 1999. Operating
income for the group increased moderately over the prior year.

Competition in the frozen food industry was intense in fiscal 1999.
Significant price-cutting overshadowed product innovation industrywide. ConAgra
Frozen Foods had a difficult year, but volume was up modestly from fiscal 1998
levels. Operating earnings decreased as marketing spending more than offset
lower ingredient and administration costs.

Fiscal 1999's best volume performers were the Marie Callender's and Kid
Cuisine brands, Banquet bone-in chicken products, products sold internationally,
and the ConAgra Frozen Foods products created for and sold through special
channels like delis, convenience stores and mass merchandisers. A line of Marie
Callender's Skillet Meals and Side Dishes was introduced late in the year.
Consumers' early reviews are positive for these innovative and convenient meal
solutions that deliver Marie Callender's traditional high quality and
"made-from-scratch" taste in less than 20 minutes.

Volume for Healthy Choice frozen products was about even with fiscal 1998
volume, and there was good news for this leadership brand. Healthy Choice Bowl
Creations were introduced in early fiscal 1999 and were a resounding hit with
consumers. Bowl Creations are one-dish, Healthy Choice convenience offerings
that taste homemade -- in sturdy, microwaveable bowls. Most consumers who
purchased Bowl Creations were new Healthy Choice users, very good news in an
industry that depends upon innovation for growth. Healthy Choice Ice Cream
performed well, spurred by new Peanut Butter Cup and Old-Fashioned Strawberry
flavors.

The Banquet poultry line had a good year, highlighted by the successful
introduction of Banquet Honey BBQ Style Wings. Banquet Pot Pies rose to record
share levels, an extraordinary achievement for Banquet's oldest product but one
that has clearly kept up with consumers' changing preferences. Other good
performers included Banquet dinners and Banquet's The Hearty One line (a
larger-portion-size meal formerly called Extra Helpings, restaged in early
fiscal 1999 as The Hearty One). The Banquet dessert pie line was sold in fiscal
1999.

13 ConAgra, Inc. 1999 Annual Report

48
<PAGE>

Pierce Foods is a producer of high-quality poultry products for foodservice
customers. Fiscal 1999 was Pierce's first full year as part of ConAgra. The
"ConAgra connection" enabled Pierce to significantly reduce its operating costs
by sharing some production with other ConAgra plants and purchasing poultry
supplies internally. The result was an excellent year, with operating income
well over plan and the prior year.

Pierce also took advantage of ConAgra's product development and
distribution strengths to introduce a Pierce Pot Pie for foodservice customers,
and to gain important new foodservice customers. Pierce's future on the ConAgra
team is a bright one.

Gilardi Foods produces and markets quality pizzas and other dough-based
products, sold primarily in the refrigerated and frozen cases and at the deli
counters of retail outlets. Gilardi's brands include MaMa Rosa's, Papa G's and
Gilardi's. Fiscal 1999 was Gilardi's first full year as part of the ConAgra
team.

Gilardi had an outstanding year, with operating profit well over plan and
the year-ago level. The year was highlighted by Gilardi's successful entry into
the school lunch business, innovative new products, a general upgrade of most
product offerings, the addition of frozen pizzas to Gilardi's refrigerated line,
and the introduction of frozen pizza products in Canada. New products included
Max Stix, a successful line of cheese-stuffed soft bread sticks introduced in
special markets like club stores and mass merchandisers, and the Quick-n-Savory
line of pocket sandwiches introduced in retail channels. An Operation Overdrive
cost-savings initiative in fiscal 2000 will combine Gilardi's back-office
support functions with ConAgra Frozen Foods' in Omaha.

ConAgra Seafood Companies include ConAgra Shrimp Companies, O'Donnell-Usen
and Meridian Products. Total external seafood sales were about $410 million in
fiscal 1999.

The seafood industry and our seafood businesses were hit hard in fiscal
1999 by La Nina-related water temperature changes and by Hurricane Georges,
which pushed the western Mexico shrimp beds out to sea, resulting in the lowest
Mexican shrimp harvest in more than 20 years. Our commodity shrimp volume was
down substantially, and seafood operating earnings in total declined from fiscal
1998 results. U.S. seafood consumption was flat.

ConAgra Shrimp Companies, our largest seafood business, had a reasonably
good year in its base foodservice and deli businesses but was hurt by higher raw
material prices and exiting an unprofitable business line. ConAgra Shrimp's
earnings declined.

Meridian Products, a worldwide seafood trader, sources much of its shrimp
in Mexico. The poor harvest there caused a sizeable decline in Meridian's sales
volume.

Operation Overdrive initiatives under way should reduce ConAgra Shrimp's
manufacturing costs, increase collaboration in developing key customers and
increase seafood sales to other ConAgra companies. A superb example of
cross-company teamwork is already in place: the No. 1 frozen fish dinner in the
U.S. is our Banquet Fish Stick Meal; ConAgra Seafood sells the fish to

14 ConAgra, Inc. 1999 Annual Report

49
<PAGE>

Banquet, its largest customer. We expect improved seafood results in fiscal
2000.

For fiscal 2000, the ConAgra Frozen Prepared Foods companies plan increased
operating efficiencies, smart marketing and innovative new products to drive
sales growth.

SHELF-STABLE FOODS

PRINCIPAL ACTIVITIES: Production and marketing of primarily shelf-stable foods
for grocery, foodservice and special market customers.

MAJOR BRANDS: Hunt's, Healthy Choice, Wesson, Orville Redenbacher's, Slim Jim,
Act II, Peter Pan, Van Camp's, Beanee Weenee, Manwich, Hunt's Snack Pack, Swiss
Miss, Knott's Berry Farm, Chun King, La Choy, Rosarita, Gebhardt, Wolf Brand,
Pemmican, Rough Cut, Penrose, Andy Capp's, Advantage\10 and Culturelle.

ConAgra Grocery Products Companies include ConAgra Grocery Products Company
(formerly Hunt-Wesson), Golden Valley Foods, GoodMark Foods and Arrow
Industries.

Fiscal 1999 was a year of significant change for ConAgra Grocery Products
Company. Early in the fiscal year, a new management team from within ConAgra was
tapped to lead the company's growth. Following the successful fiscal 1998
reorganization of ConAgra Grocery's sales organization around its customers, the
company in fiscal 1999 reorganized its business units around consumers, creating
four groups: Ingredients, Snacks, Meals and Functional Foods. That
reorganization led to a streamlining of ConAgra Grocery's headquarters staff.
Late in the year, the company announced three plant closings and one partial
plant closing to make its manufacturing system more efficient, and the closing
of four distribution centers to improve product movement to customers. In the
second half of the year, a new $50 million Hunt's Snack Pack pudding plant began
start-up operations in the Midwest, adding needed, state-of-the-art capacity for
the successful Snack Pack line.

The marketplace for ConAgra Grocery's branded shelf-stable products was a
challenging one in fiscal 1999 -- intense competition in most categories, low or
no category growth, and continuing consolidation of the company's retail
customers. ConAgra Grocery Products Company's unit volumes were modestly lower
than the year-ago level, largely as a result of a planned effort to better match
product shipments to consumption patterns. A one-week-shorter fiscal year also
impacted volumes.

For ConAgra Grocery Products Company in total, earnings declined from
fiscal 1998 results. Sales were about $2.1 billion in fiscal 1999.

Results for the products in the Ingredients group were mixed. Fiscal 1999
was a very good year for branded oil products. Wesson products were promoted
aggressively, but a commodity oil price increase hurt overall oil products
earnings. A tomato shortage and low inventories caused Hunt's to curtail the
promotion of tomato products in the second half of fiscal 1999. Unit volumes and
earnings decreased as a result, although a price increase reflecting demand
offset much of the negative earnings impact. Hunt's Ketchup performed well, with
unit volumes up moderately in a relatively flat category.

15 ConAgra, Inc. 1999 Annual Report

50
<PAGE>

Results for products in the Snacks group also were mixed. Unit volumes for
puddings and cocoa products increased. Hunt's Snack Pack Puddin' Pies, new in
fiscal 1998, were a major success with consumers. This innovative product line
brought significant numbers of new buyers to the snack pudding category. Swiss
Miss cocoa products had an excellent year, helped by a cold-weather-triggered
advertising program.

Unit volumes were down for Orville Redenbacher's popcorn products, but
Orville Redenbacher's new Double Feature Popcorn was a hit with consumers -- and
the winner of an American Marketing Association Edison Award as one of the
year's best new products. Many of the purchasers of Double Feature Popcorn --
jumbo-size popcorn with a real butter pour-over sauce -- are new users of
microwave popcorn products. Peter Pan Peanut Butter results were affected
somewhat by higher peanut prices and costs to introduce the new Peter Pan Honey
Roasted Peanut Butter. New product introduction costs also impacted results in
the Knott's Berry Farm jam, jelly and preserve business.

The Meals business unit includes Healthy Choice Soups, Manwich, Hunt's and
Healthy Choice pasta sauces, Wolf Brand Chili and Chun King and La Choy Oriental
products. Healthy Choice Soups strengthened its category leadership position in
fiscal 1999 although volumes for the year declined across the healthy soups
category, including Healthy Choice Soups unit volumes. Unit volumes also
declined for pasta sauces. Most offerings in the Healthy Choice Soups line were
reformulated during the year, and the new, more flavorful products will be
introduced for the fiscal 2000 soup season. ConAgra Grocery worked with flavor
experts from its sister company USFI and, through new technologies, achieved
significantly improved taste.

Another ConAgra Grocery Products Company group is Functional Foods. Two
product lines have been introduced so far: Advantage\10 and Culturelle.
Advantage\10 is a breakthrough line of low-fat vegetarian products with less
than 10 percent of calories from fat, endorsed by physician Dr. Dean Ornish,
well-known for his pioneering work in reducing heart disease through diet.
Introduced in fiscal 1998, Advantage\10 was honored by the American Marketing
Association with an Edison Award as one of the year's best new products.
Advantage\10 products continue to expand distribution across the U.S., and early
results are promising. Culturelle is a dietary supplement that aids digestion by
helping restore and maintain the balance of bacteria in the digestive system.
Distribution of Culturelle has been expanding since its introduction in the
first half of fiscal 1999.

Golden Valley Foods is a leading marketer of microwave popcorn, specialty
snacks and other convenient food products sold internationally in
mass-merchandising outlets, vending machines and grocery, drug, club,
convenience and video stores. Its principal brand is Act II.

Golden Valley had an excellent year, significantly increasing grocery store
distribution for Act II popcorn products and growing unit volumes. Golden Valley
worked with Verde Valle, S.A. to significantly grow Act II microwave popcorn's
presence in Mexico. Verde Valle, 50-percent owned by ConAgra, is a leading
packager and distributor of grocery products in Mexico.

16 ConAgra, Inc. 1999 Annual Report

51
<PAGE>

Act II promotional tie-ins with Warner Brothers and National Basketball
Association teams reinforced Act II's leadership as an "entertainment brand" of
popcorn. Golden Valley grew its seasonal popcorn novelty business and its
ready-to-eat popcorn business in fiscal 1999. And Golden Valley launched the Act
II Big Softy into selected markets during the year. The Big Softy is the only
shelf-stable soft pretzel available in retail markets. Convenient to reheat, it
delivers "fresh-baked" taste. Act II Big Softy distribution will expand in
fiscal 2000.

Early in fiscal 1999, GoodMark Foods merged with ConAgra and became a unit
of ConAgra Grocery Products, working with Golden Valley to take advantage of
opportunities for synergies in snack foods marketing and distribution. GoodMark
is a leading marketer of branded meat snacks and grain-based snacks. Brands
include Slim Jim, Penrose, Pemmican, Rough Cut and Andy Capp's. GoodMark's
performance in fiscal 1999 was outstanding, far better than anticipated. Slim
Jim meat snacks made major gains in distribution and in-store placement, and
operating profit and volumes were up strongly. Unit volumes for Pemmican jerky
products grew substantially, spurred by the introduction of a resealable bag.

Golden Valley as a whole achieved a good earnings increase, helped by
GoodMark's performance and in spite of low corn prices that hurt the results of
Golden Valley's Vogel Popcorn unit, a foodservice and commodity popcorn
supplier.

Arrow Industries is a manufacturer and distributor of private label
consumer products for the grocery trade. Arrow's operating profit declined from
the previous year.

We expect fiscal 2000 to be a good year for ConAgra Grocery Products
Companies. These companies are aggressive and innovative, and they are
unwaveringly focused on helping their customers succeed by meeting consumers'
needs.

FOODSERVICE PRODUCTS

PRINCIPAL ACTIVITIES: Production and marketing of potato products, Mexican food
products, hand-held dough-based products and other products primarily for
foodservice markets.

MAJOR BRANDS: Lamb Weston, Fernando's, Casa de Oro and Holly Ridge.

Fiscal 1999 marked the beginning of a stronger, more effective ConAgra-wide
focus on meeting the many special needs of foodservice customers. During the
year, ConAgra Foodservice Company was established to capitalize on our many
foodservice assets and resources. ConAgra Foodservice Company is working with
all ConAgra companies to help focus and direct foodservice assets and resources
for optimum customer service and success.

17 ConAgra, Inc. 1999 Annual Report

52
<PAGE>

ConAgra Foodservice Company included Lamb Weston, Fernando's Foods and Casa
de Oro in fiscal 1999. Holly Ridge Foods, Zoll Foods and our seafood businesses
have already joined the group in fiscal 2000. While some other foodservice
businesses may remain in existing operating groups to leverage operating
synergies, we will organize their customer services as part of the overall
ConAgra foodservice team for maximum effectiveness.

Lamb Weston supplies potato products to most of the leading restaurant
chains and foodservice distributors in the U.S., Europe and Asia. Lamb Weston
products are sold in more than 70 countries on six continents. Annual sales
exceed $1 billion. Lamb Weston's retail brand is Inland Valley.

U.S. and world demand for frozen potato products was strong in fiscal 1999;
North American demand was up slightly, and global demand was mixed, strong in
Europe but soft in Asia. As Lamb Weston's foodservice customers open new
restaurants around the world, Lamb Weston is well-positioned to provide the
potato products they need, when they need them and where they need them.

In fiscal 1999, Lamb Weston had another good year. The company's good
performance was driven by growth in international markets, a product mix with
more value-added offerings, and operating efficiencies. Lamb Weston was able to
overcome the effects of a poor potato crop in the northwestern U.S. through good
manufacturing practices and a strong sales performance in the U.S., Mexico and
Europe, including a good increase in value-added products sold in Europe.
Exports to Asia, especially China and Korea, grew, as did U.S. retail sales. A
poor potato crop in Europe enabled Lamb Weston's domestic operations to capture
incremental business from South American customers who could not get the
products they needed from European suppliers.

A new Lamb Weston potato processing plant in Alberta, Canada, began its
start-up at the end of fiscal 1999. The plant is in one of North America's best
potato-growing regions and will significantly enhance Lamb Weston's ability to
serve its foodservice customers.

In fiscal 2000, Lamb Weston plans continued emphasis on providing
foodservice customers with innovative and convenient menu solutions, and
providing consumers with delicious and easy-to-prepare potato products. We
expect another good year for Lamb Weston.

Fernando's Foods joined ConAgra in the first quarter of fiscal 1999.
Fernando's produces a wide range of frozen prepared Mexican entrees, snacks and
appetizers sold to food distributors, convenience stores and in-store delis.
Fernando's is the second largest supplier of frozen Mexican food products to the
foodservice industry. Sales of Mexican foods are growing rapidly in the U.S.
Fernando's achieved its profit plan in fiscal 1999.

Casa de Oro Foods processes grain-based food products -- including
tortillas, corn chips and taco shells -- for large-volume foodservice and
contract-packing customers. Casa de Oro's earnings were up for the year.

18 ConAgra, Inc. 1999 Annual Report

53
<PAGE>

At the beginning of fiscal 2000, ConAgra acquired Holly Ridge Foods, which
will operate as part of Lamb Weston. Holly Ridge Foods is a producer of a wide
variety of fruit turnovers made for grocery in-store bakeries and foodservice
operations including national quick-service restaurants. Holly Ridge is known in
the industry for its ability to develop custom and proprietary formulations to
meet specific customer needs.

We expect good foodservice growth in fiscal 2000 as the ConAgra foodservice
team collaborates across operating companies to deliver a broad mix of menu
solutions to our customers.

DAIRY CASE PRODUCTS

PRINCIPAL ACTIVITIES: Production and marketing of branded processed cheeses,
tablespreads, cholesterol-free egg products and dessert toppings for retail,
foodservice and industrial markets.

MAJOR BRANDS: Parkay, Blue Bonnet, Fleischmann's, Egg Beaters, Healthy Choice,
County Line, Reddi-wip, Treasure Cave, Touch of Butter, Chiffon and Move Over
Butter.

ConAgra products sold in the dairy case are part of the Beatrice Group,
which includes Beatrice Cheese Company, tablespreads, Egg Beaters and Reddi-wip.
Annual sales for the Beatrice Group are about $1.3 billion.

The tablespreads and Egg Beaters business was acquired in the first quarter
of fiscal 1999. Egg Beaters, the first fat-free, cholesterol-free egg product,
is a "healthy foods" pioneer and the longtime market leader. The tablespreads
business manufactures and markets margarine under the well-known names of
Parkay, Blue Bonnet, Fleischmann's, Touch of Butter, Chiffon and Move Over
Butter.

During fiscal 1999, Beatrice Foods, the branded retail products group,
focused on managing business combination issues, improvements in product quality
and mix, and controlling costs. Beatrice Foods performed well in fiscal 1999,
with unit volumes and earnings better than projected at the time of the
acquisition. The Reddi-wip dessert toppings business had a good year with unit
volumes and earnings up nicely. Earnings and volumes declined for Beatrice's
branded retail cheese business.

In fiscal 2000, Beatrice Foods plans continued improvements in product
quality and product mix, enhanced sales and marketing programs, and continued
growth in volumes and earnings.

The Swissrose International retail deli cheese business markets both
specialty imported and domestic cheeses to supermarket delis and other specialty
cheese outlets. Both unit volumes and earnings grew strongly in fiscal 1999, the
third consecutive year of good growth for this business.

Beatrice Cheese produces and markets cheese products and dessert toppings
to foodservice distributors and industrial customers.

Fiscal 1999 was a difficult year for Beatrice Cheese. Volumes declined as a
result of closing a plant in Washington. Record-high butterfat prices forced
high raw material costs for processed cheese, and volatile milk prices didn't
help. Earnings for Beatrice Cheese were down for the year.

Beatrice Cheese consolidated production at more efficient plants during
fiscal 1999, and manufacturing costs are improving. Ingredient costs also should
moderate in fiscal 2000, and we expect improved results.

19 ConAgra, Inc. 1999 Annual Report

54
<PAGE>

Refrigerated Foods

<TABLE>
<CAPTION>
[PIE CHART] [PIE CHART]
<S> <C>
Segment Sales Operating Profit
(In millions) (In millions)
1999 $11,549.3 1999* $360.9
1998 $11,416.2 1998 $204.6
% Change +1.2% % Change +76.4%
</TABLE>

* Fiscal 1999 segment operating profit excludes certain non-recurring
charges. Segment operating profit after the charges was $4.0 million. See
Note 3 on page 49.

Refrigerated Foods operating profit increased 76.4 percent, rebounding strongly
from fiscal 1998's industrywide depressed results. Operating profit increased
for the pork, beef, chicken and turkey businesses. The branded processed meats
business, the segment's largest profit contributor, increased operating profit
at a double-digit rate. Segment sales increased 1.2 percent.

20 ConAgra, Inc. 1999 Annual Report

55
<PAGE>

PRINCIPAL ACTIVITIES: Production and marketing of branded processed meats, beef
and pork products, and chicken and turkey products.

MAJOR BRANDS: Butterball, Healthy Choice, Armour, Eckrich, Swift Premium,
Decker, Ready Crisp, Cook's, Hebrew National, Monfort, Country Pride, To-Ricos,
Texas BBQ, Brown 'N Serve, Golden Star and National Deli.

ConAgra's processed meats businesses had a good year, with growth in almost
all sectors. These companies achieved an earnings increase in fiscal 1999,
beating last year's excellent results. Key drivers of the increase were top-line
growth in branded products and deli/foodservice products, and lower ingredient
costs, which more than offset a drop in exports to Russia.

Processed meats industry conditions were difficult in fiscal 1999, with
moderately reduced consumption and increased competitiveness. Our processed
meats businesses improved their market positions in most key categories.

Innovative new products gave consumers new reasons to buy processed meats.
Healthy Choice Savory Selections are tasty new varieties of luncheon meats with
zesty spices, seasonings and herbs, and they're 97-percent fat free. Flavors
such as Honey Mustard Ham and Mesquite Flavored Smoked Turkey Breast meet
consumers' desires for more flavorful healthy foods. Healthy Choice Savory
Selections did well in their introductory year.

Eckrich Smoked Grillers were introduced during the year to a strong
positive consumer response. Eckrich Smoked Grillers are ready-to-grill skinless
smoked sausage links in five popular flavors.

Another of the year's consumer favorites was not a "new" product, but
expanded distribution brought the product line new fans. Eckrich Lunch Makers,
meals and snacks packaged so young consumers can build their own creations,
entered new markets and achieved a dramatic increase in volume year-to-year. And
Swift Premium Brown 'N Serve Sausage, an old favorite in an established
category, increased volume, share and earnings for the third year in a row.
Similarly, the Armour meatball business continued its good growth and
profitability.

Through an acquisition in late fiscal 1998, we augmented our precooked
bacon business. The combination of the acquisition and our existing precooked
bacon business made ConAgra a leading supplier of precooked bacon products to
foodservice customers. Fiscal 1999 sales and profits were better than
anticipated. Ready Crisp and Armour brand precooked bacon expanded distribution
in retail markets during the year.

21 ConAgra, Inc. 1999 Annual Report

56
<PAGE>

Fiscal 1999 was a banner year for the processed meats deli and foodservice
business. With a solid volume increase, this business led the processed meats
group in earnings growth. The deli business grew by expanding distribution and
introducing new products, including Butterball and Healthy Choice Golden Brown
Turkey Breast products and Eckrich Black Angus Beef. Foodservice strength came
from new large-volume customers and new business with existing customers.

Our processed meats companies also turned in good performances in food and
workplace safety. ConAgra Refrigerated Prepared Foods' food safety leadership
was recognized by the U.S. Department of Agriculture, and the company sponsored
a food safety workshop for smaller companies. The company's Brown 'N Serve plant
in Illinois earned special status (achieved by less than 1 percent of U.S.
workplaces) from the Occupational Safety and Health Administration as part of
the Voluntary Protection Plan for work sites that far exceed safety compliance
criteria.

The Cook Family Foods ham business had another excellent year, achieving
its profit plan and beating fiscal 1998 results. Volumes increased solidly,
driven by sales of Cook's popular spiral-sliced ham and a good increase in
Cook's base business. Cook's also grew its corned beef business. Good volumes
and a focus on becoming more cost-efficient combined to produce an earnings
increase for Cook's.

National Foods also had a good year. Its Hebrew National products did very
well in the marketplace during the year and, in the fourth quarter, began
expanding to nationwide distribution. A major advertising campaign (with Hebrew
National's longtime "We Answer to a Higher Authority" theme) raised awareness
with consumers, and early results are positive.

We expect another increase in processed meats earnings in fiscal 2000.

ConAgra's fresh beef and pork businesses produce and market fresh meat
products for customers in domestic and international markets. Annual sales of
ConAgra's U.S.-based fresh meat companies are about $6.7 billion. ConAgra's
Australia Meat Holdings Pty Ltd. (AMH), a major Australian beef processor and
exporter, has annual sales of more than $950 million.

Fiscal 1999 was a rebuilding year for our U.S. beef business. The primary
focus was on significant enhancement of product quality and customer service,
and results of this effort are encouraging. Customer feedback and our own
testing show superior product quality that delivers greater value to our
customers.

Major initiatives also were undertaken to improve risk management programs
and manufacturing efficiencies. On the risk management side, our beef companies
work closely with the ConAgra Trade Group team to procure grain, hedge commodity
risks and sell byproducts. In late fiscal 1999,

22 ConAgra, Inc. 1999 Annual Report

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<PAGE>

restructuring initiatives to improve manufacturing efficiencies and overall
costs -- one plant closing, one partial plant closing and a companywide
administrative workforce reduction -- were announced.

A new leader of ConAgra Beef Companies joined ConAgra in May 1999, further
strengthening the management team we have been building over the past 18 months.
We now have in place an aggressive, talented and focused management team that is
making substantial improvement in our beef businesses.

U.S. beef results were much better in fiscal 1999 than in fiscal 1998, but
still did not meet the business' long-term potential. An oversupply of U.S. red
meat and poultry continued in fiscal 1999, but began to moderate somewhat as the
year progressed. Sluggish export markets compounded the oversupply problem, and
beef processing margins were squeezed industrywide as beef struggled to compete
for consumer purchases with cheaper and plentiful pork and poultry products.
Better risk management programs coupled with somewhat better economics resulted
in a major positive swing in cattle feeding earnings. Despite weak Asian demand
for hides, markets for byproducts were more favorable in fiscal 1999.

Our Australian beef business had an outstanding year in fiscal 1999. AMH
benefited from an exceptionally good management team, good industry conditions
and the relative weakness of the Australian dollar in export markets. AMH
earnings were well over plan and the previous year.

AMH substantially improved its manufacturing efficiency in fiscal 1999.
A new beef processing plant -- with state-of-the-art production capability,
cost structure and food safety systems -- opened near Brisbane. An old and
much smaller facility was closed.

We expect AMH to have another good year in fiscal 2000, and we expect
improved earnings for the U.S. beef business.

Operation Overdrive initiatives to increase internal purchasing across
ConAgra will significantly benefit our beef businesses. Beef sales to other
ConAgra companies began to increase in fiscal 1999, and will increase more in
fiscal 2000.

In fiscal 1999, our U.S. beef processing business became the first
multi-plant meat processor in the U.S. to have its entire processing operation
under a uniform food-safety intervention program. The ConAgra Beef Carcass
Pasteurization System is state-of-the-art and, in the view of university experts
with whom ConAgra Beef worked in designing the process, probably the best in the
beef industry.

23 ConAgra, Inc. 1999 Annual Report

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<PAGE>

Swift & Company, our fresh pork business, had a good year, with results
well above plan and fiscal 1998's performance. Volumes increased significantly,
thanks in part to retailers featuring more pork products at attractive prices.
Raw material costs declined in the face of a continuing oversupply of U.S. pork
and weak export demand. Swift also benefited from increasing the percentage of
its product sold as value-added and from companywide cost reductions and
productivity improvements.

A meaningful percentage of Swift's raw material costs is determined by
procurement contracts. Earnings were held down significantly in fiscal 1999 by
hog contracts at higher-than-market prices, but over time contracts are a
valuable risk management tool for both producers and processors.

Zoll Foods, which became part of Swift & Company in the second half of
fiscal 1998, is a leading processor and marketer of custom-cut pork ribs and
other pork products for foodservice customers. Zoll had a good year, with solid
increases in volumes and profitability. Zoll implemented an aggressive new
product innovation program and gained a number of new customers during the year.

Fiscal 2000 should be another good year for Swift, although we expect raw
material costs to rise as the number of available hogs declines.

Our poultry businesses are ConAgra Poultry Company (chicken products) and
Butterball Turkey Company (turkey products). ConAgra Poultry had fiscal 1999
sales of about $1.4 billion. Butterball Turkey had sales of more than $350
million, excluding significant intercompany sales for further-processed turkey
products.

U.S. per capita consumption of chicken products continued on its robust
long-term growth trend in fiscal 1999. Industry conditions were difficult in
fiscal 1999, however, with too much protein in the market and a severe drop in
dark meat exports to Russia. Lower feed ingredient costs were a positive.
ConAgra Poultry made considerable progress in fiscal 1999, with results still
not up to potential, but much better than in fiscal 1998.

24 ConAgra, Inc. 1999 Annual Report

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ConAgra Poultry dramatically strengthened senior management during the
year. The new president is a well-respected business and industry leader, and
new executives leading manufacturing and sales are at the top of their fields.
We now have in place an excellent poultry management team poised for growth.

ConAgra Poultry benefited in fiscal 1999 from good fast-food demand, cost
improvements and an increasing percentage of value-added products. Professional
Food Systems, ConAgra Poultry's distribution business, had a good year, as did
the Puerto Rican chicken products business. Texas Signature Foods, which was
part of ConAgra Poultry, became part of ConAgra's processed meats business in
the middle of fiscal 1999.

Early in fiscal 2000, ConAgra Poultry introduced the unique "Fresh Trace"
symbol on Butterball Fresh Chicken products. Fresh Trace, which enables
Butterball to trace every chicken product from the farm to the store,
illustrates Butterball's commitment to freshness, quality and safety.

We expect continued improvement in ConAgra Poultry's results in fiscal 2000
as the new management team aggressively moves this business forward.

The turkey industry as a whole was unprofitable for the third straight year
as supply continued to outpace demand. While Butterball Turkey Company reduced
its operating loss during the year, results are still not up to the business'
potential.

Butterball is America's favorite brand of turkey, and Butterball branded
products continue to do well in the marketplace. Highlights of Butterball's
performance include volume increases in both branded further-processed turkey
products and branded whole birds. Value-added products grew significantly as a
percent of all Butterball sales, including cooked turkey products, Butterball
Fresh Cuts and fully prepared holiday turkey dinners. Lower feed ingredient
costs helped results in fiscal 1999.

Manufacturing efficiency in fiscal 2000 will be improved by the
consolidation and reorganization of Butterball's commodity turkey operations,
including the sale of a California turkey processing plant early in fiscal 2000.
Turkey supplies are expected to decline, and Butterball -- with its strong
consumer franchise -- is well-positioned for earnings improvement in a better
industry environment.

25 ConAgra, Inc. 1999 Annual Report

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<PAGE>

Agricultural Products
<TABLE>
<CAPTION>
[PIE CHART] [PIE CHART]
<S> <C>
Segment Sales Operating Profit
(In millions) (In millions)
1999 $5,579.5 1999* $354.8
1998 $5,611.1 1998 $390.2
% Change -.6% % Change -9.1%
</TABLE>
* Fiscal 1999 segment operating profit excludes certain non-recurring charges.
Segment operating profit after the charges was $311.6 million. See Note 3 on
page 49.

Operating profit increased in our crop inputs, specialty food ingredients, oat
processing and international businesses. Results declined for the grain
merchandising, commodity services, edible bean, flour milling and dry corn
processing businesses. As a result, segment sales decreased .6 percent and
Agricultural Products operating profit decreased 9.1 percent, due in part to
historically low commodity prices that slowed volume movements. Divestitures
contributed to the decreases in sales and operating profit.

26 ConAgra, Inc. 1999 Annual Report

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AGRICULTURAL INPUTS

PRINCIPAL ACTIVITIES: Distribution of crop inputs (seeds, fertilizer products,
crop protection chemicals and information systems) in the United States,
Argentina, Bolivia, Canada, Chile, Ecuador, France, Mexico, Peru, South Africa,
the United Kingdom and Zimbabwe.

MAJOR BRANDS: Clean Crop, ACA, mPOWER3, Savage, Shotgun, Starane and Signature.

United Agri Products (UAP) is a leading global distributor of crop inputs.
Annual sales are about $3.2 billion.

Crop protection chemical sales declined industrywide in UAP's fiscal 1999
for several reasons: depressed global commodity prices and struggling farm
economies worldwide, the rapid introduction of biotech seeds, and unfavorable
weather conditions in some regions. UAP again managed well in a challenging
environment, however, growing internationally, developing new products,
improving product mix, increasing joint opportunities with other ConAgra
companies and reorganizing to lower costs and increase efficiencies.

UAP added significantly to its international base in fiscal 1999, acquiring
a majority interest in Phyto-Service, S.A., a crop input business in France, and
forming a joint venture in the U.K. with SCATS, a large farmer-owned seeds, crop
input and grain business. UAP also started businesses in Argentina, Bolivia,
Ecuador and Peru during the year. A number of small acquisitions in the U.S.
added to UAP's domestic base.

New UAP products introduced during fiscal 1999 include Starane, a more
effective herbicide for wheat, developed jointly by UAP and Dow AgroSciences;
Signature, a new fertilizer developed exclusively for the growing golf course
market; and mPOWER3, an information systems program designed to help growers use
technology to increase yields. UAP also distributes new products developed by
its suppliers and continues as a leader in the distribution of new biotechnology
products designed to improve foods and farming.

In the U.S., UAP's most significant geographic region, planted acres of
corn and soybeans were up slightly in total. A wet spring in the Midwest and dry
conditions in the Southwest combined with low commodity prices and increased
usage of biotech seeds to reduce demand for crop inputs.

UAP responded by taking costs out of its system, introducing new products
and services for growers and marketing biotech products, resulting in increased
margins. Fiscal 1999 was UAP's 16th consecutive year of record sales and
earnings.

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In the middle of fiscal 1999, UAP restructured its U.S. organization --
from 22 operating companies to 13. The streamlined organization is designed to
make UAP even more responsive to customers and suppliers, and to increase
efficiencies and lower costs across the company.

Operation Overdrive initiatives to team up with other ConAgra companies
hold significant promise for UAP. The company is working with Lamb Weston to
supply products to potato growers and with ConAgra Grocery Products Company to
serve tomato growers. UAP is working with ConAgra Trade Group and Monsanto
Company to help U.S. growers find markets for biotech corn.

UAP continues to be a leader in responsible environmental stewardship. The
company is a longtime national leader in the recycling and reuse of empty crop
protection chemical containers, and runs an extensive program to educate
customers and businesses about the environmentally sensitive use of agricultural
chemicals. In the U.K., the Willmot Pertwee Conservation Trust works with
schools to promote knowledge and appreciation of conservation.

In the U.S., UAP has worked for three years with the U.S. Department of
Agriculture on an innovative initiative to encourage farmers to create buffer
strips -- land maintained in permanent vegetation -- to intercept potential
pollutants. More than 575,000 miles of buffer strips have been created since the
program began in 1997.

In UAP's fiscal 2000, the number of U.S. acres planted in corn and soybeans
is expected to be about the same as in fiscal 1999. UAP's success depends on
continuing to find new ways to help farmers succeed, continuing its domestic and
international growth, continuing to manage well in a rapidly changing
environment, increasing teamwork with other ConAgra companies and improving
efficiencies across its system. Although the difficult farm economy presents
major challenges for UAP, we expect another year of earnings growth.

The international fertilizer business had a reasonably good year in spite
of continued weak demand in Asian markets. Improved results in North and South
America more than made up for softness in Asia.

AGRICULTURAL TRADING AND PROCESSING

PRINCIPAL ACTIVITIES: Sourcing, trading, processing and distribution of
grain-based products and food ingredients around the world.

MAJOR BUSINESSES: Grain procurement and merchandising; food-related commodity
trading; commodity services; barley malting; dry edible bean processing and
merchandising; flour, oat and corn milling; specialty food ingredients
manufacturing.

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<PAGE>

ConAgra Trade Group was formed early in fiscal 1999. The Trade Group
includes ConAgra's grain, edible bean and commodity services businesses. ConAgra
Trade Group offers both external and internal customers responsive and
sophisticated purchasing, selling and risk management services.

ConAgra Trade Group's Agricultural Division (formerly ConAgra Grain
Companies) is the largest business in ConAgra Trade Group and is a leading
global grain merchandiser. A number of factors combined in fiscal 1999 to keep
the U.S. grain industry in a slump. Export demand was soft due to a global
oversupply of grain and the economic woes in Asia, ConAgra's leading grain
export market in more normal years. Grain prices were at historic or
near-historic lows. The low prices and U.S. government payments made it more
economical for some farmers to store grain rather than sell it.

Grain movement in the U.S. slowed dramatically as a result, and ConAgra's
grain business suffered along with the rest of the industry. Earnings declined
substantially from the fiscal 1998 level. The grain industry is not expected to
strengthen quickly, since large crops in most major global grain-producing areas
and weak demand have created an oversupply. We expect ConAgra Trade Group's
Agricultural Division to manage well in the tough environment and achieve some
earnings improvement in fiscal 2000.

In late fiscal 1999, the headquarters of ConAgra's grain business
consolidated from multiple locations to the new Global Trading Center on
ConAgra's headquarters campus in Omaha. The Global Trading Center is a
high-tech, high-energy, high-synergy nerve center for ConAgra's commodity and
financial trading activities. It is a marketplace where ConAgra companies can
source raw materials and more effectively manage their risk in an increasingly
complex market. The combination of so much of ConAgra's trading brainpower and
commodity buying power in one place creates a dynamic environment for teamwork.

In late fiscal 1999, ConAgra Trade Group's Agricultural Division and
Monsanto Company announced a joint marketing agreement for ConAgra to source
from U.S. producers corn that has been developed using biotechnology. ConAgra
will separate, or "identity preserve," biotech corn varieties not yet approved
for export to all markets. As part of the restructuring plan, ConAgra Trade
Group's Agricultural Division also closed nine grain elevators to improve
efficiencies across its system.

ConAgra Trade Group's feed ingredient merchandising and energy services
businesses were hurt by low commodity prices and low volatility in commodity
markets. Results were well below fiscal 1998's excellent performance.

KBC Trading and Processing Company's core business is the processing and
trading of dry edible beans. The bean business also was caught in the global

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<PAGE>

commodity price crash. Overall world bean demand was down and exports fell as
a result. KBC's results were not good, and were below the fiscal 1998 level.
As part of ConAgra's companywide restructuring, KBC will exit certain
unprofitable trading businesses in fiscal 2000.

ConAgra Flour Milling Company, a longtime leader in the U.S. flour milling
industry, has 25 mills in 14 states. ConAgra also jointly owns one flour mill
with another company. Annual flour volume, excluding the jointly owned mill, is
about 6.4 billion pounds.

The per capita consumption of flour and of grain-based foods in general
remains strong, but the healthy demand is resulting in new capacity and
increased competitiveness. The customer-focused ConAgra Flour Milling team is
responding aggressively, especially in fast-growing population areas of the U.S.
In late fiscal 1999, ConAgra acquired certain assets of Capitol Milling Co. LLC,
including a new, state-of-the-art flour mill in Southern California. A major
modernization and expansion project at a Colorado flour mill, expected to be
completed in late fiscal 2000, will create one of the most technologically
advanced flour mills in the U.S.

ConAgra Flour Milling had a good year, with operating profit over
expectations but down somewhat from fiscal 1998's outstanding results. Much of
the year-to-year difference was due to the superior-quality wheat crop in fiscal
1998, which increased manufacturing yields significantly. The wheat crop in
fiscal 1999 was closer to average, and yields moderated accordingly.

We expect flour demand to remain strong in fiscal 2000, and wheat supplies
and quality looked favorable as fiscal 1999 ended. A full year of Capitol
Milling contributions should boost results, and we expect increased earnings for
ConAgra Flour Milling in fiscal 2000.

Fiscal 1999 was the first full year for ConAgra's new flour mill in Puerto
Rico. The feed business in Puerto Rico was sold during the year. Puerto Rico
results improved substantially.

Results in other U.S. milling businesses were mixed. Earnings increased in
oat processing and declined in corn processing. An Operation Overdrive
initiative in fiscal 2000 will combine the administrative functions supporting
the flour, corn and oat processing businesses.

The most profitable of ConAgra's trading and processing businesses in
fiscal 1999 was United Specialty Food Ingredients Companies (USFI). USFI
manufactures and markets internationally a broad line of food ingredients --
flavorings, seasonings, blends and other specialty ingredients.

The largest USFI business is Gilroy Foods, a leading supplier of onion,
garlic, capsicum (pepper) and other food ingredients. Gilroy performed well in
fiscal 1999 despite the loss of more than half the U.S. garlic crop to disease.
Resulting volume shortfalls challenged Gilroy, but the Gilroy team scrambled and
found ways to meet supply commitments. Overall, operations improved

30 ConAgra, Inc. 1999 Annual Report

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from fiscal 1998's results. Results in other major USFI businesses were mixed,
but earnings for the USFI group as a whole increased significantly from the
strong fiscal 1998 level. USFI expects a good year in fiscal 2000.

Results were mixed for our international trading and processing businesses;
these businesses as a group achieved a strong earnings increase for the year.
ConAgra Iberia, our feed and food business in Spain and Portugal, had a good
year and beat both its plan and prior-year results. Iberia's poultry and feed
businesses performed well, and management organizations in Spain and Portugal
were combined to increase focus and reduce costs.

ConAgra Malt, a joint venture with South Africa-based Tiger Oats Limited,
had a difficult year. ConAgra Malt's domestic malt business in each of its major
regions did relatively well, but the export business was weak. European malt
subsidies had a major negative impact on malt margins worldwide and kept ConAgra
Malt at a significant disadvantage on the global market.

Results in soybean processing and the Australian wool business were better
than in fiscal 1998. Camerican International, a food importing business, was
sold at the end of fiscal 1999.

ConAgra owns 50 percent of Verde Valle, S.A., a leading packager and
distributor of grocery products in Mexico. Verde Valle has become a valued
partner in the sales and distribution of Act II popcorn products in Mexico and,
in fiscal 1999, the introduction in Mexico of a full line of Hunt's tomato
products. Sales of Verde Valle packaged rice and bean products in U.S. Hispanic
markets grew during the year. Verde Valle continued to make good progress in
spite of tough economic conditions in Mexico.

ConAgra and Tiger Oats Limited jointly own a majority interest in ITC
Agro-Tech Limited, a branded and commodity oil business in India. ITC
Agro-Tech's Sundrop branded oil is the market leader in India. ITC Agro-Tech did
very well in local markets, expanding distribution and improving margins, and
the company began introducing other basic foods in India. A collapse in global
oil prices hurt overall ITC Agro-Tech results, but this business gives ConAgra
an important base in the fast-growing India market. ITC Agro-Tech also has a
50-percent interest in a hybrid seed business in India.

Earnings for ConAgra's trading and processing businesses as a group
declined substantially from fiscal 1998's strong showing, with an earnings
increase by the processing businesses in total more than offset by a substantial
decline in the trading businesses. We expect meaningfully better results in the
new year.

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<PAGE>

Corporate Citizenship

ConAgra has long been committed to being a good corporate citizen in the
communities where ConAgra employees work and live. We aim to have a lasting,
positive impact on our communities, our industries and the countries in which we
do business.

In fiscal 1999, the ConAgra Foundation, the philanthropic arm of ConAgra,
made 230 grants in more than 70 ConAgra communities in 29 states. In addition,
ConAgra, Inc. and ConAgra operating companies made direct contributions to
hundreds more worthy causes in communities across the U.S. and in other nations.

Just as important, thousands of ConAgra employees gave generously of their
time, talents and resources to make their communities better places. We salute
the many ConAgrans who are community leaders, volunteers and contributors in
cities and towns around the world.

The power of Team ConAgra is at work in our communities.

HOME FOOD SAFETY EDUCATION We launched in 1999 a major three-year home food
safety education program in cooperation with the American Dietetic Association
(ADA). Results in survey after survey show that improved food handling by
consumers in their homes would dramatically decrease the incidences of
food-borne illness in the United States.

ConAgra has invested millions of dollars in state-of-the-art food safety
systems in our processing plants, and we continue to invest to ensure that the
foods we provide to consumers are as wholesome and safe as possible. After
products leave the store or the restaurant, however, how they are handled by
consumers impacts safety. Through our partnership with the ADA, we seek to make
a measurable impact on food safety further along the food chain and encourage
consumers to take control of food safety in their homes.

The ADA is one of the nation's most credible sources of science-based
information on nutrition, food safety and health. Working with the ADA, we will
aggressively promote a comprehensive education program built around four simple
messages:

- - Wash hands often.

- - Keep raw meats and ready-to-eat foods separate.

- - Cook to proper temperatures.

- - Refrigerate promptly below 40 DEG. #F.

Together, the ADA and ConAgra are working to make these common-sense
practices second nature for consumers.

32 ConAgra, Inc. 1999 Annual Report

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<PAGE>

Sales & Operating Profit by Segment
<TABLE>
<CAPTION>
1999 1998* 1997* 1996* 1995*
-------------------------------------------------------------------------------------------------
Including Excluding Including Excluding
Non-recurring Non-recurring Non-recurring Non-recurring
Dollars in millions Charges Charges Charges Charges
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Packaged Foods
Sales $ 7,465.5 $ 7,465.5 $ 7,192.2 $ 7,054.2 $ 6,627.6 $ 6,627.6 $ 6,133.5
Percent of total 30.3% 30.3% 29.7% 28.9% 27.2% 27.2% 25.8%
Operating profit 951.4 992.1 978.1 884.4 718.2 790.1 679.4
Percent of total 75.1% 58.1% 62.2% 56.3% 69.6% 53.2% 50.8%

Refrigerated Foods
Sales $ 11,549.3 $ 11,549.3 $ 11,416.2 $ 11,769.4 $ 12,028.0 $ 12,028.0 $ 12,565.7
Percent of total 47.0% 47.0% 47.1% 48.1% 49.5% 49.5% 52.7%
Operating profit 4.0 360.9 204.6 358.2 108.6 366.1 412.6
Percent of total .3% 21.1% 13.0% 22.8% 10.5% 24.7% 30.8%

Agricultural Products
Sales $ 5,579.5 $ 5,579.5 $ 5,611.1 $ 5,621.6 $ 5,665.7 $ 5,665.7 $ 5,130.6
Percent of total 22.7% 22.7% 23.2% 23.0% 23.3% 23.3% 21.5%
Operating profit 311.6 354.8 390.2 328.2 205.1 328.5 245.7
Percent of total 24.6% 20.8% 24.8% 20.9% 19.9% 22.1% 18.4%

Total
Sales $ 24,594.3 $ 24,594.3 $ 24,219.5 $ 24,445.2 $ 24,321.3 $ 24,321.3 $ 23,829.8
Operating profit** 1,267.0 1,707.8 1,572.9 1,570.8 1,031.9 1,484.7 1,337.7
Interest expense 316.6 316.6 300.7 279.2 307.5 307.5 280.0
General corporate expense 198.7 198.7 163.4 178.6 219.0 164.0 137.6
Goodwill amortization 69.4 69.4 67.8 69.0 69.9 69.9 71.8
Income before income taxes*** $ 682.3 $ 1,123.1 $ 1,041.0 1,044.0 $ 435.5 $ 943.3 $ 848.3
</TABLE>

* Fiscal years 1995 through 1998 have been restated to reflect acquisitions
accounted for as poolings of interest. See Note 2 on page 49.
** Operating profit is profit before interest expense, goodwill amortization,
general corporate expense and income taxes.
*** Excludes impact of change in accounting in 1998.

33 ConAgra, Inc. 1999 Annual Report

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<PAGE>

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. Years (1999, 1998, etc.) in this discussion refer to
ConAgra's May-ending fiscal years.

Non-recurring charges (see Note 3 to the financial statements) in the
fourth quarter of 1999 significantly affected ConAgra's results of operations in
1999. The charges totaled $440.8 million before income tax and $337.9 million
after income tax, or $.71 per diluted share. The non-recurring charges, on a
pretax basis, include restructuring reserves of $121.8 million and $319.0
million for write-downs of impaired assets under Statement of Financial
Accounting Standards ("SFAS") No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of.

The restructuring plan is part of Operation Overdrive, an initiative
commenced during fiscal 1999 to improve margins and sales, streamline operations
and to combine and utilize ConAgra's strengths. The restructuring plan will
cover approximately a 36-month period, and is aimed at consolidating capacity,
streamlining operations and improving profitability through margin improvement
and expense reductions. Approximately 6,700 jobs will be eliminated through the
closure of numerous manufacturing, processing, storage and distribution
facilities. The cost of the plan is expected to total $880 million over the
36-month period. Of the total charges, about $130 million is expected to be a
cash expense. In accordance with generally accepted accounting principles, the
remaining cost of the restructuring plan will be recognized when plans become
finalized, assets become available for sale or employees are notified of
termination.

The 1999 restructuring reserves include $69.4 million for assets to be
disposed of at 36 facilities, $45.1 million for employee-related cash outlays
and $7.3 million for other cash charges. The company expects to dispose of the
assets within 12 months and will continue to depreciate the assets during the
period facilities are operational. The asset impairment charge of $319.0 million
includes $114.1 million for write-downs of property, plant and equipment and
$204.9 million in write-downs of intangible and other assets. Most of this
impairment relates to the Refrigerated Foods segment, and is the result of
management's decision to consolidate and reorganize its turkey businesses.

ConAgra expects that the restructuring plan, in conjunction with other
sales-enhancing and efficiency initiatives of Operation Overdrive, will generate
substantial annual savings and margin

69
<PAGE>

improvements. ConAgra also expects that the company's revenues and liquidity
will not be materially affected by the restructuring plan.

In 1999, GoodMark Foods, Inc. and Fernando's Foods Corporation merged with
ConAgra through exchanges of shares. In 1998, mergers with Hester Industries,
Inc. and A.M. Gilardi & Sons, Inc. were completed. These business combinations
were accounted for as poolings of interest and the historical financial
statements were restated to give effect to the mergers as though the companies
had operated together from the beginning of the earliest period presented. The
following discussion and analysis is based on restated financial information.

FINANCIAL CONDITION AND CASH FLOW

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Dollars in millions 1999 1998 % Change
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Working capital $ 269.7 $ 444.0 (39)%

Property, plant & equipment, net 3,614.2 3,449.7 5

Intangible assets, net 2,408.7 2,391.7 1

Other noncurrent assets 467.1 429.4 9
- ------------------------------------------------------------------------------------
Total noncurrent assets 6,490.0 6,270.8 3
- ------------------------------------------------------------------------------------
Capital investment $ 6,759.7 $ 6,714.8 1
- ------------------------------------------------------------------------------------
</TABLE>

During 1999, capital investment increased $45 million, or 1%. The $165
million increase in property, plant and equipment and $38 million increase in
other noncurrent assets was offset by a $174 million decrease in working
capital. Investments in property, plant and equipment, including acquisitions,
totaled $763 million. The investments were offset by $412 million of
depreciation expense and $183 million in asset write-downs in connection with
the 1999 non-recurring charges.

Intangible assets are mainly goodwill related to acquisitions, principally
associated with ConAgra's acquisition of Beatrice Company in 1991. This goodwill
represents valuable assets such as respected brands with significant marketplace
acceptance. In 1999, increases in intangible assets as a result of the
tablespreads and Egg Beaters acquisition were largely offset by amortization and
write-downs of impaired intangible assets under SFAS No. 121. Goodwill
amortization was

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$69 million in 1999 and $68 million in 1998, while depreciation expense was
$412 million in 1999 and $375 million in 1998.

ConAgra financed its capital investment as shown in the following table:

CAPITALIZATION

Other noncurrent liabilities 782.8 847.3 (8)

Subordinated long-term debt 750.0 750.0 -

Subsidiary's preferred securities 525.0 525.0 -

Common stockholders' equity 2,908.8 2,839.0 2
- ------------------------------------------------------------------------------------
Total capitalization $ 6,759.7 $ 6,714.8 1
- ------------------------------------------------------------------------------------
</TABLE>

In 1999, senior long-term debt, excluding the current portion of long-term
debt, increased $40 million. Short-term borrowings backed by long-term credit
agreements and classified as long-term decreased $532 million, while other
senior debt issues increased $572 million.

Other noncurrent liabilities consist of estimated postretirement health
care and pension benefits, deferred income taxes and reserves for estimated
legal and environmental liabilities Beatrice Company incurred before its
acquisition by ConAgra. It will require a number of years to resolve remaining
issues related to the Beatrice liabilities. Resolution over time will use cash,
but is not expected to affect earnings adversely because ConAgra believes
reserves are adequate.

ConAgra's long-standing policy is to purchase on the open market shares of
the company's common stock to replace shares issued for conversion of preferred
stock, employee incentive and benefit programs, and smaller acquisitions
accounted for as purchases so that such issuance will not dilute earnings per
share. In 1999, ConAgra purchased on the open market 1 million shares of the
company's common stock at a cost of $31 million. During the seven years through
1999, ConAgra invested $1.68 billion to purchase the company's common stock on
the open market.

Common stockholders' equity increased $70 million in 1999 mainly because
net income and the value of shares issued exceeded $325 million in cash
dividends declared and the cost of shares purchased on the open market.

CASH FLOW - Cash provided by operating activities was $1,180 million in 1999,
compared to $623 million in 1998. The increase in 1999 versus 1998 was primarily
the result of higher sales advances

71
<PAGE>

in Agricultural Products and Refrigerated Foods and a lower level of
inventory increases, mainly in Refrigerated Foods. The non-recurring charges
had minimal impact on cash flow in 1999, since the majority of the charges
related to write-downs of assets. Depreciation and other amortization
increased $41 million in 1999 as compared to 1998.

In 1998, cash provided by operating activities was $623 million compared to
$967 million in 1997. The decrease in 1998 versus 1997 was primarily the result
of higher inventories in Agricultural Products and a higher level of receivables
across all businesses. Depreciation and amortization increased in 1998 as
compared to 1997.

Cash used for investing activities was $1,010 million in 1999. ConAgra
invested $662 million in property, plant and equipment and its investment in
businesses acquired, net of disposals, totaled $373 million in 1999. This was
mainly due to the $400 million acquisition of the tablespreads and Egg Beaters
business.

Cash used for investing activities was $395 million in 1998. ConAgra
invested $584 million in property, plant and equipment, down from the prior
year. Proceeds from businesses sold in 1998 exceeded cash acquisition
expenditures by $192 million as ConAgra issued common stock for certain
acquisitions.

In 1997, cash used for investing activities totaled $890 million;
investment in property, plant and equipment totaled $683 million and ConAgra's
investment in businesses acquired, net of disposals, was $166 million.

In 2000, ConAgra expects to invest $430 million to $450 million in
additions to property, plant and equipment of present businesses. In addition,
capital required in connection with restructuring activities is estimated at
$100 million for 2000. Capital projects in 1999 and planned for 2000 are broadly
based investments in modernization, efficiency and capacity expansion.

Cash used for financing activities in 1999 was $215 million. ConAgra issued
$595 million of senior notes, with $396 million issued at 7% and $199 million
issued at 5.5%. Long-term debt repayments totaled $70 million in 1999 and
ConAgra reduced the amount of short-term borrowings backed by long-term credit
agreements and classified as long-term by $532 million. Accounts receivable sold
increased by $125 million during 1999. Cash dividends paid totaled $312 million,
up 19%. The dividend rate was up 14% in 1999 over the prior year and the
remaining increase was caused by a larger number of shares outstanding, mainly
issued for acquisitions. The cost of stock repurchased in 1999 totaled $31
million. Short-term debt decreased slightly during 1999.

37 ConAgra, Inc. 1999 Annual Report

72
<PAGE>

In 1998, cash used for financing activities was $226 million. ConAgra
repaid $368 million of senior long-term debt and reduced the amount of
short-term borrowings backed by long-term credit agreements and classified as
long-term by $123 million. ConAgra issued $312 million of senior long-term
notes, with $300 million issued at 6.7%. The cost of stock repurchased by
ConAgra was $153 million in 1998 versus $267 million in 1997. Cash dividends
paid totaled $263 million, up 14% from the $230 million paid in 1997. Short-term
borrowings, used primarily to fund working capital needs, increased $318 million
in 1998 compared to a $104 million increase in 1997.

In 1997, cash used for financing activities was $84 million. ConAgra made
long-term debt repayments totaling $184 million. In 1997, ConAgra issued $435
million of senior long-term notes, with $400 million issued at 7.125%, and
increased short-term borrowings backed by long-term credit agreements and
classified as long-term by $51 million.

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 used to finance liquid and seasonal asset
requirements.

ConAgra's long-term debt objective is that senior long-term debt normally
will not exceed 30% of total long-term debt plus equity. Long-term subordinated
debt is treated as equity due to its preferred stock characteristics.

ConAgra's short-term debt objective is that at the end of their natural
fiscal year, most ConAgra businesses will eliminate short-term debt used to
finance assets other than hedged commodity inventories.

ConAgra met its long-term debt objective every year from 1976 through 1999,
except 1991 and 1992 when it temporarily exceeded its self-imposed long-term
debt limitation to acquire Beatrice. ConAgra has met its short-term debt
objective for the past 24 years.

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
1999, ConAgra's senior debt ratings were BBB+ (Duff & Phelps), Baa1 (Moody's)
and BBB+ (Standard & Poor's), all investment grade ratings.

Short-term credit is provided by the sale of commercial paper and bank
financing. Commercial paper borrowings are backed by multiyear bank credit
facilities. During 1999, short-term borrowing continued at interest rates below
the prime rate. Short-term debt averaged $3.05 billion in 1999 compared to $2.52
billion in 1998, excluding short-term borrowings classified as long-term.
Acquisition financing and increased working capital requirements caused the
increase in short-term debt. ConAgra uses cancelable and noncancelable leases in
its financing activities, particularly for

73
<PAGE>

transportation equipment. In 1999, cancelable lease expense was $155 million
versus $153 million in 1998, and noncancelable lease expense was $118 million
versus $115 million in 1998.

To maintain a conservative financial position, ConAgra focuses on cash flow
as well as its balance sheet. ConAgra's plans incorporate cash flow sufficient
to meet financing obligations, maintain capital investment and pay stockholder
dividends even if a severe and unexpected decline in earnings occurs. This
measure of cash-flow adequacy provides an effective tool for managing the
company's leverage.

ASSET LIQUIDITY - Many of ConAgra's businesses are current asset intensive.
Inventory and accounts receivables were 1.5 times property, plant and equipment
at the end of 1999 and 1998. The seasonal nature and liquidity of ConAgra's
current asset investments explain the company's significant use of short-term
debt and emphasis on repaying short-term debt at year end. From time to time,
ConAgra also obtains product financing for certain commodity inventories,
classified as advances on sales in the Consolidated Balance Sheets.

ConAgra's reported net sales understate the degree to which current assets
turn over during the year. For 1999, total sales invoiced to customers were
approximately $29.5 billion versus $24.6 billion reported net sales. This is
because grain, feed ingredient merchandising and international fertilizer
merchandising transactions include only gross margins in reported sales.

ConAgra's current ratio (current assets divided by current liabilities) was
1.05 to 1 at the end of 1999 and 1.09 to 1 at the end of 1998. ConAgra's
consolidated current ratio is a composite of various current ratios appropriate
for its individual businesses. The company focuses more on appropriate use of
short-term debt and trade credit financing than on the absolute level of its
current ratio. Some ConAgra businesses are able to generate substantial trade
credit that does not result in financing costs.

MARKET RISK - The principal market risks affecting ConAgra are exposure to
changes in commodity or energy prices and interest rates on debt. While the
company does have international operations, and operates in international
markets, it considers its market risk in such activities to be immaterial.

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

38 ConAgra, Inc. 1999 Annual Report

74
<PAGE>

Commodities are subject to price fluctuations that may 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.

ConAgra has established policies that limit the amount of unhedged
inventory positions permissible for ConAgra's independent operating companies.
Processing business 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.

ConAgra typically purchases certain commodities such as wheat, corn, oats,
soybeans, soybean meal, soybean oil, cattle and hogs for use in its processing
businesses. In addition, ConAgra purchases and sells certain commodities such as
wheat, corn, soybeans, soybean meal, soybean oil and oats in its trading
businesses. The commodity price risk associated with these activities can be
hedged by selling (or buying) the underlying commodity, or by using an
appropriate derivative commodity instrument. The particular hedging instrument
used by ConAgra depends on a number of factors, including availability of
appropriate derivative instruments. ConAgra utilizes exchange-traded futures and
options as well as non-exchange-traded derivatives, in which case the company
monitors the amount of associated credit risk.

The following table presents one measure of market risk exposure using
sensitivity analysis. Market risk exposure is defined as the change in the fair
value of the derivative commodity instruments assuming a hypothetical change of
10% in market prices. Actual changes in market prices may differ from
hypothetical changes. Fair value was determined using quoted market prices and
was based on the company's net derivative position by commodity at each month
end during the fiscal year. The market risk exposure analysis excludes the
underlying commodity positions that are being hedged. The underlying commodities
hedged have a high inverse correlation to price changes of the derivative
commodity instrument. Increased hedging activities, mainly in the cattle feeding
and domestic beef businesses, resulted in larger derivative positions in 1999
compared to 1998.

75
<PAGE>

EFFECT OF 10% CHANGE IN FAIR VALUE

- ---------------------------------------------------------------------------
In millions 1999 1998
- ---------------------------------------------------------------------------
<S> <C> <C>
PROCESSING BUSINESSES

Grains/Food

High $ 24.4 $ 30.0

Low 12.8 9.0

Average 17.1 23.6

Meats

High 48.8 22.5

Low 13.4 2.6

Average 32.3 11.1

TRADING BUSINESSES

Grains

High 21.9 16.4

Low 12.6 5.8

Average 16.4 11.5

Meats

High 5.9 -

Low - -

Average 1.4 -
</TABLE>

ENERGY - ConAgra's operating companies incur substantial energy costs in their
manufacturing facilities and incur higher operating expenses as a result of
increases in energy costs. ConAgra has formed an energy subsidiary to hedge the
company's operations against adverse price movements in energy costs, primarily
natural gas and electricity. In addition, the energy subsidiary trades
derivative commodity and financial instruments as a profit-making activity.
Trading is limited in terms of maximum dollar exposure and monitored to ensure
compliance with these limits. The subsidiary uses both exchange-traded
derivative commodity instruments and non-exchange-traded swaps and options. The
company monitors the amount of associated counterparty credit risk for
non-exchange-traded transactions.

The following presents one measure of market risk exposure using
sensitivity analysis. Market risk exposure is defined as the change in the fair
value of the derivative commodity and financial instruments assuming a
hypothetical change of 10% in market prices. Actual changes in market prices may
differ from hypothetical changes. Fair value was determined using quoted market
prices, if available, and was based on the subsidiary's net derivative position
by commodity at each month end during the fiscal year. The market risk exposure
analysis excludes the anticipated energy requirements or physical delivery
commitments that are being hedged by these instruments.

39 ConAgra, Inc. 1999 Annual Report

<PAGE>

EFFECT OF 10% CHANGE IN FAIR VALUE

- ---------------------------------------------------------
In millions 1999 1998
- ---------------------------------------------------------
<S> <C> <C>
ENERGY

High $8.7 $11.5

Low .7 2.1

Average 4.3 5.9
</TABLE>

INTEREST RATES - ConAgra uses interest rate swaps to hedge adverse interest rate
changes on a portion of its short-term debt. At May 30, 1999, the company had
$650 million notional value of interest rate swaps outstanding. These swaps
effectively change the interest rate on $650 million in short-term debt to a
5.8% fixed rate through the period ending December 31, 1999. Assuming year-end
fiscal 1999 variable rates and average short-term borrowings for fiscal 1999, a
one-hundred-basis-point change in interest rates would impact net interest
expense by $27.9 million, net of the effect of swaps. At May 31, 1998, the
company had $600 million notional value of interest rate swaps outstanding,
changing the interest rate on short-term debt to a 6% fixed rate through
December 22, 1998. Based on fiscal 1998 average balances and variable rates, a
one-hundred-basis-point change in interest rates would have impacted net
interest expenses by $25.6 million.

FOREIGN OPERATIONS - Transactions denominated in a currency other than an
entity's functional currency are generally hedged to reduce this market risk.
The company uses principally non-exchange-traded contracts to effect this
coverage. Market risk on such transactions is not material to the company's
results of operations or financial position.

The company's market risk from translation of foreign-based entities'
annual profit and loss, and from amounts permanently invested in foreign
subsidiaries, is not material.

YEAR 2000 - The Year 2000 ("Y2K") computer software compliance issues affect
ConAgra and most companies in the world. Historically, certain computer programs
were written using two digits rather than four to define the applicable year. As
a result, software may recognize a date using the two digits "00" as 1900 rather
than the year 2000. Computer programs that do not recognize the proper date
could generate erroneous data or cause systems to fail. ConAgra has established
a Y2K project office and contracted with an independent consulting group to
provide assistance with regard to ConAgra's Y2K compliance. ConAgra's Y2K
project covers both traditional computer systems and infrastructure ("IT
systems") and computer-based manufacturing, logistical and related systems
("non-IT systems"). The Y2K project has six phases: systems inventory,
assessment, renovation, validation, implementation and contingency planning.

<PAGE>

ConAgra operates on a decentralized independent operating company
("IOC") structure. Consequently, the Y2K project efforts may vary by IOC. For
both IT and non-IT systems, the status of the project generally ranges from
renovation to contingency planning. Based on its assessment of its major
information technology systems, ConAgra expects that necessary modifications
and/or replacements will be completed in a timely manner.

ConAgra's Y2K project also considers the readiness of significant customers
and suppliers. ConAgra does not have any suppliers or customers that are
material to its operations as a whole. Each IOC is verifying the readiness of
suppliers and customers that may be significant for such IOC.

Due to the decentralized IOC structure, there are few IT systems and non-IT
systems, the failure of which would have a material effect on ConAgra as a
whole. Such material systems include general ledger, payroll, fixed assets and
cash management systems. ConAgra's Y2K project includes contingency plans for
these systems that involve, among other things, manual workarounds and extra
staffing. ConAgra's Y2K project includes the development of a full contingency
plan for each IOC, and ConAgra presently expects to have such contingency
arrangements completed by September 1999.

ConAgra has incurred approximately $43 million of Y2K project expenses to
date. Future expenses are expected to include $7 million to $12 million of
additional costs. Such cost estimates are based upon presently available
information and may change as ConAgra continues with its Y2K project.

OPERATING RESULTS

This section addresses ConAgra's consolidated operating results shown in
the Consolidated Statements of Earnings and should be read together with Note 3
to the financial statements covering non-recurring charges and the business
segments information shown in Note 19 to the financial statements.

1999 COMPARED WITH 1998 - 1999 had 52 weeks versus 53 weeks in 1998. The effect
on earnings was not material.

NET SALES

- ----------------------------------------------------------------------------------
Dollars in millions 1999 1998 % Change
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Packaged Foods $ 7,465.5 $ 7,192.2 3.8%

Refrigerated Foods 11,549.3 11,416.2 1.2%

Agricultural Products 5,579.5 5,611.1 -.6%
- ----------------------------------------------------------------------------------
Total $24,594.3 $24,219.5 1.5%
- ----------------------------------------------------------------------------------
</TABLE>

40 ConAgra, Inc. 1999 Annual Report

<PAGE>

Cheese, frozen foods, chicken foodservice and pizza products contributed to
sales growth in Packaged Foods, although the main driver of the increase was the
tablespreads and Egg Beaters acquisition. Shelf-stable products experienced a
downturn in sales, mainly as a result of lower volumes due to the intense
competitive environment. In Refrigerated Foods, volume-related sales gains in
domestic beef, pork and poultry, coupled with the expansion of the meat trading
business, more than offset the impact of continued low commodity prices in
protein markets. The Australian beef business and branded processed meats
contributed significantly to the sales improvement. In Agricultural Products,
solid sales growth in crop inputs offset the adverse impact of low commodity
prices and reduced volume in the grain merchandising and trading businesses.
Excluding the impact of dispositions, Agricultural Products' sales were up
slightly in 1999 compared to 1998. For ConAgra in total, lower commodity selling
prices reduced 1999 sales by $275 million (1%). This was more than offset by the
impact of acquisitions, net of dispositions.

In 1999, gross margin (net sales minus cost of goods sold) increased
$227.6 million, up 6%, while gross margin as a percent of sales increased to
16.4% in 1999 from 15.7% in 1998. Gross margin dollar and percent gains in
Refrigerated Foods were the major factor in the improvement. Packaged Foods
gross margin dollars were up, largely due to the tablespreads and Egg Beaters
acquisition, while margins as a percent of sales were relatively unchanged
from 1998. Excluding the impact of dispositions, Agricultural Products
experienced gross margin dollar and percent gains over 1998.

Selling, general and administrative (SG&A) expenses increased $129.6
million, or 5.2%, in 1999, while SG&A as a percent of sales was 10.6% in 1999
and 10.2% in 1998. Increases occurred in all segments, as well as in the general
corporate component. Business expansion, mainly in crop inputs, and the
tablespreads and Egg Beaters acquisition, accounted for most of the increase.
Corporate expenses were impacted by Y2K spending, increased staffing for new
systems initiatives and higher expenses associated with Operation Overdrive
initiatives.

OPERATING PROFIT

Refrigerated Foods 4.0 204.6 -98.0%

Agricultural Products 311.6 390.2 -20.1%
- ----------------------------------------------------------------------------------
Total $1,267.0 $1,572.9 -19.4%
- ----------------------------------------------------------------------------------
</TABLE>

<PAGE>

Operating profit represents earnings before interest, goodwill
amortization, general corporate expense and income taxes.

Comparisons of 1999 versus 1998 operating profit are affected substantially
by non-recurring charges of $440.8 million before tax in 1999 for restructuring
and SFAS No. 121 asset write-downs. For purposes of segment reporting, these
charges are included in operating profit of the individual segment (see Notes 3
and 19).

In 1999, Packaged Foods operating profit was $951.4 million, down 2.7%,
including the non-recurring charges, or $992.1 million, up 1.4%, excluding the
charges. Excluding non-recurring charges, meat snacks, microwave popcorn, potato
products, chicken foodservice and pizza products all improved operating profits
in 1999, while frozen foods, shelf-stable products, cheese and seafood operating
profits declined. The tablespreads and Egg Beaters acquisition was a key
contributor of operating profit to the segment.

Refrigerated Foods 1999 operating profit was $4 million, down 98%,
including the non-recurring charges, or $360.9 million, up 76.4%, excluding the
charges. Excluding the charges, operating profit increased in all businesses --
branded processed meats, beef, pork and poultry. Volume growth and stabilization
of commodity prices drove the improvement.

Agricultural Products 1999 operating profit was $311.6 million, down 20.1%,
including the non-recurring charges, or $354.8 million, down 9.1%, excluding the
charges. Operating profit, excluding the charges, increased in specialty food
ingredients, crop inputs and international agricultural operations. This was
more than offset by operating profit decreases in grain merchandising and
trading operations. Low commodity prices and low volume caused most of the
decrease. Dispositions accounted for 5.6% of the segment's decrease.

ConAgra's total operating profit was $1.27 billion in 1999, down 19.4%,
including the charges, or $1.71 billion, up 8.6%, excluding the charges.

In 1999, net interest expense increased 5.3% to $316.6 million. Higher
borrowings were somewhat offset by lower short-term interest rates and the
impact of one-week's reduction in interest due to the 52- versus 53-week year.
Income before income tax in 1999 was $682.3 million, down 34.5%, including the
non-recurring charges, or $1,123.1 million, up 7.9%, excluding the charges. The
effective tax rate was 38% in 1999 versus 38.3% in 1998, excluding the impact of
non-recurring charges. The non-deductibility of intangible asset write-downs
under SFAS No. 121 resulted in a 47.5% effective tax rate, including
non-recurring charges.

Net income in 1999 was $358.4 million, down 42.8%, including the charges,
or $696.3 million, up 11.1%, excluding the charges. Net income in 1998 included
a $14.8 million charge for the cumulative effect of a change in accounting for
systems re-engineering costs.

41 ConAgra, Inc. 1999 Annual Report

<PAGE>

Diluted earnings per share in 1999 were $.75, down 43.2% from $1.32 in
1998, including the charges, and up 10.6%, excluding the charges. The impact of
non-recurring charges was $.71 per diluted share. The cumulative effect of the
change in accounting for systems re-engineering costs in 1998 was $.03 per
diluted share. Excluding both the 1999 non-recurring charges and the 1998
cumulative effect of change in accounting, diluted earnings per share were up
8.1%.

1998 COMPARED WITH 1997 - 1998 had 53 weeks versus 52 weeks in 1997. The effect
on earnings was not material.

NET SALES

- -----------------------------------------------------------------------------------
Dollars in millions 1998 1997 % Change
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Packaged Foods $ 7,192.2 $ 7,054.2 2.0%

Refrigerated Foods 11,416.2 11,769.4 -3.0%

Agricultural Products 5,611.1 5,621.6 -.2%
- -----------------------------------------------------------------------------------
Total $24,219.5 $24,445.2 -.9%
- -----------------------------------------------------------------------------------
</TABLE>

Seafood, potato products and frozen foods contributed to sales growth in
Packaged Foods. Shelf-stable foods sales increased slightly. The main cause of
the Refrigerated Foods sales decrease was lower commodity costs passed through
as lower selling prices in fresh beef, pork and poultry. In Agricultural
Products, a large sales increase in crop inputs was offset mainly by the sale of
a specialty retailing business in 1998's first quarter and lower commodity costs
passed through as lower selling prices in grain processing. For ConAgra in
total, lower commodity selling prices and business divestitures, net of sales
added by acquisitions, reduced 1998 sales by approximately $725 million, nearly
three percentage points.

In 1998, gross margin increased $106 million, up 2.9%, while gross margin
as a percent of sales increased to 15.7% in 1998 from 15.2% in 1997. Gross
margin dollar and percent gains in Packaged Foods and Agricultural Products more
than offset declines in Refrigerated Foods.

SG&A expenses increased $88 million, or 3.7%, in 1998 due to business
expansion, increased marketing spending and the extra week in the year. SG&A
expenses as a percent of sales increased to 10.2% in 1998 versus 9.7% in 1997.
SG&A expenses increased in all three business segments, excluding the specialty
retailing divestiture in Agricultural Products. The general corporate expense
component of SG&A expenses decreased $15.2 million, or 8.5%, to $163.4 million
in 1998 mainly due to lower incentive compensation and pension expense.

<PAGE>

OPERATING PROFIT

- ----------------------------------------------------------------------------------
Dollars in millions 1998 1997 % Change
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Packaged Foods $ 978.1 $ 884.4 10.6%

Refrigerated Foods 204.6 358.2 -42.9%

Agricultural Products 390.2 328.2 18.9%
- ----------------------------------------------------------------------------------
Total $ 1,572.9 $ 1,570.8 .1%
- ----------------------------------------------------------------------------------
</TABLE>

Most Packaged Foods businesses - frozen foods, potato products,
shelf-stable foods and seafood - contributed to that segment's gain in operating
income.

In Refrigerated Foods, operating profit growth in branded processed meats
and Australian beef was more than offset by a major decline in U.S. fresh meat
and poultry - the beef, pork, chicken and turkey products businesses. Excess
supplies of animal protein, lower realizations from byproducts and reduced Asian
export demand combined to depress industry selling prices and margins. As a
result, U.S. fresh meat and poultry was unprofitable in 1998.

Crop inputs, specialty food ingredients, commodity services and grain
processing drove Agricultural Products operating profit increases. Decreases in
grain merchandising and offshore operations partially offset these gains.

In 1998, net interest expense increased 7.7% to $300.7 million due to
slightly higher average borrowing balances and interest rates, lower interest
income and the extra week in the year. Income before income taxes and change in
accounting decreased .3% to $1.04 billion in 1998.

In 1998, ConAgra implemented a new Financial Accounting Standards Board
Emerging Issues Task Force directive requiring expensing rather than
capitalizing certain business systems re-engineering costs. This required
accounting change resulted in a cumulative one-time, non-cash provision of $14.8
million after tax, or $.03 per diluted share.

Before the accounting change, net income increased .6% to $641.8 million in
1998, and diluted earnings per share increased .7% to $1.35 from $1.34 in 1997.
The effective tax rate was 38.3% in 1998 versus 38.9% in 1997. Including the
accounting change, net income decreased 1.7% to $627.0 million, and diluted
earnings per share decreased 1.5% to $1.32.

42 ConAgra, Inc. 1999 Annual Report

<PAGE>

CONSOLIDATED STATEMENTS OF EARNINGS
CONAGRA, INC. AND SUBSIDIARIES
FOR THE FISCAL YEARS ENDED MAY
IN MILLIONS EXCEPT PER SHARE AMOUNTS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Net sales $ 24,594.3 $ 24,219.5 $ 24,445.2

Costs and expenses
Cost of goods sold 20,556.2 20,409.0 20,741.0
Selling, administrative and general expenses 2,598.4 2,468.8 2,381.0
Interest expense (Note 8) 316.6 300.7 279.2
Non-recurring charges (Note 3) 440.8 - -
------------ ------------ ------------
23,912.0 23,178.5 23,401.2
------------ ------------ ------------
Income before income taxes and cumulative effect of change in accounting 682.3 1,041.0 1,044.0
Income taxes (Note 14) 323.9 399.2 406.1
------------ ------------ ------------
Income before cumulative effect of change in accounting 358.4 641.8 637.9
Cumulative effect of change in accounting for
systems re-engineering costs - (14.8) -
------------ ------------ ------------
Net income $ 358.4 $ 627.0 $ 637.9
------------ ------------ ------------
------------ ------------ ------------
Income per share - basic (Note 4)
Income before cumulative effect of change in accounting $ .76 $ 1.38 $ 1.36
Cumulative effect of change in accounting - (.03) -
------------ ------------ ------------
Net income $ .76 $ 1.35 $ 1.36
------------ ------------ ------------
------------ ------------ ------------
Income per share - diluted (Note 4)
Income before cumulative effect of change in accounting $ .75 $ 1.35 $ 1.34
Cumulative effect of change in accounting - (.03) -
------------ ------------ ------------
Net income $ .75 $ 1.32 $ 1.34
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONAGRA, INC. AND SUBSIDIARIES
FOR THE FISCAL YEARS ENDED MAY
DOLLARS IN MILLIONS

Net income $ 358.4 $ 627.0 $ 637.9

Other comprehensive income
Currency translation adjustment 1.7 (35.9) 7.6
------------ ------------ ------------

Comprehensive income $ 360.1 $ 591.1 $ 645.5
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

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

43 ConAgra, Inc. 1999 Annual Report

<PAGE>

CONSOLIDATED BALANCE SHEETS
CONAGRA, INC. AND SUBSIDIARIES
DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNT

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
MAY 30 MAY 31
1999 1998
----------- -----------
<S> <C> <C>
ASSETS

Current assets
Cash and cash equivalents $ 62.8 $ 108.4
Receivables, less allowance for doubtful accounts
of $60.0 and $68.2 (Note 5) 1,637.5 1,546.9
Inventories (Note 6) 3,639.9 3,540.8
Prepaid expenses 315.9 341.6
----------- -----------
Total current assets 5,656.1 5,537.7
----------- -----------

Property, plant and equipment
Land 161.2 155.1
Buildings, machinery and equipment 5,205.8 4,827.0
Other fixed assets 426.9 379.8
Construction in progress 419.9 399.2
----------- -----------
6,213.8 5,761.1
Less accumulated depreciation (2,599.6) (2,311.4)
----------- -----------

Property, plant and equipment, net 3,614.2 3,449.7
----------- -----------
Brands, trademarks and goodwill, at cost
less accumulated amortization of $668.2 and $641.9 2,408.7 2,391.7
Other assets 467.1 429.4
----------- -----------
$ 12,146.1 $ 11,808.5
----------- -----------
----------- -----------
</TABLE>

44 ConAgra, Inc. 1999 Annual Report

<PAGE>

<TABLE>
<CAPTION>
MAY 30 MAY 31
1999 1998
----------- -----------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Notes payable $ 837.9 $ 858.1
Current installments of long-term debt 21.1 52.7
Accounts payable 2,036.5 1,971.0
Advances on sales 1,191.7 829.7
Accrued payroll 269.4 293.6
Other accrued liabilities 1,029.8 1,088.6
----------- -----------
Total current liabilities 5,386.4 5,093.7
----------- -----------

Senior long-term debt, excluding current installments (Note 8) 1,793.1 1,753.5
Other noncurrent liabilities (Note 9) 782.8 847.3
Subordinated debt (Note 8) 750.0 750.0
Preferred securities of subsidiary company (Note 10) 525.0 525.0
Common stockholders' equity (Notes 11, 12 and 13)
Common stock of $5 par value, authorized 1,200,000,000
shares; issued 519,648,673 and 519,424,034 2,598.2 2,597.1
Additional paid-in capital 219.4 320.0
Retained earnings 1,369.8 1,337.7
Foreign currency translation adjustment (65.9) (67.6)
Less treasury stock, at cost,
common shares 31,475,678 and 30,011,958 (749.9) (705.2)
----------- -----------
3,371.6 3,482.0
Less unearned restricted stock and value of 17,184,831 and
21,376,632 common shares held in Employee Equity Fund (Note 12) (462.8) (643.0)
----------- -----------
Total common stockholders' equity 2,908.8 2,839.0
----------- -----------
$ 12,146.1 $ 11,808.5
----------- -----------
----------- -----------
</TABLE>

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

45 ConAgra, Inc. 1999 Annual Report

<PAGE>

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
CONAGRA, INC. AND SUBSIDIARIES
FOR FISCAL YEARS ENDED MAY
COLUMNAR AMOUNTS IN MILLIONS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
FOREIGN EEF*
ADDITIONAL CURRENCY STOCK
COMMON COMMON PAID-IN RETAINED TRANSLATION TREASURY AND
SHARES STOCK CAPITAL EARNINGS ADJUSTMENT STOCK OTHER TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT MAY 26, 1996 522.9 $1,307.3 $ 416.0 $1,746.6 $ (39.3) $ (390.0) $ (686.9) $2,353.7
Shares issued
Stock option and incentive
plans .3 .6 2.0 .4 3.0
EEF*: stock option, incentive
and other employee benefit
plans 13.0 78.8 91.8
Fair market valuation of
EEF shares 204.8 (204.8) -
Acquisitions .1 1.1 4.3 5.5
Shares acquired
Incentive plans (10.1) 1.3 (8.8)
Treasury shares purchased (266.5) (266.5)
Shares retired (.5) (1.2) (5.6) 6.8 -
Foreign currency translation
adjustment 7.6 7.6
Dividends declared
Common stock, $.528 per share (237.3) (237.3)
Pooled companies (15.9) (15.9)
Net income 637.9 637.9
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 25, 1997 522.7 1,306.8 636.9 2,125.7 (31.7) (655.1) (811.6) 2,571.0
Shares issued
Stock option and incentive
plans .6 2.8 4.0 .5 7.3
EEF*: stock option, incentive
and other employee benefit
plans 34.7 70.5 105.2
Fair market valuation of
EEF shares (97.1) 97.1 -
Acquisitions 1.3 6.7 .4 3.3 2.2 12.6
Shares acquired
Incentive plans (19.4) 1.0 (18.4)
Treasury shares purchased (153.3) (153.3)
Shares retired (5.2) (26.2) (93.7) 119.9 -
Two-for-one stock split 1,307.0 (258.9) (1,048.1) -
Foreign currency translation
adjustment (35.9) (35.9)
Dividends declared
Common stock, $.605 per share (273.6) (273.6)
Pooled companies (2.9) (2.9)
Net income 627.0 627.0
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 31, 1998 519.4 2,597.1 320.0 1,337.7 (67.6) (705.2) (643.0) 2,839.0
Shares issued
Stock option and incentive
plans .2 1.1 1.8 .5 3.4
EEF*: stock option, incentive
and other employee benefit
plans 13.6 62.3 75.9
Fair market valuation of
EEF shares (116.4) 116.4 -
Acquisitions .4 2.2 2.6
Shares acquired
Incentive plans (16.6) 1.5 (15.1)
Treasury shares purchased (31.0) (31.0)
Shares retired (.2) .2 -
Foreign currency translation
adjustment 1.7 1.7
Dividends declared
Common stock, $.69175 per
share (324.9) (324.9)
Pooled companies (1.2) (1.2)
Net income 358.4 358.4
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 30, 1999 519.6 $2,598.2 $ 219.4 $1,369.8 $ (65.9) $ (749.9) $ (462.8) $2,908.8
----- -------- -------- -------- --------- --------- --------- --------
----- -------- -------- -------- --------- --------- --------- --------
</TABLE>

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

*Employee Equity Fund (Note 12)

46 ConAgra, Inc. 1999 Annual Report

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
CONAGRA, INC. AND SUBSIDIARIES
FOR THE FISCAL YEARS ENDED MAY
DOLLARS IN MILLIONS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
1999 1998 1997
---------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities
Net income $ 358.4 $ 627.0 $ 637.9
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and other amortization 430.4 389.0 357.2
Goodwill amortization 69.4 67.8 69.0
Cumulative effect of change in accounting and non-recurring charges 440.8 24.0 -
Other noncash items (includes nonpension postretirement benefits) 87.8 86.5 92.7
Change in assets and liabilities before effects from business acquisitions
Receivables (296.0) (191.4) 104.7
Inventories and prepaid expenses (68.0) (270.5) 321.3
Accounts payable and accrued liabilities 156.7 (109.2) (615.4)
---------- --------- ---------
Net cash flows from operating activities 1,179.5 623.2 967.4
---------- --------- ---------

Cash flows from investing activities
Additions to property, plant and equipment (662.3) (583.7) (682.7)
Payment for business acquisitions (421.9) (33.7) (197.8)
Sale of businesses and property, plant and equipment 48.5 225.9 31.4
Notes receivable and other items 25.5 (3.9) (40.5)
---------- --------- ---------
Net cash flows from investing activities (1,010.2) (395.4) (889.6)
---------- --------- ---------

Cash flows from financing activities
Net short-term borrowings (22.7) 317.7 104.2
Proceeds from issuance of long-term debt 595.2 311.8 483.2
Repayment of long-term debt (602.5) (490.8) (184.4)
Accounts receivable sold 125.5 (10.0) (11.9)
Cash dividends paid (312.4) (263.2) (229.9)
Cash distributions of pooled companies (1.2) (3.8) (16.7)
Treasury stock purchases (31.0) (153.3) (266.5)
Employee Equity Fund stock transactions 7.1 43.6 17.3
Other items 27.1 21.7 20.5
---------- --------- ---------
Net cash flows from financing activities (214.9) (226.3) (84.2)
---------- --------- ---------

Net increase (decrease) in cash and cash equivalents (45.6) 1.5 (6.4)
Cash and cash equivalents at beginning of year 108.4 106.9 113.3
---------- --------- ---------
Cash and cash equivalents at end of year $ 62.8 $ 108.4 $ 106.9
---------- --------- ---------
---------- --------- ---------
</TABLE>

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

47 ConAgra, Inc. 1999 Annual Report

87
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONAGRA, INC. AND SUBSIDIARIES
YEARS ENDED MAY 30, 1999, MAY 31, 1998 AND MAY 25, 1997
COLUMNAR AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS
- -------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FISCAL YEAR - The fiscal year of ConAgra ("ConAgra" or the "Company") ends
the last Sunday in May. The fiscal years for the consolidated financial
statements presented consist of 52-week periods (fiscal 1999 and 1997) or
53-week periods (fiscal 1998).

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.

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. The
investments in and the operating results of these foreign companies and
50%-or-less-owned entities are included in the financial statements on the
basis of the equity method of accounting. All significant intercompany
investments, accounts and transactions have been eliminated.

USE OF ESTIMATES - Preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions. These estimates or assumptions affect reported
amounts of assets, liabilities, revenue and expenses as reflected in the
financial statements. Actual results could differ from estimates.

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 properly reflect gross margins on
hedged transactions. 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 respective classes of assets
as follows:

<TABLE>
<CAPTION>
<S> <C>
Buildings 15 - 40 years
Machinery and equipment 5 - 20 years
Other fixed assets 5 - 15 years
</TABLE>

88
<PAGE>

BRANDS, TRADEMARKS, GOODWILL AND LONG-LIVED ASSETS - Brands and goodwill
arising from the excess of cost of investment over fair value of net
assets at date of acquisition and trademarks are amortized using the
straight-line method, principally over a period of 40 years. As required
by Statement of Financial Accounting Standards ("SFAS") No. 121, an
impairment is recognized when future undiscounted cash flows of assets are
estimated to be insufficient to recover their related carrying value. The
Company considers continued operating losses, or significant and long-term
changes in business conditions, to be its primary indicators of potential
impairment.

Recoverability of goodwill not identified with impaired assets under SFAS
No. 121 is evaluated on the basis of management's estimates of future
undiscounted operating income associated with the acquired business.

DERIVATIVE INSTRUMENTS - The Company uses derivatives for the purpose of
hedging commodity price and, to a lesser extent, interest rate exposure,
that exist as a part of its ongoing business operations.

INTEREST RATE SWAP AGREEMENTS - The Company utilizes interest rate swap
agreements to reduce the risk of changes in interest rates. Interest
differentials to be paid or received on such swaps are recognized in
income as incurred, as a component of interest expense.

COMMODITY CONTRACTS - The Company uses commodity futures and option
contracts, swaps and forward contracts to reduce the risk of price
fluctuations in various commodities traded or used in its businesses. In
the trading businesses, commodity contracts are marked-to-market with net
amounts due to or from counterparties recorded in accounts receivable or
payable and the related gains or losses recorded in the statement of
earnings. The Company's processing businesses reflect commodity contract
gains and losses as adjustments to the basis of underlying hedged
commodities purchased; gains or losses are recognized in the statement of
earnings as a component of cost of goods sold upon sale of the hedged
commodity.

In general, derivatives used as hedges must be effective at reducing the
risk associated with the exposure being hedged and must be designated as a
hedge at the inception of the contract. Changes in market values of
derivative instruments must be highly correlated with changes in market
values of underlying hedged items both at inception of the hedge and over
the life of the hedge contract. Deferred gains or losses related to any
instrument 1) designated but ineffective as a hedge of existing assets,
liabilities, or firm commitments, or 2) designated as a hedge of an
anticipated transaction which is no longer likely to occur, are recognized
immediately in the statement of earnings.

48 ConAgra, Inc. 1999 Annual Report

89
<PAGE>

Cash flows related to derivative financial instruments are classified in
the statements of cash flows in a manner consistent with those of
transactions being hedged.

NET SALES - Gross margins earned from grain, international fertilizer and
feed ingredients merchandised, which are included in net sales, total
$147.3 million, $214.3 million and $176.8 million for fiscal 1999, 1998
and 1997, respectively.

Sales and cost of sales, if reported on a gross basis for these
activities, would be increased by $4.9 billion, $6.0 billion and $6.0
billion for fiscal 1999, 1998 and 1997, respectively.

FAIR VALUES OF FINANCIAL INSTRUMENTS - Unless otherwise specified, the
Company believes the book value of financial instruments approximates
their fair value.

COMPREHENSIVE INCOME - Comprehensive income for all periods presented
consists of net income and foreign currency translation adjustments.
ConAgra deems its foreign investments to be permanent in nature and does
not provide for taxes on currency translation adjustments arising from
converting the investment in a foreign currency to U.S. dollars. There are
no reclassification adjustments to be reported in periods presented.

ACCOUNTING CHANGES -In fiscal 1999, the Company adopted SFAS No. 130,
REPORTING COMPREHENSIVE INCOME; SFAS No. 131, DISCLOSURES ABOUT SEGMENTS
OF AN ENTERPRISE AND RELATED INFORMATION and SFAS No. 132, EMPLOYERS'
DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS. These
standards expanded or modified disclosures and had no effect on the
Company's consolidated financial position, results of operations or cash
flows. See Notes 18 and 19.

In the third quarter of fiscal 1998, the Company recorded a one-time,
after-tax, non-cash charge of $14.8 million to comply with a recently
issued ruling by the Financial Accounting Standards Board's Emerging
Issues Task Force: (EITF) No. 97-13. This EITF requires business process
re-engineering costs associated with computer systems development to be
expensed as incurred. Previously, the Company had capitalized such costs
as development costs.

In June 1998, Statement of Financial Accounting Standards No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, was issued.
This standard will become effective in fiscal 2001. The Company has not
quantified the impact, if any, resulting from adoption of this standard.

90
<PAGE>

2. BUSINESS COMBINATIONS

On July 31, 1998, GoodMark Foods, Inc. (GoodMark) merged with ConAgra
through an exchange of shares. ConAgra issued approximately 7.8 million
shares of common stock for all outstanding shares of GoodMark. On July 31,
1998, Fernando's Foods Corporation (Fernando's) merged with ConAgra
through an exchange of shares. ConAgra issued approximately 1.3 million
shares of common stock for all outstanding shares of Fernando's.

During fiscal 1998, ConAgra completed mergers with Hester Industries, Inc.
(Hester) and A.M. Gilardi & Sons, Inc. (Gilardi), exchanging 3.7 million
and 3.8 million shares of ConAgra stock, for all outstanding shares of
Hester and Gilardi.

The above business combinations have been accounted for as poolings of
interest. The historical financial statements of the Company were restated
to give effect to all of the above acquisitions as though the companies
had operated together from the beginning of the earliest period presented.

Results of operations of the acquired businesses for periods prior to
acquisition date were as follows:

<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Net sales $ 379.0 $ 443.1

Net income $ 13.8 $ 22.9
</TABLE>

In the first quarter of fiscal 1999, ConAgra acquired the Egg Beaters and
tablespreads business from Nabisco, Inc. for $400 million. The
tablespreads business manufactures and markets margarine under Parkay,
Blue Bonnet, Fleischmann's, Touch of Butter, Chiffon and Move Over Butter
brand names. Egg Beaters is an egg alternative product. Annual sales of
the combined businesses are approximately $480 million. The acquisition
was accounted for as a purchase.

3. NON-RECURRING CHARGES

On May 12, 1999, the Company approved a 36-month restructuring plan aimed
at eliminating overcapacity, streamlining operations and improving
profitability through margin improvement and expense reductions. Employee
separations of approximately 6,700 employees will occur over the next
36 months, primarily in manufacturing and operating facilities. At May 30,
1999, 3,160 employees had been notified of separation. The decision to
exit certain facilities, product lines and businesses resulted in
decreased expected future cash flows, triggering asset impairment under
SFAS 121. The amount of impairment of such assets was calculated using
discounted cash flow and other business valuation methodologies.

49 ConAgra, Inc. 1999 Annual Report

<PAGE>

The estimated cost of this plan is $880 million, $440.8 million of which
is reflected in the current fiscal year. The remainder of the cost will be
recognized when plans become finalized, assets become available for sale
or employees are notified. The restructuring charges and write-downs of
impaired assets held for use are:

<TABLE>

RESTRUCTURING ASSET
CHARGES IMPAIRMENT TOTAL
------------- ------------ ------------
<S> <C> <C> <C>
Packaged Foods $ 36.8 $ 3.9 $ 40.7
Refrigerated Foods 53.6 303.3 356.9
Agricultural Products 31.4 11.8 43.2
------------- ------------ ------------
Total $ 121.8 $ 319.0 $ 440.8
------------- ------------ ------------
------------- ------------ ------------
</TABLE>

The after-tax effect of the non-recurring charges in fiscal 1999 was
$337.9 million or $.72 for basic income per share and $.71 for diluted
income per share.

Restructuring reserves were established in fiscal 1999 totaling $121.8
million. Of this amount, $69.4 million was recorded for assets to be
disposed of at 36 facilities, $45.1 million for employee-related cash
outlays and $7.3 million for other cash charges relating to the
restructuring initiative. The other charges consist of $2.5 million for
lease termination costs and $4.8 million for other contractual termination
costs. The Company expects to dispose of the assets within twelve months
and will continue to depreciate the assets during the period facilities
are operational. No significant payments were made in fiscal 1999.

The asset impairment charge of $319.0 million includes $114.1 million in
write-downs of property, plant and equipment and $204.9 million in
reductions of intangible and other assets. The intangible and other asset
write-downs occurred primarily in the Refrigerated Foods segment as a
result of management's decision to consolidate and reorganize its turkey
businesses.

4. INCOME PER SHARE

Basic income per share is calculated on the basis of weighted average
outstanding common shares. Diluted income per share is computed on the
basis of weighted average outstanding common shares plus equivalent shares
assuming exercise of stock options and conversion of outstanding
convertible securities, where dilutive.

92
<PAGE>

The following table reconciles the income and average share amounts used
to compute both basic and diluted income per share:

<TABLE>

1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
NET INCOME

Income before cumulative effect of
change in accounting $ 358.4 $ 641.8 $ 637.9
Cumulative effect of change in accounting - (14.8) -
--------- --------- ---------
Net income $ 358.4 $ 627.0 $ 637.9
--------- --------- ---------
--------- --------- ---------
INCOME PER SHARE - BASIC
Weighted average shares outstanding 470.0 465.5 468.1
--------- --------- ---------
--------- --------- ---------
INCOME PER SHARE - DILUTED
Weighted average shares outstanding - basic 470.0 465.5 468.1
Add shares contingently issuable upon
exercise of stock options 6.7 9.8 8.1
--------- --------- ---------
Weighted average shares outstanding 476.7 475.3 476.2
--------- --------- ---------
--------- --------- ---------
</TABLE>

At May 30, 1999, there were 8.9 million options outstanding with exercise
prices exceeding the market value of common stock that were therefore
excluded from the computation of shares contingently issuable upon
exercise of the options.

5. RECEIVABLES

The Company has agreements to sell interests in pools of receivables, in
an amount not to exceed $675 million at any one time. Participation
interests in new receivables may be sold, as collections reduce previously
sold participation interests. The participation interests are sold at a
discount that is included in selling, administrative and general expenses
in the Consolidated Statements of Earnings. Gross proceeds from the sales
were $649 and $524 million at fiscal year end 1999 and 1998, respectively.

6. INVENTORIES

The major classes of inventories are as follows:

<TABLE>

1999 1998
---------- ----------
<S> <C> <C>
Hedged commodities $ 1,306.2 $ 1,199.3
Food products and livestock 1,144.7 1,263.3
Agricultural chemicals, fertilizer and feed 597.4 581.4
Other, principally ingredients and supplies 591.6 496.8
---------- ----------
$ 3,639.9 $ 3,540.8
---------- ----------
---------- ----------
</TABLE>

50 ConAgra, Inc. 1999 Annual Report

93
<PAGE>

7. CREDIT FACILITIES AND BORROWINGS

At May 30, 1999, the Company has credit lines from banks which total
approximately $5.4 billion, including: $1.75 billion of long-term
revolving credit facilities maturing in September 2003; $1.75 billion
short-term revolving credit facilities maturing in September 1999; and
uncompensated bankers' acceptance and money market loan facilities
approximating $1.9 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.

The Company 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 1999
fiscal year were $3,052 million. This excludes an average of $383 million
of short-term borrowings that were classified as long-term throughout the
fiscal year (see Note 8). The highest period-end short-term indebtedness
during fiscal 1999 was $4,153.2 million. Short-term borrowings were at
rates below prime. The weighted average interest rate was 5.58% and 5.78%,
respectively, for fiscal 1999 and 1998.

In fiscal 1999, 1998 and 1997, the Company entered into interest rate swap
agreements to reduce the impact of changes in short-term borrowing rates.
At May 30, 1999, the Company had outstanding interest rate swap agreements
effectively changing the interest rate exposure on $650 million of
short-term borrowings from variable to a 5.8% fixed rate. The swap
agreements will mature on December 31, 1999. At May 31, 1998, the Company
had outstanding interest rate swap agreements effectively changing the
interest rate exposure on $600 million of short-term borrowings from
variable to a 6% fixed rate. The swap agreements matured in fiscal 1999.
At May 25, 1997, the Company had outstanding interest rate swap agreements
effectively changing the interest rate exposure on $1,400 million of
short-term borrowings from variable to fixed rates (ranging from 5.8% to
6.4%). The swap agreements matured in fiscal 1998. The net cost in fiscal
1999, 1998 and 1997, and the estimated fair value of these agreements as
of May 30, 1999 and May 31, 1998, were not material.

94
<PAGE>

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

<TABLE>

1999 1998
-------- --------
<S> <C> <C>
Senior Debt
Commercial paper backed by long-term revolving
credit agreements $ 153.2 $ 685.6
7.00% senior debt due in 2028 396.4 -
6.70% senior debt due in 2027 (redeemable at option of
holders in 2009) 300.0 300.0
7.125% senior debt due in 2026 (redeemable at option
of holders in 2006) 397.7 397.6
9.875% senior debt due in 2006 100.0 100.0
5.50% senior debt due in 2002 199.0 -
9.87% to 9.95% unsecured senior notes due in various
amounts through 2009 53.7 66.5
8.1% to 9.0% publicly issued unsecured medium-term
notes due in various amounts through 2004 117.0 119.5
5.75% to 9.28% Industrial Development Revenue Bonds
(collateralized by plant and equipment) due on
various dates through 2017 29.0 31.3
Miscellaneous unsecured 47.1 53.0
-------- --------
Total senior debt 1,793.1 1,753.5
-------- --------
Subordinated Debt
9.75% subordinated debt due in 2021 400.0 400.0
7.375% to 7.4% subordinated debt due through 2005 350.0 350.0
-------- --------
Total subordinated debt 750.0 750.0
-------- --------
Total long-term debt, excluding current installments $2,543.1 $2,503.5
-------- --------
-------- --------

</TABLE>

The aggregate minimum principal maturities of the long-term debt for each
of the five fiscal years following May 30, 1999 are as follows:

<TABLE>

<S> <C>
2000 $ 21.1
2001 19.8
2002 123.4
2003 208.3
2004 164.4

</TABLE>

Under the long-term credit facility referenced in Note 7, the Company has
agreements that allow it to borrow up to $1.75 billion through September
2003.

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

51 ConAgra, Inc. 1999 Annual Report

95
<PAGE>

Net interest expense consists of:

<TABLE>

1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Long-term debt $ 194.6 $ 206.9 $ 204.7
Short-term debt 166.5 143.2 129.2
Interest income (37.6) (38.0) (43.5)
Interest capitalized (6.9) (11.4) (11.2)
--------- --------- ---------
$ 316.6 $ 300.7 $ 279.2
--------- --------- ---------
--------- --------- ---------
</TABLE>

Net interest paid was $308.5 million, $300.6 million and $276.6 million in
fiscal 1999, 1998 and 1997, respectively.

Short-term debt interest expense of $20.0 million, $19.1 million and $21.8
million in fiscal 1999, 1998 and 1997, respectively, incurred to finance
hedged inventories, has been charged to cost of goods sold.

The carrying amount of long-term debt (including current installments) was
$2,564.2 million and $2,556.2 million as of May 30, 1999 and May 31, 1998,
respectively. Based on current market rates primarily provided by outside
investment bankers, the fair value of this debt at May 30, 1999 and May
31, 1998 was estimated at $2,665.1 million and $2,792.9 million,
respectively. The Company's long-term debt is generally not callable until
maturity.

9. OTHER NONCURRENT LIABILITIES

Other noncurrent liabilities primarily consist of:

<TABLE>

1999 1998
--------- ---------
<S> <C> <C>
Legal and environmental liabilities primarily
associated with the Company's acquisition
of Beatrice Company (acquired in fiscal 1991) $ 169.2 $ 279.9
Estimated postretirement health care and pensions 589.2 552.2
Deferred taxes and other 100.4 98.4
--------- ---------
858.8 930.5
Less estimated current portion 76.0 83.2
--------- ---------
$ 782.8 $ 847.3
--------- ---------
--------- ---------
</TABLE>

10. PREFERRED SECURITIES OF SUBSIDIARY COMPANY

ConAgra Capital, L.C., an indirectly controlled subsidiary of the Company,
has the following Preferred Securities outstanding:

4 MILLION SHARES OF 9% SERIES A CUMULATIVE PREFERRED ("SERIES A
SECURITIES")
Distributions are payable monthly.

96
<PAGE>

7 MILLION SHARES OF SERIES B ADJUSTABLE RATE CUMULATIVE PREFERRED
("SERIES B SECURITIES")
Distributions are payable monthly at a rate per annum, which is
adjusted to 95% of the highest of three U.S. Treasury security
indices, subject to a floor of 5.0% and a ceiling of 10.5% per
annum. The distribution rate in fiscal 1999 ranged from 5.0% to
5.6%.

10 MILLION SHARES OF 9.35% SERIES C CUMULATIVE PREFERRED ("SERIES C
SECURITIES")
Distributions are payable monthly.

For financial statement purposes, distributions on these Securities are
included in selling, administrative and general expenses in the
Consolidated Statements of Earnings as such amounts represent minority
interests.

The above Securities were issued at a price of $25 per share. All such
Securities are non-voting (except in certain limited circumstances), and
are guaranteed on a limited basis by ConAgra and, in certain limited
circumstances, are exchangeable for debt securities of ConAgra. The
Securities are redeemable at the option of ConAgra Capital, L.C. (with
ConAgra's consent) in whole or in part, on or after May 31, 1999 with
respect to Series A Securities, June 30, 1999 with respect to Series B
Securities, and February 29, 2000 with respect to Series C Securities, at
$25 per security plus accumulated and unpaid distributions to the date
fixed for redemption.

11. CAPITAL STOCK

The Company has authorized shares of preferred stock 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

There are no preferred shares issued or outstanding as of May 30, 1999.

In connection with a two-for-one split of the Company's common stock,
effective October 1, 1997, the Company issued 261.4 million shares
(including 17.1 million shares and 12.2 million shares added to treasury
stock and the Employee Equity Fund, respectively) in the form of a stock
dividend. All references in the financial statements with regard to number
of shares of common stock, related dividends and per share amounts have
been restated to reflect this stock split.

12. EMPLOYEE EQUITY FUND

In fiscal 1993, 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 that use
ConAgra common stock and does not change those plans or the amounts of
stock expected to be issued for those plans.

52 ConAgra, Inc. 1999 Annual Report

97
<PAGE>

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:

<TABLE>

1999 1998
---------- ----------
<S> <C> <C>
Shares held (in millions) 17.2 21.4

Cost - per share $ 14.552 $ 14.552
Cost - total 250.1 311.1

Fair market value - per share $ 26.0625 $ 29.25
Fair market value - total 447.9 625.3

</TABLE>

13. STOCK OPTIONS AND RIGHTS

Stock option plans approved by the stockholders provide for granting of
options to employees for purchase of common 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 to the employee. During
fiscal 1999, 1998 and 1997, 195,825 shares, 274,926 shares and 565,722
shares of restricted stock (including stock issued under incentive plans)
were issued. The value of the restricted stock, equal to fair market value
at the time of grant, is being amortized as compensation expense over the
vesting period. This compensation expense was not significant for fiscal
1999, 1998 and 1997. Options become exercisable under various vesting
schedules and generally expire ten years after the date of grant. 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 30, 1999 are summarized below:

<TABLE>

1999 1998 1997
-----------------------------------------------------------------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Beginning of year 23.6 $20.91 23.1 $17.01 23.3 $14.66

Granted 4.8 28.15 5.2 33.57 5.7 24.03
Exercised (3.3) 14.70 (3.4) 13.80 (4.3) 13.72
Canceled (1.6) 26.76 (1.3) 20.52 (1.6) 16.43

End of year 23.5 $22.86 23.6 $20.91 23.1 $17.01

Exercisable at end of year 14.4 $19.58 13.8 $16.99 13.0 $14.40

</TABLE>

98
<PAGE>

The following summarizes information about stock options outstanding as of
May 30, 1999:

<TABLE>

OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
REMAINING EXERCISE EXERCISE
RANGE OF EXERCISE PRICE SHARES LIFE PRICE SHARES PRICE
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 4.97 - $ 6.42 0.1 1.9 $ 5.15 0.1 $ 5.15
7.63 - 11.33 1.3 0.9 9.66 1.3 9.66
11.54 - 16.88 5.9 4.2 14.79 5.9 14.79
19.50 - 29.00 11.8 7.8 24.55 5.4 23.07
29.50 - 36.81 4.4 8.4 33.73 1.7 33.74

$ 4.97 - $ 36.81 23.5 6.6 $ 22.86 14.4 $ 19.58

</TABLE>

The Company has elected to account for its employee stock option plans
using the intrinsic value method of accounting. Accordingly, no
compensation expense is recognized for stock options because the exercise
price of the stock options equals the market price of the underlying stock
on the date of the grant.

Pro forma information regarding net income and income per share is
required by SFAS No. 123, assuming the Company accounted for its employee
stock options using the fair value method. The fair value of options was
estimated at the date of the grant using the Black-Scholes option pricing
model with the following weighted average assumptions for 1999, 1998 and
1997, respectively: risk-free interest rate of 4.29%, 6.03% and 6.40%; a
dividend yield of 2.2%, 2.1% and 2.2%; expected volatility of 20.0%, 19.1%
and 20.9%; and an expected option life of six years. The weighted average
fair value of options granted in fiscal 1999, 1998 and 1997 was $6.12,
$8.53 and $6.54, respectively. Pro forma net income and income per share
are as follows (because SFAS No. 123 is applicable only to options granted
subsequent to fiscal 1995, its pro forma effect will not be fully
reflected until fiscal 2000):

<TABLE>

1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Pro forma net income $344.3 $615.9 $631.2

Pro forma basic income per share .73 1.32 1.35

Basic income per share - as reported .76 1.35 1.36

Pro forma diluted income per share .72 1.30 1.33

Diluted income per share - as reported .75 1.32 1.34

</TABLE>

At May 30, 1999, approximately 10.5 million shares were reserved for
granting additional options and restricted or bonus stock awards.

53 ConAgra, Inc. 1999 Annual Report

99
<PAGE>

Each share of common stock carries with it one-half preferred stock
purchase right ("Right"). The Rights become exercisable 10 days after a
person (an "Acquiring Person") acquires or commences a tender offer for
15% or more of the Company's common stock. Each Right entitles the holder
to purchase one one-thousandth of a share of a new series of Class E
Preferred Stock at an exercise price of $200, subject to adjustment. The
Rights expire on July 12, 2006, and may be redeemed at the option of the
Company at $.01 per Right, subject to adjustment. Under certain
circumstances, if (i) any person becomes an Acquiring Person or (ii) the
Company is acquired in a merger or other business combination after a
person becomes an Acquiring Person, each holder of a Right (other than the
Acquiring Person) will have the right to receive, upon exercise of the
Right, 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 Rights were issued pursuant to a dividend declared by
the Company's Board of Directors on July 12, 1996, payable to stockholders
of record on July 24, 1996. The one Right for each outstanding share was
adjusted to one-half Right for each share effective October 1, 1997 as a
result of the two-for-one stock split. At May 30, 1999, the Company has
reserved 1 million Class E preferred shares for exercise of the Rights.

14. PRETAX INCOME AND INCOME TAXES

Income before taxes and cumulative effect of change in accounting
consisted of the following:

<TABLE>

1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
United States $ 570.8 $ 968.9 $ 997.4
Foreign 111.5 72.1 46.6
-------- -------- --------
$ 682.3 $1,041.0 $1,044.0
-------- -------- --------
-------- -------- --------
</TABLE>

The provision for income taxes includes the following:

<TABLE>

1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Current
Federal $ 280.7 $ 287.0 $ 271.8
State 52.1 56.6 59.0
Foreign 24.5 12.3 8.0
-------- -------- --------
357.3 355.9 338.8
-------- -------- --------
Deferred
Federal (30.0) 38.8 60.6
State (3.4) 4.5 6.7
Foreign - - -
-------- -------- --------
(33.4) 43.3 67.3
-------- -------- --------
$ 323.9 $ 399.2 $ 406.1
-------- -------- --------
-------- -------- --------

</TABLE>

100

<PAGE>

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 Statements of Earnings as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Computed U.S. federal income taxes $ 238.8 $ 364.3 $ 365.4
State income taxes, net of U.S. federal tax benefit 31.6 39.7 42.9
Nondeductible amortization of goodwill and other
intangibles 21.5 20.1 21.7
Export and jobs tax credits (12.2) (7.5) (6.3)
Permanent differences due to
non-recurring charges 57.3 - -
Other (13.1) (17.4) (17.6)
---------- --------- ----------
$ 323.9 $ 399.2 $ 406.1
========== ========= ==========
</TABLE>

Income taxes paid were $344.5 million, $282.3 million and $318.3 million
in fiscal 1999, 1998 and 1997, respectively. The Internal Revenue Service
has closed examinations of the Company's tax returns through fiscal 1992.
The IRS has proposed certain adjustments for later years, some of which
are being contested by the Company. The Company believes that it has made
adequate provisions for income taxes payable.

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

<TABLE>
<CAPTION>
1999 1998
-------------------------------------------------------
ASSETS LIABILITIES ASSETS LIABILITIES
-------------------------------------------------------
<S> <C> <C> <C> <C>
Depreciation and amortization $ - $361.2 $ - $ 342.8
Nonpension postretirement benefits 171.1 - 170.2 -
Other noncurrent liabilities which will
give rise to future tax deductions 194.2 - 216.0 -
Accrued expenses 76.5 - 74.5 -
Other 68.3 128.5 82.4 108.7
Non-recurring charges 150.6 - 59.5 -
------- ------- ------- -------
$ 660.7 $ 489.7 $ 602.6 $ 451.5
======= ======= ====== =======
</TABLE>

54 ConAgra, Inc. 1999 Annual Report

101

<PAGE>

15. COMMITMENTS

The Company leases certain facilities and transportation equipment under
agreements that expire at various dates. 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:
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Cancelable $ 154.8 $ 153.2 $ 134.4
Noncancelable 117.9 115.1 112.4
--------- --------- ---------
$ 272.7 $ 268.3 $ 246.8
========= ========= =========
</TABLE>

A summary of noncancelable operating lease commitments for fiscal years
following May 30, 1999 is as follows:
<TABLE>
<CAPTION>
TYPE OF PROPERTY
------------------------------------------
REAL AND OTHER TRANSPORTATION
PROPERTY EQUIPMENT
------------------------------------------
<S> <C> <C>
2000 $ 76.5 $ 31.6
2001 66.9 23.1
2002 56.0 11.4
2003 45.7 4.3
2004 36.8 2.1
Later years 59.0 6.5
------- -------
$ 340.9 $ 79.0
======= =======

</TABLE>

The Company had letters of credit, performance bonds and other commitments
and guarantees outstanding at May 30, 1999 aggregating approximately
$217.9 million.

16. CONTINGENCIES

In fiscal 1991, ConAgra acquired Beatrice Company ("Beatrice"). As a
result of the acquisition and the significant pre-acquisition
contingencies of the Beatrice businesses and its former subsidiaries, the
consolidated post-acquisition financial statements of ConAgra reflect
significant liabilities associated with the estimated resolution of these
contingencies.

102

<PAGE>

matters have been established based on the Company's best estimate of its
undiscounted remediation liabilities, which estimates include evaluation
of investigatory studies, extent of required cleanup, the known volumetric
contribution of Beatrice and other potentially responsible parties, and
its experience in remediating sites.

ConAgra is party to a number of other lawsuits and claims arising out of
the operation of its businesses. After taking into account liabilities
recorded for all of the foregoing matters, management believes the
ultimate resolution of such matters should not have a material adverse
effect on ConAgra's financial condition, results of operations or
liquidity.

17. DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses interest rate swaps to manage its interest rate risk, as
outlined in Note 7. In addition, the Company's energy subsidiary uses
derivative financial instruments in its trading activities in energy
markets. At May 30, 1999 the Company's energy subsidiary was party to
natural gas price swaps with a notional value of $265.9 million. The swap
agreements are settled in cash based on the difference between a fixed and
floating (index-based) price for the underlying commodity. All swaps
expire within twelve months, while most have a duration of no more than
six months. At May 31, 1998 the notional value of these financial
instruments was $509.7 million. All contracts are marked-to-market, with
gains and losses recorded in the income statement, consistent with all
trading business activity within the Company. The market risk on the net
position in energy derivative financial instruments was not material.

The Company performs credit assessments on all counterparties and obtains
additional guarantees of financial performance, if deemed necessary. The
predominance of these trades are swaps, where the Company pays or receives
only the difference between the contract value and the market value. The
amount at risk is therefore limited to the gain on the swap. The Company
does not anticipate any material loss because of nonperformance by a
counterparty.

Certain of the Company's operations use foreign exchange forwards to hedge
fixed purchase and sales commitments denominated in a foreign currency.
The fair value of these foreign exchange positions was not material as of
May 30, 1999 and May 31, 1998.

18. 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.

55 ConAgra, Inc. 1999 Annual Report

103

<PAGE>

Components of pension benefit costs and weighted average actuarial
assumptions are:
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
PENSION BENEFIT COST
Service cost $ 48.5 $ 44.4 $ 45.9
Interest cost 97.7 92.5 87.0
Expected return on plan assets (101.4) (92.4) (85.0)
Amortization of prior service costs 3.8 4.4 4.2
Amortization of transition obligation (2.7) (2.7) (2.7)
Recognized net actuarial loss 1.9 2.3 9.7
Curtailment (gain) loss and special benefits - (.1) .9
--------- --------- ---------
Pension benefit cost - Company plans 47.8 48.4 60.0
Pension benefit cost - Multi-employer plans 9.1 9.5 8.8
--------- --------- ---------
Total pension benefit cost $ 56.9 $ 57.9 $ 68.8
========= ========= =========
ACTUARIAL ASSUMPTIONS
Discount rate 7.25% 7.50% 7.00%
Long-term rate of return on plan assets 8.75 9.25 9.25
Long-term rate of compensation increase 5.50 5.50 5.50

</TABLE>
The change in projected benefit obligation, change in plan assets
and funded status of the plans at February 28, 1999 and 1998
were:

<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at beginning of year $ 1,376.3 $ 1,261.2
Service cost 48.5 44.4
Interest cost 97.7 92.5
Plan participants' contributions 0.1 0.1
Amendments 4.3 7.2
Actuarial loss 110.6 40.9
Other 1.4 -
Benefits paid (77.7) (70.0)
---------- ---------
Projected benefit obligation at end of year 1,561.2 1,376.3
---------- ---------
</TABLE>

104

<PAGE>

1999 1998
--------- --------
<S> <C> <C>
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year 1,504.6 1,254.7
Actual return on plan assets 103.8 288.2
Employer contributions 13.9 40.4
Plan participants' contributions 0.1 0.1
Investment and administrative expenses (10.7) (8.8)
Other 1.8 -
Benefits paid (77.7) (70.0)
--------- --------
Fair value of plan assets at end of year 1,535.8 1,504.6
--------- --------
FUNDED STATUS (25.4) 128.3
Unrecognized actuarial gain (135.3) (252.5)
Unrecognized prior service cost 27.4 26.9
Unrecognized transition amount (9.3) (11.6)
--------- --------
Accrued benefit cost $ (142.6) $ (108.9)
--------- --------
--------- --------
ACTUARIAL ASSUMPTIONS
Discount rate 6.75% 7.25%
Long-term rate of compensation increase 5.50 5.50

The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for pension plans with accumulated benefit
obligations in excess of plan assets at May 30, 1999 and May 31, 1998
were:
1999 1998
--------- --------

Projected benefit obligation $ 229.6 $ 190.3
Accumulated benefit obligation 215.7 174.5
Fair value of plan assets 143.2 131.0

</TABLE>

Plan assets are primarily invested in equity securities, corporate and
government debt securities and common trust funds. Included in plan assets
are 5.1 million shares of the Company's common stock at a fair market
value of $152.7 million at February 28, 1999.

The Company funds these plans in accordance with the minimum and maximum
limits established by law.

Certain employees of the Company are covered under defined contribution
plans. The expense related to these plans was $29.7 million, $29.0 million
and $28.6 million in fiscal 1999, 1998 and 1997, respectively.

56 ConAgra, Inc. 1999 Annual Report

105

<PAGE>

POSTRETIREMENT BENEFITS

The Company's postretirement plans provide certain medical and dental
benefits to qualifying U.S. employees.

Components of postretirement benefit costs and weighted average actuarial
assumptions are:

1999 1998 1997
--------- -------- ---------
<S> <C> <C> <C>
POSTRETIREMENT BENEFIT COST
Service cost $ 2.8 $ 2.7 $ 3.9
Interest cost 24.7 25.1 29.1
Expected return on plan assets (0.6) (0.7) (0.7)
Amortization of prior service cost (0.1) (0.1) (0.1)
Amortization of transition obligation 0.1 0.1 0.1
Recognized net actuarial (gain) loss (3.0) (3.7) -
Curtailment (gain) loss - 0.1 (1.0)
--------- -------- ---------
$ 23.9 $ 23.5 $ 31.3
--------- -------- ---------
--------- -------- ---------

ACTUARIAL ASSUMPTIONS
Discount rate 7.25% 7.50% 7.00%
Long-term rate of return on plan assets 13.70 13.70 13.70

The change in accumulated benefit obligation, change in plan assets and
funded status of the plans at February 28, 1999 and 1998 were:
1999 1998
--------- ---------
CHANGE IN ACCUMULATED BENEFIT OBLIGATION
Accumulated benefit obligation at beginning of year $ 351.5 $ 350.4
Service cost 2.8 2.7
Interest cost 24.7 25.1
Plan participants' contributions 2.6 2.2
Actuarial (gain) loss (5.5) 0.5
Acquisition 5.6 -
Benefits paid (31.0) (29.3)
Curtailments - (0.1)
--------- ---------
Accumulated benefit obligation at end of year 350.7 351.5
--------- ---------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year 5.5 5.7
Actual return on plan assets 0.7 0.7
Employer contributions 27.5 26.3
Plan participants' contributions 2.6 2.2
Benefits paid (31.0) (29.4)
--------- ---------
Fair value of plan assets at end of year 5.3 5.5
--------- ---------
FUNDED STATUS (345.4) (346.0)
Unrecognized net gain (92.5) (90.8)
Unrecognized transition amount 0.7 0.8
Unrecognized prior service cost (1.4) (1.5)
--------- ---------
Accrued benefit cost $ (438.6) $ (437.5)
--------- ---------
--------- ---------
ACTUARIAL ASSUMPTIONS
Discount rate 6.75% 7.25%

</TABLE>

106

<PAGE>

Benefit costs were generally estimated assuming retiree health care costs
would initially increase at a 6.0% annual rate for all participants. The
rates are assumed to decrease to a 5.5% annual growth rate in fiscal 2000
and remain at that level thereafter.

A one percentage point change in assumed health care cost rates would have
the following effect:

<TABLE>
<CAPTION>
One Percent One Percent
Increase Decrease
----------- -----------
<S> <C> <C>
Total service and interest cost components $ 3.3 $ (2.9)
Postretirement benefit obligation 33.0 (28.0)

The Company generally intends to fund claims as reported.
</TABLE>

19. BUSINESS SEGMENTS

During the fourth quarter of fiscal 1999, the Company adopted SFAS No.
131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION.
This statement establishes standards for the way public companies report
information about operating segments that is consistent with that made
available to the management of the Company in allocating resources and
assessing performance.

The Company has three segments, which are organized based upon similar
economic characteristics and are similar in the nature of products and
services offered, the nature of production processes, the type or class of
customer and distribution methods. Packaged Foods includes companies that
produce shelf-stable and frozen foods. This segment markets food products
in retail and foodservice channels. Refrigerated Foods includes companies
that produce and market branded processed meats, beef, pork, chicken and
turkey. Agricultural Products includes companies involved in distribution
of agricultural inputs and procurement, processing, trading and
distribution of commodity food ingredients and agricultural commodities.

Intersegment sales have been recorded at amounts approximating market.
Operating profit for each segment 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, goodwill amortization, interest
expense and income taxes have been excluded from segment operations. All
assets other than cash and those assets related to the corporate office
have been identified with the segments to which they relate. The Company
operates principally in the United States.

57 ConAgra, Inc. 1999 Annual Report

107

<PAGE>

<TABLE>

1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Sales to unaffiliated customers
Packaged Foods $ 7,465.5 $ 7,192.2 $ 7,054.2
Refrigerated Foods 11,549.3 11,416.2 11,769.4
Agricultural Products 5,579.5 5,611.1 5,621.6
--------- --------- ---------
Total $24,594.3 $24,219.5 $24,445.2
--------- --------- ---------
--------- --------- ---------
Intersegment sales
Packaged Foods $ 36.4 $ 34.1 $ 26.4
Refrigerated Foods 221.7 193.4 76.5
Agricultural Products 288.0 220.0 255.5
--------- --------- ---------
546.1 447.5 358.4
Intersegment elimination (546.1) (447.5) (358.4)
--------- --------- ---------
Total $ - $ - $ -
--------- --------- ---------
--------- --------- ---------
Net sales
Packaged Foods $ 7,501.9 $ 7,226.3 $ 7,080.6
Refrigerated Foods 11,771.0 11,609.6 11,845.9
Agricultural Products 5,867.5 5,831.1 5,877.1
Intersegment elimination (546.1) (447.5) (358.4)
--------- --------- ---------
Total $24,594.3 $24,219.5 $24,445.2
--------- --------- ---------
--------- --------- ---------
Operating profit (Note a)
Packaged Foods $ 951.4 $ 978.1 $ 884.4
Refrigerated Foods 4.0 204.6 358.2
Agricultural Products 311.6 390.2 328.2
--------- --------- ---------
Total operating profit 1,267.0 1,572.9 1,570.8

Interest expense 316.6 300.7 279.2
General corporate expenses 198.7 163.4 178.6
Goodwill amortization 69.4 67.8 69.0
--------- --------- ---------
Income before tax and cumulative effect
of change in accounting $ 682.3 $ 1,041.0 $ 1,044.0
--------- --------- ---------
--------- --------- ---------
Identifiable assets
Packaged Foods $ 4,752.7 $ 4,327.5 $ 4,284.2
Refrigerated Foods 3,411.0 3,830.3 3,675.4
Agricultural Products 3,582.8 3,249.1 3,042.0
Corporate 399.6 401.6 450.2
--------- --------- ---------
Total $12,146.1 $11,808.5 $11,451.8
--------- --------- ---------
--------- --------- ---------
Additions to property, plant and
equipment - including businesses acquired
Packaged Foods $ 376.9 $ 263.2 $ 267.0
Refrigerated Foods 224.5 206.9 296.0
Agricultural Products 136.1 124.1 173.5
Corporate 25.7 8.6 5.6
--------- --------- ---------
Total $ 763.2 $ 602.8 $ 742.1
--------- --------- ---------
--------- --------- ---------

</TABLE>

108
<PAGE>

<TABLE>

1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Depreciation and amortization
Packaged Foods $ 243.9 $ 221.6 $ 212.1
Refrigerated Foods 190.9 175.9 156.8
Agricultural Products 63.2 56.8 55.8
Corporate 1.8 2.5 1.5
--------- --------- ---------
Total $ 499.8 $ 456.8 $ 426.2
--------- --------- ---------
--------- --------- ---------
</TABLE>

Note a: Fiscal 1999 includes before-tax non-recurring charges of $440.8
million (Note 3). The charges were included in operating profit as
follows: $40.7 million in Packaged Foods; $356.9 million in Refrigerated
Foods; and $43.2 million in Agricultural Products.

58 ConAgra, Inc. 1999 Annual Report

109
<PAGE>

20. QUARTERLY RESULTS (UNAUDITED)

<TABLE>
<CAPTION>
INCOME (LOSS)
NET PER SHARE STOCK MARKET PRICE DIVIDENDS
NET GROSS INCOME ------------------ -------------------- DECLARED
SALES PROFIT (LOSS) BASIC DILUTED HIGH LOW PER SHARE
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1999
----
First $ 6,483.4 $ 917.5 $ 109.3 $ .23 $ .23 $ 33.25 $ 22.56 $ .15625

Second 6,404.4 1,105.9 219.0 .47 .46 32.44 24.63 .17850

Third 5,693.3 1,007.1 171.4 .36 .36 34.38 29.25 .17850

Fourth 6,013.2 1,007.6 (141.3)* (.30)* (.30)* 31.25 23.13 .17850
----------- ----------- -------- ------- ------- ---------
Year $ 24,594.3 $ 4,038.1 $ 358.4* $ .76* $ .75* $ 34.38 $ 22.56 $ .69175
----------- ----------- -------- ------- ------- ---------
----------- ----------- -------- ------- ------- ---------

1998
----
First $ 6,262.8 $ 883.4 $ 118.3 $ .25 $ .25 $ 35.81 $ 29.63 $ .13625

Second 6,548.1 1,037.2 217.2 .47 .46 37.25 28.69 .15625

Third 5,468.0 875.5 133.7** .29** .28** 38.75 27.00 .15625

Fourth 5,940.6 1,014.4 172.6 .37 .36 32.94 27.88 .15625
----------- ----------- -------- ------- ------- ---------
Year $ 24,219.5 $ 3,810.5 $ 641.8** $ 1.38** $ 1.35** $ 38.75 $ 27.00 $ .60500
----------- ----------- -------- ------- ------- ---------
----------- ----------- -------- ------- ------- ---------
</TABLE>

* Includes non-recurring charges of $337.9, or $.72 and $.71 for basic
and diluted income per share, respectively (See Note 3).

** Amounts presented exclude one-time cumulative effect of change in
accounting for business process re-engineering costs associated with
computer systems development of $14.8 million after-tax or $.03 per
share for both basic and diluted income per share.

59 ConAgra, Inc. 1999 Annual Report

110

<PAGE>

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 30, 1999 and May 31, 1998, and the related
consolidated statements of earnings, comprehensive income, common stockholders'
equity and cash flows for each of the three years in the period ended May 30,
1999. 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 30, 1999 and May 31, 1998, and the results of their operations and their
cash flows for each of the three years in the period ended May 30, 1999 in
conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
July 9, 1999
Omaha, Nebraska

111

<PAGE>

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 62 and 63 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
statement 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.

60 ConAgra, Inc. 1999 Annual Report

112

<PAGE>

EXHIBIT 21

SUBSIDIARIES OF CONAGRA

ConAgra, Inc. is the parent corporation owning 100% (unless otherwise noted) of
the voting securities of the following subsidiaries as of May 30, 1999:

<TABLE>
<CAPTION>
Jurisdiction of
Subsidiary Incorporation
- ---------- --------------
<S> <C>
A.M. Gilardi & Sons, Inc. Ohio

Alabama Processors, Inc. Alabama

Armour Food Co. - Iowa Iowa

Arrow CAG, Inc. Delaware

Arrow Industries, Inc. Texas

Banquet Foods (Canada) Corporation Canada

BCF, Inc. Texas

Brown Water Towing, Inc. Delaware

CAG 31, Inc. Delaware

CAG Real Estate, Inc. Nebraska

CG REIT, Inc. Nebraska

ConAgra Brands, Inc. Nebraska

ConAgra Capital L.C. (indirectly controlled) Iowa

ConAgra Caribbean Distributors, Inc. Puerto Rico

ConAgra Energy Services, Inc. Delaware

ConAgra Fertilizer Company Nebraska

ConAgra Foreign Sales Corporation, Inc. Guam

ConAgra Functional Foods, Inc. Nebraska

ConAgra Grocery Products Company (owns 100% of the voting securities of ten
domestic corporations, 70% of one foreign corporation and 100% of three foreign
corporations, all engaged principally in the production
and marketing of retail, foodservice and industrial food products) Delaware

ConAgra International (Far East) Limited (owns 100% of the voting securities of
four foreign corporations engaged
principally in the worldwide commodities trading business) Hong Kong

ConAgra International Fertilizer Company Delaware
</TABLE>

113
<PAGE>

EXHIBIT 21 (CONTINUED)

<TABLE>
<CAPTION>
Jurisdiction of
Subsidiary Incorporation
- ---------- --------------
<S> <C>
ConAgra International, Inc. (owns 100% of the voting securities of 17 foreign
corporations, 99% of ten foreign corporations, 98% of two foreign corporations,
85% of one foreign corporation, 50% of two foreign corporations and 30% of two
foreign corporations, all engaged principally in the worldwide commodities
trading business and the processing of beef, wool and malt) Delaware

ConAgra International, S.A. Spain

ConAgra Lonergan Corporation Nebraska

ConAgra Poultry Company (owns 100% of two domestic corporations
engaged principally in poultry operations) Delaware

ConAgra Relocation Services, Inc. Delaware

ConAgra Shared Purchasing, Inc. Delaware

ConAgra Trade Group, Inc. (owns 100% of the voting securities of
one domestic corporation) Delaware

ConAgra Transportation, Inc. Delaware

Council Bluffs Payroll Company Delaware

Fernando's Foods Corporation California

Golden Valley Microwave Foods, Ltd. United Kingdom

GoodMark Foods, Inc. (owns 100% of the voting securities of
three domestic corporations and one foreign corporation) North Carolina

Hester Industries, Inc. Virginia

Holly Ridge Foods, Inc. North Carolina

Illini, Inc. Delaware

International Pizza Corporation Ohio

Investment Resource Services, Inc. Delaware

J.R.R.W. Transport, Inc. Iowa

Kurt A. Becher GmbH & Company KG Germany

Lamb-Weston, Inc. (owns 100% of the voting securities
of two domestic corporations and one foreign corporation,
all engaged in the potato products business) Delaware

Lovette Company, Inc. North Carolina

Meridian Seafood Products, Inc. (owns 100% of the voting
securities of one domestic corporation) Delaware
</TABLE>

114
<PAGE>

EXHIBIT 21 (CONTINUED)

<TABLE>
<CAPTION>
Jurisdiction of
Subsidiary Incorporation
- ---------- --------------
<S> <C>
MHC, Inc. Oregon

Miller Bros. Company, Inc. Utah

Molinos de Puerto Rico, Inc. Nebraska

Monfort, Inc. (owns 100% of the voting securities
of four domestic corporations and one foreign corporation,
all engaged principally in the livestock feeding
and processing business) Delaware

Rygmyr Foods, Inc. Minnesota

Sergeant's Pet Products, Inc. Delaware

Superior Barge Lines, Inc. (80% owned) Delaware

Swift & Company Delaware

To-Ricos, Inc. Nebraska

United Agri Products, Inc. (owns 100% of the voting securities
of 29 domestic corporations, all engaged principally
in the agricultural chemicals business) Delaware

USFI-Gilroy, Inc. Delaware

Weld Insurance Company, Inc. Colorado

Zoll Foods Corporation Illinois

The corporations listed above and on the previous page are included in the
consolidated financial statements, which are a part of this report.
</TABLE>

115
<PAGE>

EXHIBIT 21 (CONTINUED)

ConAgra and its subsidiaries account for the following investments using the
equity method of accounting:

<TABLE>
<CAPTION>
Jurisdiction of
Subsidiary Incorporation
- ---------- -------------
<S> <C>
Saprogal (99.98% owned) Spain
Sapropor (99.87% owned) Portugal
Barrett Burston Malting Co. Pty. Ltd. (50% owned) Australia
Agri-Pacific Co., Ltd. (50% owned) Taiwan
CAG 29, B.V. (50% owned) Denmark
Canada Malting Company Limited (50% owned) Canada
Concampo S.A. de C.V. (50% owned) Mexico
European Oat Millers Ltd. (50% owned) United Kingdom
Great Western Malting Co. (50% owned) Delaware
IMEX International Pty. Ltd. (50% owned) South Africa
Malt Real Property Pty. Ltd. (50% owned) Australia
Pecom-Agra, S.A. (50% owned) Argentina
Productos Verde Valle S.A. de C.V. (50% owned) Mexico
Tecnica Agricola de Mexico S.A. de C.V. (50% owned) Mexico
Tradoil, Inc. (50% owned) Panama
Ulgrave Limited (50% owned) United Kingdom
</TABLE>

116

<PAGE>

EXHBIT 23

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, 1999, of
our reports dated July 9, 1999, appearing in and incorporated by reference in
the Annual Report on Form 10-K of ConAgra, Inc. for the year ended May 30, 1999.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Omaha, Nebraska
August 25, 1999

117

<PAGE>

EXHIBIT 24

POWER OF ATTORNEY

The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Bruce C. Rohde 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 30, 1999, 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.