UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                  July 25, 2005
                Date of report (Date of earliest event reported)

                               ConAgra Foods, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

                    1-7275                    47-0248710
           (Commission File Number) (IRS Employer Identification No.)

                                One ConAgra Drive
                                 Omaha, NE 68102
               (Address of Principal Executive Offices) (Zip Code)

                                 (402) 595-4000
                         (Registrant's Telephone Number,
                              Including Area Code)


        ----------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))







Item 1.01. Entry into a Material Definitive Agreement.

     Exhibit 10.1 is attached  hereto and  incorporated  herein by reference and
includes  information on fiscal 2006 incentive  compensation  of named executive
officers of ConAgra Foods.

Item 9.01.  Financial Statements and Exhibits

     Exhibit 10.1 Executive Compensation 2006 Incentive Programs







                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                         CONAGRA FOODS, INC.


Date:  July 28, 2005                     By:     /s/ Frank S. Sklarsky
                                            ___________________________________
                                            Name:   Frank S. Sklarsky
                                            Title:  Executive Vice President,
                                                    and Chief Financial Officer






                                  EXHIBIT INDEX


Exhibit               Description                                     Page No.


10.1     Executive Compensation 2006 Incentive Programs ...............  5