Conagra Brands (CAG) 10-Q 2007 Q2 Quarterly report

Exhibit 10.23.1

Form of Acceptance of Request for Extension

October ____, 2006

CONAGRA FOODS, INC.
One ConAgra Drive
Omaha, Nebraska  68102

Re: Long-Term Revolving Credit Agreement dated as of December 16, 2005
with ConAgra Foods, Inc.

Attention:  Scott Schneider, Assistant Treasurer

Dear Scott:

We have received your Request for Extension, dated October 3, 2006, and pursuant         to Section 2.18 of the Agreement, we hereby accept the extension as set forth in              your request.  As a result of such extension, the new Termination Date will be             December 16, 2011.

We have made a notation of this extension on the Schedule of Loans, Payments of Principal and Extension attached to our Syndicated Note(s).

Very truly yours,

By:
	Lender:
	Name:
	Title:

61

Exhibit 10.23.1

Participating Financial Institutions Executing Consent

ABN Amro Bank

BancaIntesa

Banca Nazionale Del Lavoro

Banco Bilbao Vizcaya Argentaria

Bank of America

The Bank of Nova Scotia

Bank of Toyko-Mitsubishi UFJ, Ltd., Chicago Branch

Barclays Capital

BNP Paribas

Citibank

CoBank

JP Morgan Chase

Lehman Brothers Inc.

Merrill Lynch

Mizuho Corporate Bank Ltd.

Morgan Stanley

Rabobank International

Royal Bank of Scotland

Societe Generale

State Street Bank and Trust Company

Sun Trust Bank

Toronto Dominion

UBS Loan Finance LLC

US Bank

Wachovia Bank

Wells Fargo, National Association

62