SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
One) OF THE SECURITIES EXCHANGE ACT OF 1934
X (FEE REQUIRED)

For the fiscal year ended May 29, 1994

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

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 on
Title of Each Class Which Registered
- ------------------- -------------------
Common Stock, $5.00 par value New York Stock
Exchange
Preferred Stock Class E,
Series 1, $25 Par Value New York Stock
Exchange

Securities Registered Pursuant to Section 12 (g) of the Act:
- -----------------------------------------------------------
Preferred Stock Class D, without par value

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. _____

At August 5, 1994, 248,114,962 common shares were outstanding.
The aggregate market value of the voting stock (including
common stock, $2.50 Class D Preferred Stock, and $25 Class E
Preferred Stock) of ConAgra, Inc. held by non-affiliates on
August 5, 1994 was approximately $7,856,362,302.

Documents incorporated by reference are listed on page 2.

Documents Incorporated by Reference

1. Portions of the Registrant's Annual Report to
Stockholders for the fiscal year ended May 29, 1994, are
incorporated into Parts I, II and IV.

2. Portions of the Registrant's definitive Proxy Statement
filed for Registrant's 1994 Annual Meeting of Stockholders are
incorporated into Part III.

PART I

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.

The information set forth in Note 2 "Business
Combinations" on page 40 of the Company's 1994 Annual
Report to Stockholders is incorporated herein by
reference.

b) Financial Information About Industry Segments

The Company's businesses are classified into three
industry segments: Agri-Products, Trading and
Processing, and Prepared Foods. The contributions of
each industry segment to net sales and operating profit,
and the identifiable assets attributable to each industry
segment set forth in Note 18 "Business Segments" on page
47 of the Company's 1994 Annual Report to Stockholders
are incorporated herein by reference.

c) Narrative Description of Business

The information set forth in the "Business Review" on
pages 6 through 21 of the Company's 1994 Annual Report to
Stockholders is incorporated herein by reference.

The following comments pertain to the Company as a whole.

ConAgra 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.

Commodities are subject to price fluctuations which
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.

Commodity price risk can be hedged by selling the end
product at acceptable fixed prices to credit worthy
customers, or by selling offsetting futures or options
contracts on established commodity exchanges. The
particular hedging methods employed by ConAgra depend on
a number of factors, including availability of
appropriate derivative contracts. At May 29, 1994, 25%
of ConAgra's total inventory was classified as "Hedged
Commodity Inventory."

ConAgra's Board of Directors has established policies
which limit the amount of unhedged commodity inventory
permissible for each of ConAgra's independent operating
companies. Processing company 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.

ITEM 1. BUSINESS CONTINUED

c) Narrative Description of Business (continued)

ConAgra monitor's its commodity positions on a daily
basis through the use of a company-wide computer system.
This system compares commodity positions with unhedged
commodity limits established for its independent
operating companies. The Senior Vice President and Risk
Officer monitors these positions and reports compliance
to the Board of Directors. The Company's independent
auditors also review compliance with this system and
report annually to the Audit Committee of the Board of
Directors. ConAgra's total unhedged positions were well
below established corporate limits for each of the three
fiscal years ended May 29, 1994.

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
places emphasize applied research and technical services
directed at product improvement and quality control. In
addition, the Prepared Foods segment conducts 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 87,000
employees, primarily in the United States.

d) Foreign Operations

The information set forth in the "Business Review" on
pages 6 through 21 of the Company's 1994 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.

ConAgra Locations

CONAGRA AGRI-PRODUCTS COMPANIES
Headquarters in Greeley, Colorado.

United Agri Products Companies
Headquarters in Greeley, Colorado.
Over 325 field sales, administration, warehouse, rail,
formulation and joint venture locations in 44 states, Canada,
United Kingdom, Mexico and Chile. Businesses are involved
with crop protection products, seed, liquid and dry fertilizer
operations and one terminal facility.

ConAgra Retail Companies
Headquarters in Grand Island, Nebraska.
One hundred-seven stores under the Country General, Wheelers,
S&S, Sandvig's, Anfinson's, and Peavey Ranch and Home names in
nine central states and California; Ninety-seven stores under
the Northwest Fabrics and Crafts, and Rainbow Bay Crafts names
operating in 25 states. Dyno Merchandising Corporation
manufacturing and distribution facilities in Florida and
Virginia. Eight stores under the Wheelers Town & Country and
Security Feed & Seed names operating in Georgia and Florida.

CONAGRA DIVERSIFIED PRODUCTS COMPANIES
Headquarters in Edina, Minnesota

Arrow Industries, Inc.
Headquarters in Carrollton, Texas
Eight plants in Texas, Tennessee, Arkansas and Georgia; eight
charcoal kilns in Texas, Oklahoma, Louisiana and Arkansas.

ConAgra Pet Products Company
Headquarters in Omaha, Nebraska.
Manufacturing operations and distribution centers in Nebraska,
Virginia, and Canada.

ConAgra Shrimp Companies/Singleton Seafood Company
Headquarters in Tampa, Florida.
Main processing plant in Florida; waterfront unloading
facilities and processing and freezing operations in
Louisiana; sales offices in Florida and Louisiana.

O'Donnell-Usen U.S.A.
Headquarters in Tampa, Florida
Processing facilities in Tampa, Florida.

Golden Valley Microwave Foods, Inc.
Headquarters in Edina, Minnesota.
Eight plants in Illinois, Indiana, Iowa, Minnesota, Ohio and
Washington. Popcorn storage warehouse in Nebraska, product
development facility in Eden Prairie, Minnesota and microwave
packaging production facility in Maple Grove, Minnesota.

Lamb-Weston, Inc.
Headquarters in Kennewick, Washington.
Nine plants in Idaho, Oregon, Washington Minnesota and the
Netherlands. Product development facility in Richland,
Washington. Export sales office in Portland, Oregon.

Trident Seafoods Corporation
(50-percent owned)
Headquarters in Seattle, Washington.
Five plants in Alaska and two in Washington. One catcher
processor and seven floating processors in the Bering Sea and
North Pacific Ocean.
Hyman Foods Limited
A processed meat plant in the United Kingdom.

CONAGRA GROCERY PRODUCTS COMPANIES

ConAgra Frozen Foods
Headquarters in Omaha, Nebraska.
Seven plants in Arkansas, Iowa, Missouri and Virginia. Two
broiler growing and processing complexes in Arkansas. Product
development facility in Omaha.

Hunt-Wesson, Inc.
Headquarters in Fullerton, California.
Product development facility in Fullerton. Facilities include
21 manufacturing plants, 14 distribution and customer service
centers and 38 grocery and foodservice sales offices in 24
states and Canada serving:

ConAgra Grocery Products Companies International

Hunt Foods Company

Hunt-Wesson Foodservice Sales Company

Hunt-Wesson Grocery Products Sales Company

Orville Redenbacher/Swiss Miss Foods Company

LaChoy/Rosarita Foods Company

Wesson/Peter Pan Foods Company

CONAGRA MEAT PRODUCTS COMPANIES
Headquarters in Downers Grove, Illinois.

Armour Swift-Eckrich
Headquarters in Downers Grove, Illinois.
Product development facility in Downers Grove and 28 plants in
20 states, processed meat plants in France, Portugal and
Panama, and a food distribution center in Puerto Rico, serving
- --

Armour Swift-Eckrich Processed Meats Company

Butterball Turkey Company

National Foods, Inc.

ConAgra Consumer Direct
Headquarters in Burr Ridge, Illinois

Beatrice Cheese Company
Headquarters in Waukesha, Wisconsin.
Twenty facilities located in 12 states include natural and
processed cheese manufacturing, direct and indirect retail and
foodservice sales and cheese importing and aerosol.

Australia Meat Holdings
Headquarters in Dinmore, Australia
Fourteen plants and feedlots in Australia.

Cook Family Foods, Ltd.
Headquarters in Lincoln, Nebraska.
Two plants in Nebraska and Kentucky.

Monfort Pork Company
Headquarters in Greeley, Colorado.
Three plants in Iowa, Minnesota and Kentucky.

ConAgra Red Meat Companies
Headquarters in Greeley, Colorado.

ConAgra Fresh Meats Company
Headquarters in Greeley, Colorado.
Three plants in Idaho, Nebraska and Alabama.

E.A. Miller Inc.
Headquarters in Hyrum, Utah.
Processing facilities in Utah and a feedlot in Idaho.

Mapelli Food Distribution Co.
Headquarters in Greeley, Colorado.
Forty-two sales and distribution branches in 26 states.

Monfort Finance Company
Headquarters in Greeley, Colorado.

Monfort, Inc.
Headquarters in Greeley, Colorado.
Eleven plants in Colorado, Iowa, Kansas, Kentucky,
Minnesota, Missouri, Nebraska and Texas. Three feedlots
in Colorado.

CONAGRA POULTRY COMPANY
Headquarters in El Dorado, Arkansas.

ConAgra Broiler Company
Headquarters in El Dorado, Arkansas.
Ten broiler growing and processing divisions in Alabama,
Arkansas, Delaware, Georgia, Louisiana, Maryland and Puerto
Rico.

Mott's & Foodservice
Headquarters in Birmingham, Alabama.
Two poultry processing plants in Kentucky and Mississippi.
Four further processing plants in Georgia, Alabama, Tennessee
and Louisiana.

Professional Food Systems
Headquarters in El Dorado, Arkansas.
Twenty-three sales and distribution units in 13 states.

Country Skillet Catfish Company
Headquarters in Isola, Mississippi.
Processing operations (50-percent owned) in Isola and Belzoni,
Mississippi.

ConAgra Asia-Pacific
Headquarters in Singapore.
Trading offices in Hong Kong, Singapore, Minneapolis and
Australia.

CONAGRA TRADING & PROCESSING COMPANIES
Headquarters in Omaha, Nebraska.

ConAgra Flour Milling Company
Headquarters in Omaha, Nebraska.
Twenty-six flour mills in 14 states. Eight country elevators
in South Dakota. Branded and private label flour, mixes and
cornmeal products produced at plants in Alabama, Colorado and
Texas. Seven joint venture flour mills, three in the U.S. and
four in Canada.

ConAgra Feed Company
Headquarters in Augusta, Georgia.
Three feed mills in three states.

ConAgra Feed Ingredient Merchandising Company
Headquarters in Omaha, Nebraska.
Merchandising offices in Arizona and Nebraska.
Feed ingredient merchandising office in Omaha, Nebraska.
Protein trading operation in Bremen, Germany.

Molinos de Puerto Rico
Headquarters in San Juan, Puerto Rico.
Three feed plants, a flour mill and a dry corn mill in Puerto
Rico.

ConAgra Europe
Headquarters in Brussels, Belgium
Poultry and animal feed plants in Portugal and Spain.

ConAgra Specialty Grain Products Company
Headquarters in Omaha, Nebraska.
Three oat mills and one dry corn mill in three states, Canada
and the United Kingdom. Six barley malting facilities in
Australia and one in the United Kingdom. One wheat flour
tortilla processing plant in Nebraska. Corn processing
operation in Bremen, Germany.

ConAgra Trading Companies
Headquarters in Minneapolis, Minnesota.
International trading offices in 15 countries, doing business
as Blue Ribbon Energy Co., Camerican International, ConAgra
Grain Companies, ConAgra International Fertilizer Co., ConAgra
Wool Ltd., CTC, Peavey Grain Company and Petrosul. Wool
processing plants and trading offices in Australia; a 20-state
U.S. network of Peavey Grain merchandising offices and over 90
elevators plus river loading facilities, export elevators and
barges; over 50 Klein-Berger Company facilities processing and
packaging beans in nine states, South America and the United
Kingdom and seven facilities processing dried fruit and nuts
in California, The Netherlands and the United Kingdom; U.S.
fertilizer sales office and six international trading offices;
and Petrosul sulfur processing facilities in Canada.

Geldermann, Inc.
Headquarters in Chicago, Illinois.
More than 100 commodity futures brokerage offices, agencies
and introducing brokers in the U.S., Canada and Europe.

United Specialty Food Ingredients Companies
Headquarters in Omaha, Nebraska.
Two dehydrated food ingredients plants and a research and
development facility in Kentucky. A dehydrated food
ingredients plant and animal feed ingredients plant in
Minnesota. A spice plant and research and development
facility in Illinois and seasonings plants in Massachusetts,
Michigan and New Jersey, with support research and development
facility in New Jersey. A flavorings plant in New Jersey.
Food Ingredients distribution business headquartered in Iowa
with distribution centers in Texas and Colorado. Four
capsicum chili products plants located in California and New
Mexico, with a research and development facility in
California. A specialty marketing business headquartered in
Wisconsin, with processed egg sales office in Mississippi, and
food oils business headquartered in Texas.

ITEM 3. LEGAL PROCEEDINGS

With respect to operations of the Company excluding the
transaction discussed below, there was no litigation at May
29, 1994 which, in the opinion of management, would have a
material adverse effect on the financial position of the
Company.

On August 14, 1990, ConAgra acquired Beatrice Company.
The Beatrice businesses and its former subsidiaries
(Subsidiaries) are engaged in various litigation proceedings
incident to their respective businesses and in various
environmental and other matters. Beatrice and various of its
Subsidiaries have agreed to indemnify divested businesses or
the purchasers thereof for various legal proceedings and tax
matters. The federal income tax returns of Beatrice and its
predecessors for the fiscal years ended 1985 through 1987 have
been audited by the Internal Revenue Service and a report has
been issued. The findings contained in the examining agent's
report have been timely protested and negotiations with the
Appellate Division of the Internal Revenue Service are under
way in an attempt to resolve disputed items. Disputed items
being negotiated with the Appellate Division of the Internal
Revenue Service include proposed deficiencies relating to
previously filed carryback claims to fiscal years ended prior
to 1985 (principally fiscal years ended 1982 through 1984).
Additionally, the federal income tax returns of Beatrice and
its consolidated Subsidiaries for the fiscal years ended 1988
and 1989 have been audited by the Internal Revenue Service and
a report has been issued. Management intends to protest the
unagreed findings of the examining agent's report and to
negotiate disputed items with the Appellate Division of the
Internal Revenue Service. Various state tax authorities are
also examining tax returns of Beatrice and its predecessors
for prior taxable years, including, in the case of one state,
years back to fiscal 1978. It is expected that additional
claims will be asserted for additional taxes. It is not
possible at this time to determine the ultimate liabilities
that may arise from these matters which at any given point in
time will be at various stages of administrative and legal
proceedings and will aggregate hundreds of millions of
dollars. Substantial reserves for these matters have been
established and are reflected as liabilities on the
Subsidiaries' balance sheets. The liabilities include accrued
interest on the tax claims. After taking into account
liabilities that have been recorded and payments made,
management is of the opinion that the disposition of the above
matters will 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.

EXECUTIVE OFFICERS OF THE REGISTRANT

Year
Present Assumed
Name Title & Capacity Age Office

Philip B. Fletcher Chairman of the
Board and Chief
Executive Officer 61 1993

Albert J. Crosson President and
Chief Operating
Officer, ConAgra
Grocery Products
Companies 63 1993

Kenneth W. DiFonzo Vice President and
Controller 42 1994

Dwight J. Goslee Senior Vice
President and
Chief Information
Officer 44 1994

George R. Haefner Chairman, ConAgra
Poultry Company 61 1993

Stephen L. Key Executive Vice
President and
Chief Financial
Officer 51 1992

Leroy O. Lochmann President and
Chief Operating
Officer, ConAgra
Meat Products
Companies 59 1993

Thomas L. Manuel President and
Chief Operating
Officer, ConAgra
Trading and
Processing
Companies 47 1994

Floyd McKinnerney President and
Chief Operating
Officer, ConAgra
Agri-Products
Companies 57 1987

Richard L. Monfort President and
Chief Operating
Officer, ConAgra
Red Meat Companies
and Executive
Vice President,
ConAgra Meat
Products Companies 40 1989

T. Truxton Morrison Chairman, ConAgra
International 56 1994

L. B. Thomas Senior Vice
President,
Corporate
Secretary and
Risk Officer 58 1993

Gerald B. Vernon Senior Vice
President,
Human Resources 53 1990

James D. Watkins President and
Chief Operating
Officer, ConAgra
Diversified
Products Companies 46 1993

David R. Willensky Senior Vice
President,
Corporate Planning
and Development 43 1994

Robert Womack President and
Chief Operating
Officer, ConAgra
Poultry Company 54 1993

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

Albert J. Crosson became President of Beatrice/Hunt-
Wesson, Inc. (which was acquired by ConAgra on August 14,
1990) in 1986. Kenneth W. DiFonzo, beginning in April 1991,
was vice president of finance and control for ConAgra
International. Prior to that he served with H. J. Heinz Co.
in a number of financial positions. Prior to becoming
ConAgra's Chief Financial Officer in 1992, Stephen L. Key was
Managing Partner of the New York City office of Ernst & Young
since 1991, having previously held various positions with that
firm. Leroy O. Lochmann became President of Swift-Eckrich
(which was acquired by ConAgra on August 14, 1990) in 1984.
James D. Watkins founded and became President of Golden Valley
Microwave Foods (which merged with ConAgra on July 11, 1991)
in 1978. David R. Willensky, joined ConAgra in March 1994,
having most recently served as managing director of California
Strategic Investors, a firm he started in 1991. Before that
he was a partner and director of research with McKinsey &
Company. Robert Womack, joined ConAgra in December 1993.
Prior to that he served with Tyson Foods, Inc., most recently
as president, Tyson Seafood Group.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED
STOCKHOLDER MATTERS

Incorporated herein by reference to "Investor Information
- - ConAgra Stock" on the inside back cover and Note 19
"Quarterly Results (Unaudited)" on page 48 of the Company's
1994 Annual Report to Stockholders.

ITEM 6. SELECTED FINANCIAL DATA

Incorporated herein by reference to the five-year results
on page 26 of the Company's 1994 Annual Report to
Stockholders.

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 22 through 25 and "Objectives
and Results" on pages 4 and 5 of the Company's 1994 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 32 through 48 of the Company's 1994
Annual Report to Stockholders are incorporated herein by
reference:

Independent Auditors' Report

Consolidated Balance Sheets - May 29, 1994 and May 30,
1993

Consolidated Statements of Earnings - Years ended May 29,
1994, May 30, 1993, and May 31, 1992

Consolidated Statements of Common Stockholders' Equity -
Years ended May 29, 1994, May 30, 1993, and May 31, 1992

Consolidated Statements of Cash Flows - Years ended May
29, 1994, May 30, 1993, and May 31, 1992

Notes to Consolidated Financial Statements

The supplementary data regarding quarterly results of
operations set forth in Note 19 "Quarterly Results
(Unaudited)" on page 48 of the Company's 1994 Annual
Report to Stockholders is incorporated herein by
reference.

ITEM 9. DISAGREEMENTS 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 2 through 4 and to "Compliance with
Section 16 (a) of the Securities Exchange Act of 1934" on page
14 of the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on September 22, 1994. 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 5 through 8, and (ii) information on director
compensation on page 4 of the Company's Proxy Statement for
its Annual Meeting of Stockholders to be held on September 22,
1994.

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 as of
August 5, 1994" on page 2 of the Company's Proxy Statement for
its Annual Meeting of Stockholders to be held on September 22,
1994.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated herein by reference to (i) "Human Resources
Committee Interlocks and Insider Participation" on page 10,
and (ii) the last full paragraph of "Directors' Meetings and
Compensation" on page 4, and (iii) the last two paragraphs of
"Retirement Plans - Benefit Programs", of the Company's Proxy
Statement for its Annual Meeting of Stockholders to be held on
September 22, 1994.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, 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

Schedule Page
Number Description Number

VIII Valuation and Qualifying Accounts 18

X Supplementary Income Statement
Information 19

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 and Analysis section of the
Company's 1994 Annual Report to Stockholders.

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

3. Exhibits

See Exhibit Index.

b) Reports on Form 8-K

None

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 29, 1994 and May 30,
1993, and for each of the three years (fifty-two/fifty-three
weeks) in the period ended May 29, 1994, and have issued our
report thereon dated July 7, 1994; such financial statements
and report are incorporated by reference in this Form 10-K.
Our audits also included the financial statement schedules of
ConAgra, Inc. and subsidiaries, listed in Item14. These
financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial
statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present
fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE LLP

Omaha, Nebraska
July 7, 1994

Schedule VIII

CONAGRA, INC. AND SUBSIDIARIES

Valuation and Qualifying Accounts

Fifty-two/fifty-three weeks ended May 29, 1994, May 30, 1993, and May 31, 1992

(In millions)

Balance at Additions Deductions Balance at
Beginning Charged from Close of
Description of Period to Income Other <F2> Reserves <F1> Period

Year ended
May 29, 1994:
Allowance for
doubtful
receivables $47.5 24.8 - 16.4 55.9

Year ended
May 30, 1993:
Allowance for
doubtful
receivables $42.7 17.2 1.5 13.9 47.5

Year ended
May 31, 1992:
Allowance for
doubtful
receivables $42.6 18.7 1.4 20.0 42.7

<FN>

<F1> Bad debts charged off, less recoveries.
<F2> Beginning balances of reserve accounts of acquired businesses.

Schedule X

CONAGRA, INC. AND SUBSIDIARIES

Supplementary Income Statement Information

(In millions)

Fifty-two Fifty-two Fifty-three
Weeks Ended Weeks Ended Weeks Ended
May 29, 1994 May 30, 1993 May 31, 1992

Maintenance
and
repairs $262.9 $259.1 $233.2

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, 1994.

CONAGRA, INC.

/s/ Philip B. Fletcher
________________________________________
Philip B. Fletcher
Chairman and Chief Executive Officer

/s/ Stephen L. Key
_______________________________________
Stephen L. Key
Executive Vice President and
Chief Financial Officer (Principal Financial Officer)

/s/ Kenneth DiFonzo
_______________________________________
Kenneth DiFonzo
Vice President, 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, 1994.

PHILIP B. FLETCHER
___________________________ Director
Philip B. Fletcher

C. M. Harper* Director
Robert A. Krane* Director
Gerald Rauenhorst* Director
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Marjorie Scardino* Director
Walter Scott, Jr.* Director
William G. Stocks* Director
Frederick B. Wells* Director
Thomas R. Williams* Director
Clayton K. Yeutter* Director

* Philip B. Fletcher, by signing his name hereto, signs this Annual
Report on behalf of each of the persons indicated. A Power-of-
Attorney authorizing Philip B. Fletcher 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.

PHILIP B. FLETCHER
By: __________________________________
Philip B. Fletcher
Attorney-In-Fact

EXHIBIT INDEX

Number Description Page No.

3.1 ConAgra's Certificate of Incorporation, as
amended through September 27, 1991,
incorporated herein by reference to ConAgra's
quarterly report on Form 10-Q for the quarter
ended August 25, 1991.

3.2 Certificate of Amendment to ConAgra's
Certificate of Incorporation, incorporated
herein by reference to ConAgra's quarterly
report on Form 10-Q for the quarter ended
August 30, 1992.

3.3 Statement of Resolutions Establishing Series 1
of $25.00 Class E Preferred Shares,
incorporated herein by reference to ConAgra's
current report on Form 8-K dated May 7, 1992.

3.4 ConAgra's Bylaws, as amended, incorporated
herein by reference to ConAgra's quarterly
report on Form 10-Q for the quarter ended
November 29, 1992.

4.1 Rights Agreement dated July 10, 1986, with
First Amendment thereto dated as of
September 28, 1989, and Certificates thereto
dated December 1, 1986, December 1, 1989 and
December 2, 1991, incorporated herein by
reference to ConAgra's annual report on Form
10-K for the fiscal year ended May 27, 1990
and ConAgra's quarterly report on Form 10-Q
for the quarter ended November 24, 1991.

4.2 Amended and Restated Warrant to Purchase
ConAgra Common Stock dated as of September 19,
1991, incorporated herein by reference to
ConAgra's quarterly report on Form 10-Q for
the quarter ended August 25, 1991.

4.3 Documents establishing Series A and Series B
of Preferred Securities of ConAgra Capital,
L.L.C., incorporated herein by reference to
ConAgra's current report on Form 8-K dated
June 8, 1994.

10.1 ConAgra's Amended and Restated Long-Term
Senior Management Incentive Plan, Amendment
thereto, and Operational Document,
incorporated herein by reference to Exhibit
10.1 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 31, 1992.

10.2 First Amendment ConAgra's Long-Term Senior
Management Incentive Plan Operational Document..........

10.3 Second Amendment to ConAgra's Long-Term Senior
Management Incentive Plan Operational
Document, incorporated herein by reference to
Exhibit E of ConAgra's quarterly report on
Form 10-Q for the quarter ended November 25,
1990.

10.4 Form of Employment Agreement between ConAgra
each of Messrs. Fletcher, Crosson, Goslee,
Haefner, Key, Lochmann, McKinnerney, Richard
Monfort, Truck Morrison, O'Donnell, Thomas,
and Vernon..............................................

10.5 ConAgra's 1982 Stock Option Plan, with
amendment thereto, incorporated herein by
reference to Exhibit 10.6 ConAgra's annual
report on Form 10-K for the fiscal year ended
May 31, 1992.

10.6 ConAgra's Employee Flexible Bonus Payment
Plan, incorporated herein by reference to
Exhibit 10.7 ConAgra's annual report on Form
10-K for the fiscal year ended May 31, 1992.

10.7 ConAgra's 1985 Stock Option Plan, with
amendments thereto, incorporated herein by
reference to Exhibit 10.8 ConAgra's annual
report on Form 10-K for the fiscal year ended
May 31, 1992.

10.8 Fourth Amendment to the ConAgra 1985 Stock
Option Plan, incorporated herein by reference
to Exhibit 10.8 of ConAgra's annual report on
Form 10-K for the fiscal year ended May 30,
1993.

10.9 ConAgra Non-Qualified CRISP Plan.....................

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

10.11 ConAgra Supplemental Pension and CRISP Plan
for Change of Control................................

10.12 ConAgra Incentives and Deferred Compensation
Change of Control Plan...............................

10.13 ConAgra 1990 Stock Plan, incorporated herein
by reference to Exhibit A of ConAgra's
quarterly report on Form 10-Q for the quarter
ended August 26, 1990.

10.14 First Amendment to ConAgra 1990 Stock Plan,
incorporated herein by reference to Exhibit
10.18 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 26, 1991.

10.15 Second Amendment to the ConAgra 1990 Stock
Plan, incorporated herein by reference to
Exhibit 10.15 of ConAgra's annual report on
Form 10-K for the fiscal year ended May 30,
1993.

10.16 ConAgra Directors' Unfunded Deferred
Compensation Plan, and First Amendment
thereto, incorporated herein by reference to
Exhibits C and D of ConAgra's quarterly report
on Form 10-Q for the quarter ended August 26,
1990.

10.17 ConAgra Employee Equity Fund Trust Agreement,
with Stock Purchase Agreement and Revolving
Promissory Note executed in connection
therewith, incorporated herein by reference to
Exhibits A, B and C of ConAgra's current
report on Form 8-K dated August 6, 1992.

10.18 P. B. Fletcher Incentive Agreement dated
July 15, 1993, incorporated herein by
reference to Exhibit 10.18 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 30, 1993.

10.19 C. M. Harper Deferred Compensation Agreement,
incorporated herein by reference to Exhibit
10.18 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 30, 1993.

10.20 ConAgra Executive Annual Incentive Plan..............

11 Statement regarding computation of per share
earnings.............................................

12 Statement regarding computation of ratio of
earnings to fixed charges, and ratio of earnings
to combined fixed charges and preferred
dividends............................................

13 ConAgra's Annual Report to Stockholders for its
fiscal year ended May 29, 1994.......................

21 Subsidiaries of ConAgra..............................

23 Consent of Deloitte & Touche L.L.P. ................

24 Powers of Attorney...................................

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 the ConAgra annual report
to stockholders for its fiscal year ended May 29, 1994
(Exhibit 13) specifically incorporated by reference in
this 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 a part of this filing.

Items 10.1 through 10.20 are management contracts or
compensatory plans filed as exhibits pursuant to Item
14(c) of Form 10-K.

APPENDIX
IMAGE & GRAPHIC MATERIAL OMITTED

EXHIBIT 13
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FRONT COVER - 14 photos (cutlines listed in Cover Photos section)

INSIDE FRONT COVER - Environmental logo

FOLDOUT - Drawing of first NCM flour mill and ConAgra logo

FOLDOUT - Logo: Nebraska Consolidated Mills (NCM)

FOLDOUT - Logo: Red Hat Feeds (RH)

FOLDOUT - Logo: ConAgra

FOLDOUT - Logo: Geisler

FOLDOUT - Logo: United Agri Products (UAP)

FOLDOUT - Logos: Banquet and Singleton

FOLDOUT - Logo: Peavey

FOLDOUT - Logo: Country Pride fresh chicken

FOLDOUT - Logo: Armour

FOLDOUT - Logos: Patio and Morton

FOLDOUT - Logo: Chun King

FOLDOUT - Logo: Monfort

FOLDOUT - Logo: Healthy Choice

FOLDOUT - Logos: Eckrich, Peter Pan, Hunt's, Wesson,
Orville Redenbacher's, Swift Premium, and
Butterball

FOLDOUT - Logo: Act II

FOLDOUT - Logo: Hebrew National

FOLDOUT - Logo: Australia Meat Holdings (AMH)

FOLDOUT - Photo: Healthy Choice Cereals (3 products)

FOLDOUT - Photo cutline: The ConAgra Campus in Omaha was completed in
1990.

TO OUR STOCKHOLDERS, EMPLOYEES AND OTHER FRIENDS -
Photo cutline: Phil Fletcher, chairman and chief executive
officer

OBJECTIVES AND RESULTS, EARNINGS GROWTH - Result bar graphic described in text.

OBJECTIVES AND RESULTS, DIVIDEND GROWTH - Result bar graphic described in text.

BUSINESS REVIEW INTRODUCTION - 2 pie charts described in text.

BUSINESS REVIEW PREPARED FOODS - See description in text on pie charts.
Photo of Janice Munemitsu, director of consumer marketing, Hunt
Foods Co., and Jorge Succar (background) section head,
research and development, Hunt-Wesson, Inc.,
Fullerton, California.

BUSINESS REVIEW GROCERY PRODUCTS - Photos described in text.

BUSINESS REVIEW MEAT PRODUCTS - Photos described in text.

BUSINESS REVIEW CHICKEN PRODUCTS - Photos described in text.

BUSINESS REVIEW DIVERSIFIED PRODUCTS - Photos described in text.

BUSINESS REVIEW TRADING & PROCESSING - 2 pie charts and photo described in text.

BUSINESS REVIEW GRAIN PROCESSING - Photos described in text.

BUSINESS REVIEW TRADING - Photos described in text.

BUSINESS REVIEW AGRI-PRODUCTS - 2 pie charts and photo described in text.

BUSINESS REVIEW AGRI-PRODUCTS - Photos described in text.

BUSINESS REVIEW SPECIALTY RETAILING - Photos described in text.

MD&A OPERATING RESULTS - 3 5-year bar graphics described in text.

BOARD OF DIRECTORS - Photo described in text.

CORPORATE CITIZENSHIP - Photos described in text.

COVER PHOTOS - Diagram of front and back covers showing location of photos.

BACK COVER - 14 photos (cutlines listed in Cover Photos section)