SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549


                                    _____________

                                       FORM 8-K

                                    CURRENT REPORT



                        Pursuant to Section 13 or 15(d) of the

                           Securities Exchange Act of 1934


                                   February 11, 1995
                   Date of Report (Date of earliest event reported)


                                           
                                    ConAgra, Inc.
                (Exact name of registrant as specified in its charter)


                     Delaware          1-7275          47-0248710
                  (State or other      (Commission     (IRS Employer
                 jurisdiction of      File Number)   Identification No.)
                 incorporation)


                 One ConAgra Drive, Omaha, Nebraska           68102-5001
                (Address of principal executive offices)      (Zip Code)


                 Registrant's telephone number, including area code:
                                    (402) 595-4000

















          Item 5.   Other Events.

                    On  February  11,  1995,  the  Board  of  Directors  of
          ConAgra, Inc. authorized the company to purchase up to 25,000,000
          shares of its  outstanding common stock from time to  time in the
          open market  over several  years.   ConAgra, Inc.  also announced
          that it currently intends to call for  redemption during calendar
          year  1995 some or  all of the  company's Class E  $25 Cumulative
          Convertible Preferred  Stock (NYSE:   CAG pfE) subject  to market
          considerations  and  board  approval.   ConAgra's  press  release
          issued on Monday, February 13, 1995  is attached as an exhibit to
          this Form 8-K Current Report.

                    On  February 2, 1995,  ConAgra Capital,  L.C. completed
          the sale of  $250 million of 9.35% Series  C Cumulative Preferred
          Securities (NYSE:  CAG pfC).  ConAgra Capital, L.C. is controlled
          by two  indirectly wholly-owned finance subsidiaries  of ConAgra,
          Inc.   ConAgra Capital, L.C.  loaned the proceeds of  the sale to
          ConAgra,  Inc. The 9.35% Series C Cumulative Preferred Securities
          are  guaranteed  on  a   limited  basis  by  ConAgra,   Inc.  and
          exchangeable  in  certain  limited  circumstances  for  Series  C
          Debentures of ConAgra, Inc.

          Item 7.  Exhibits.

               1.   Written Action of  ConAgra Capital, L.C. dated  January
                    26, 1995 establishing the  terms of the 9.35% Series  C
                    Cumulative Preferred Securities.

               2.   Fifth Supplemental Indenture dated January 26, 1995  to
                    the  Indenture dated  March 10,  1994 between  ConAgra,
                    Inc. and First Trust National Association as Trustee.

               3.   Sixth Supplemental  Indenture dated January 26, 1995 to
                    the Indenture  dated  March 10,  1994 between  ConAgra,
                    Inc. and First Trust National Association as Trustee.

               4.   ConAgra, Inc.'s 9.35%  $250,000,000 Series C  Debenture
                    dated February 2, 1995 due 2044.

               5.   ConAgra, Inc.'s 9.35%  $66,500,000 Series CC  Debenture
                    dated February 2, 1995 due 2044.

               6.   ConAgra, Inc.'s Press Release dated February 13, 1995.

                                      SIGNATURE

               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, INC.



          February 14, 1995             By:     /s/ Stephen L. Key     
                                             Stephen L. Key, Executive
                                              Vice President and Chief
                                              Financial Officer











                                    EXHIBIT INDEX

          Exhibit
            No.                    Description                      Page

             1      Written Action dated January 26, 1995 of
                    ConAgra Capital, L.C. establishing the
                    terms of the 9.35% Series C Cumulative
                    Preferred Securities.

             2      Fifth Supplemental Indenture dated
                    January 26, 1995 to the Indenture dated
                    March 10, 1994 between ConAgra, Inc. 
                    and First Trust National Association as
                    Trustee.

             3      Sixth Supplemental Indenture dated 
                    January 26, 1995 to the Indenture dated 
                    March 10, 1994 between ConAgra, Inc.
                    and First Trust National Association as 
                    Trustee.

             4      ConAgra Inc.'s 9.35% $250,000,000 Series C 
                    Debenture dated February 2, 1995 due 2044.

             5      ConAgra, Inc.'s 9.35% $66,500,000 Series CC 
                    Debenture dated February 2, 1995 due 2044.

             6      ConAgra Inc.'s Press Release dated 
                    February 13, 1995.