ConAgra, Inc.

                                   Contact:
                                   Walt Casey
                                   Vice President, Corporate
Communications
                                   Phone : (402) 595-4154


                                            FOR IMMEDIATE RELEASE


CONAGRA ADOPTS NEW STOCKHOLDER RIGHTS PLAN

Omaha, Nebraska, July 12, 1996 -- ConAgra, Inc. (NYSE: CAG) today
announced that its board of directors has adopted a new
stockholder rights plan, effective when the company's existing
stockholder rights plan expires on July 24, 1996.

     The stockholder rights plan is designed to protect
stockholders from abusive takeover tactics and to encourage a
potential buyer to negotiate directly with the board before
attempting a takeover.  The rights plan has not been adopted in
response to any specific effort to acquire control of ConAgra,
nor is ConAgra's board aware of any such effort.
     
     Under the stockholder rights plan, each stockholder of
record on July 24, 1996 will receive a distribution of one Right
for each outstanding share of ConAgra common stock.  The Rights
distribution is not taxable to stockholders.  Certificates
representing the Rights will not be issued with the distribution
as the Rights are represented by ConAgra's common stock and are
not exercisable.  Upon becoming exercisable, each Right entitles
its holder to buy one-thousandth of a share of a new series of
preferred stock at an exercise price of $200, subject to
adjustment.

     The Rights become exercisable only if a person or group
acquires 15 percent or more of ConAgra's common stock or
announces a tender offer for 15 percent or more of ConAgra's
common stock.  If a person acquires 15 percent or more of
ConAgra's common stock, all holders of Rights other than the
acquiring person are entitled to acquire ConAgra's common stock
at half price.  If ConAgra were acquired after such an event,
Rights holders would be able to buy the acquiring company's
shares at half price.

     ConAgra can redeem the Rights at $.01 per Right at any time
before someone acquires 15 percent of ConAgra's common stock. 
The Rights will expire on July 12, 2006.  A summary of the new
rights plan will be mailed to stockholders after July 24, 1996.