EXHIBIT 12


                CONAGRA, INC. AND SUBSIDIARIES
              COMPUTATION OF RATIO OF EARNINGS TO 
                         FIXED CHARGES 

                        ($ IN MILLIONS)




                                                          Six
                                                      Months Ended
                                                      November 24,
                                                          1996
                                                      ____________
Fixed charges:
       Interest expense                              $      165.7
       Capitalized interest                                   4.0
       Interest in cost of goods sold                         9.9
       One third of non-cancellable lease rent               18.8
                                                      ------------
       Total fixed charges (A)                              198.4
                                                      ============

Earnings:
       Pretax income                                        479.1
        Adjustment for unconsolidated subidiaries            (0.4)
                                                      ------------
       Pretax income of the Company as a whole              478.7

       Add fixed charges                                    198.4
       Less capitalized interest                             (4.0)
                                                      ------------
       Earnings and fixed charges (B)                       673.1
                                                      ============

       Ratio of earnings to fixed charges (B/A)               3.4



                                        EXHIBIT 12 (Continued)


For the purpose of computing the above ratio of earnings to 
fixed charges, earnings consist of income before taxes and 
fixed charges. Fixed charges, for the purpose of computing
earnings are adjusted to exclude interest capitalized. Fixed
charges include interest on both long and short-term debt
(whether said interest is expensed or capitalized and including
interest charged to cost of goods sold), and a portion of
noncancellable rental expense representative of the interest
factor.  The ratio is computed using the amounts for ConAgra as
a whole, including its majority-owned subsidiaries, whether or
not consolidated, and its proportionate share of any 50% owned
subsidiaries, whether or not ConAgra guarantees obligations 
of these subsidiaries.