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 13, 1998
        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 13, 1998, ConAgra,  Inc. issued a press release relating to its
earnings  outlook for the fiscal year ending May 31,  1998.  A copy of the press
release is attached hereto as Exhibit 99.1.

Item 7.           Exhibits.

         99.1     Press Release Issued February 13, 1998

     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.

                                                   /s/ James P. O'Donnell
February 16, 1998                              By:__________________________
                                                  James P. O'Donnell
                                                  Executive Vice President,
                                                  Chief Financial Officer and
                                                  Corporate Secretary