Exhibit 24
                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand and seal
this 10th day of December, 1998.

                                                      /s/ Philip B. Fletcher
                                                      -----------------------
                                                      Philip B. Fletcher








                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand and seal
this 10th day of December, 1998.

                                                         /s/ C. M. Harper
                                                         -----------------------
                                                         C. M. Harper








                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand and seal
this 10th day of December, 1998.

                                                       /s/ Robert A. Krane
                                                       -------------------------
                                                       Robert A. Krane








                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand and seal
this 10th day of December, 1998.

                                                      /s/ Mogens Bay
                                                      ----------------------
                                                      Mogens Bay









                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand and seal
this 10th day of December, 1998.

                                                    /s/ Carl E. Reichardt
                                                    -----------------------
                                                    Carl E. Reichardt








                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as her
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for her and in her name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as fully to all  intents  and  purposes  as she  might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or her substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set her hand and seal
this 10th day of December, 1998.

                                                  /s/ Ronald W. Roskens
                                                  -----------------------
                                                  Ronald W. Roskens








                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as her
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for her and in her name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as fully to all  intents  and  purposes  as she  might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set her hand and seal
this 10th day of December, 1998.

                                                  /s/ Marjorie M. Scardino
                                                  -----------------------
                                                  Marjorie M. Scardino








                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand and seal
this 10th day of December, 1998.

                                                  /s/ Walter Scott, Jr.
                                                  -----------------------
                                                  Walter Scott, Jr.








                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand and seal
this 10th day of December, 1998.

                                             /s/ Kenneth E. Stinson
                                             -----------------------
                                             Kenneth E. Stinson








                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as her
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for her and in her name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as fully to all  intents  and  purposes  as she  might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set her hand and seal
this 10th day of December, 1998.

                                            /s/ Jane J. Thompson
                                            -----------------------
                                            Jane J. Thompson








                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand and seal
this 10th day of December, 1998.

                                                   /s/ Thomas R. Williams
                                                  -----------------------
                                                  Thomas R. Williams








                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  the  undersigned  Director of ConAgra,
Inc.  constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under the Securities Act of 1933 of up to  $1,665,000,000  maximum
offering  price of debt  securities of ConAgra,  Inc. and any and all amendments
and post-effective  amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith,  and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand and seal
this 10th day of December, 1998.

                                                      /s/ Clayton K. Yeutter
                                                      -----------------------
                                                      Clayton K. Yeutter