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

                                  June 22, 2000
                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 June 22,  2000,  ConAgra,  Inc.  ("ConAgra")  issued a joint  press
release  with  International  Home  Foods,  Inc.  ("International  Home  Foods")
announcing that the boards of directors for both companies approved an Agreement
and Plan of Merger (the "Merger  Agreement") dated as of June 22, 2000, pursuant
to which  International  Home Foods will merge with a wholly owned subsidiary of
ConAgra.  The  press  release  announcing the transaction is set forth herein as
Exhibit 99.1. Copies of the Merger Agreement, voting agreements and registration
rights  agreement  with  respect  to the transaction are also attached hereto as
Exhibits.

Item 7(c).  Exhibits.

     2.1     Agreement  and  Plan  of  Merger  dated  as of June 22, 2000, among
             ConAgra,  Inc.,  CAG  Acquisition  Sub, Inc. and International Home
             Foods, Inc.

     2.2     Voting  Agreement  dated  as  of June 22, 2000 among ConAgra, Inc.,
             International Home Foods, Inc. and Hicks, Muse, Tate & Furst Equity
             Fund III, L.P.

     2.3     Voting  Agreement  dated  as  of June 22, 2000 among ConAgra, Inc.,
             International Home Foods, Inc. and HM3/IH Partners, L.P.

     2.4     Voting  Agreement  dated  as  of June 22, 2000 among ConAgra, Inc.,
             International Home Foods, Inc. and HM3 Coinvestors, L.P.

     2.5     Voting  Agreement  dated  as  of  June 22, 2000 among Conagra, Inc.
             International Home Foods, Inc. and C. Dean Metropoulos.

     2.6     Registration  Rights  Agreement  dated  as  of  June 22, 2000 among
             ConAgra,  Inc.,  International  Home  Foods, Inc., Thomas O. Hicks,
             Michael  J.  Levitt, C. Dean Metropoulos, Hicks, Muse, Tate & Furst
             Equity  Fund  III, L.P., HM3/IH Partners, L.P. and HM3 Coinvestors,
             L.P.

     99.1    Press release dated June 23, 2000.










                                 SIGNATURES

          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.

Date:  June 23, 2000               By:  /s/ James P. O'Donnell
                                   Name:  James P. O'Donnell
                                   Title: Executive Vice President
                                          Chief Financial Officer and
                                          Corporate Secretary





                               EXHIBIT INDEX

Exhibit                            Description

2.1     Agreement  and  Plan of Merger dated as of June 22, 2000, among ConAgra,
        Inc., CAG Acquisition Sub, Inc. and International Home Foods, Inc.

2.2     Voting  Agreement  dated  as  of  June  22,  2000  among  ConAgra, Inc.,
        International Home Foods, Inc. and Hicks, Muse, Tate & Furst Equity Fund
        III, L.P.

2.3     Voting  Agreement  dated  as  of  June  22,  2000  among  ConAgra, Inc.,
        International Home Foods, Inc. and HM3/IH Partners, L.P.

2.4     Voting  Agreement  dated  as  of  June  22,  2000  among  ConAgra, Inc.,
        International Home Foods, Inc. and HM3 Coinvestors, L.P.

2.5     Voting  Agreement  dated  as  of  June  22,  2000  among  ConAgra, Inc.,
        International Home Foods, Inc. and C. Dean Metropoulos.

2.6     Registration  Rights  Agreement dated as of June 22, 2000 among ConAgra,
        Inc.,  International  Home  Foods,  Inc.,  Thomas  O.  Hicks, Michael J.
        Levitt,  C. Dean Metropoulos, Hicks, Muse, Tate & Furst Equity Fund III,
        L.P., HM3/IH Partners, L.P. and HM3 Coinvestors, L.P.

99.1    Press release dated June 23, 2000.