_
                                                           FOR IMMEDIATE RELEASE

               CONAGRA FOODS REPORTS SOLID FOURTH QUARTER & FISCAL
                    2003 RESULTS; PORTFOLIO PROGRESS ON TRACK


Highlights (versus a year ago):

o    Fourth Quarter Diluted EPS = $0.28 vs. $0.36:

     >>   Fourth  quarter 2003 diluted EPS of $0.28  includes  $0.14 per diluted
          share loss relating to the pending  divestiture and discontinuation of
          chicken operations.

o    Fiscal Year Diluted EPS = $1.46 vs. $1.47:

     >>   Fiscal  year  diluted  EPS of $1.46  includes  $0.13 per share of loss
          relating to the pending  divestiture  and  discontinuation  of chicken
          operations.

     >>   Income from continuing  operations (before cumulative effect of change
          in accounting) increased significantly,  reflecting lower amortization
          expense,  lower interest  expense,  significant  improvement at United
          Agri  Products,  Packaged  Foods  operating  margin  expansion,  and a
          favorable insurance settlement.

     >>   As part of ongoing portfolio improvement initiatives, the company sold
          its fresh beef and pork business, its canned seafood business, and its
          cheese operations, and also agreed to sell its chicken business.



Key 2003 Operating Results:

o    The  company's  recent  divestiture  activity   significantly  impacts  the
     year-over-year comparability of sales and operating profits.

o    Packaged Foods operating profit increased due to effective cost management,
     improved mix, and growth for key brands.  Packaged Foods  operating  margin
     reached 13.4% up from 12.7% last year.

o    Food  Ingredients  operating  profit  decrease was  primarily  due to lower
     volumes and margins for certain spice products.

o    The Meat Processing  segment posted an operating profit decrease due to the
     removal  of fresh  beef  and  pork  operating  profits  from the  company's
     earnings base following the divestiture.  As a result of the fresh beef and
     pork divestiture and the planned chicken  divestiture,  the company will no
     longer have any current Meat Processing segment activities.

o    Agricultural  Products  posted a profit increase due to better customer and
     product mix and successful cost management initiatives.


OMAHA,  Neb.,  June 26,  2003--Today  ConAgra Foods,  Inc.  (NYSE:  CAG), one of
America's leading packaged food companies, reported diluted EPS of $0.28 for the
fourth quarter ended May 25, 2003,  versus $0.36 in the  comparable  period last
fiscal  year.  The  quarter's  results  include  $0.14 per share loss related to
discontinued  operations,  $.13 per  share of which  was due to a write  down of
chicken assets as part of the pending chicken company  divestiture.  Diluted EPS
for fiscal  2003 was $1.46,  compared to $1.47 in fiscal  2002.  Fiscal 2003 EPS
also  includes  $0.13  per  share  of  loss  relating  to  discontinued  chicken
operations.  Other items  affecting  the  comparability  of  year-over-year  EPS
results are discussed toward the end of this document.

Reflecting  the  divestitures  in the  Meat  Processing  segment  as well as the
divestiture of canned seafood,  cheese processing,  and other operations,  sales
for the fourth quarter declined,  as planned,  to $3.9 billion from $5.9 billion
last year.  Similarly,  fiscal  year sales were  approximately  $20  billion,  a
decline as planned  from over $25  billion  last  year.  As a result,  operating
profit for the quarter  increased 4% to $500 million,  and operating  profit for
the  year  decreased  1% to  $1.9  billion.  Packaged  Foods  operating  margins
(operating  profit divided by sales)  expanded to 13.4% from 12.7% for the year.
Income from continuing  operations increased 25% to $225 million for the quarter
and 14% to $840 million for the year.

Bruce Rohde,  chairman and chief  executive  officer,  commented,  "We have made
significant  progress  this year  transforming  ConAgra  Foods by reshaping  the
company to develop a richer  business  model.  Following  a series of  strategic
branded  acquisitions  over the last  several  years,  fiscal 2003 was a year of
reshaping  our  portfolio  to  focus on  high-quality,  high-margin  brands  and
products  that have wide appeal to  consumers  and trade  customers.  We reached
important  milestones this year by divesting fresh beef and pork,  seafood,  and
several cheese operations,  and by our agreement to sell our chicken operations.
This helps focus our resources to better serve our customers and consumers as we
work on becoming America's Favorite Food Company."

He went on to say,  "We are  encouraged  by the  year's  improvement  in overall
operating   margins  and  solid  cash  flow.   We  will  continue  to  focus  on
brand-building,  operating  efficiencies,  customer service, better margins, and
better  returns.  Because we have  divested  commodity-oriented  businesses,  we
should also benefit  from lower  volatility  of  earnings.  We expect our future
financial  performance to reflect the strength we have been building through our
portfolio, operations, marketing, logistics, and capital deployment strategies."

Segment Changes

During  the  quarter,   the  company  reclassified  its  chicken  operations  to
discontinued  operations.  In addition, the basic ingredients businesses,  which
include the commodity sourcing and merchandising functions, have been moved from
the Agricultural  Products  reporting segment to the Food Ingredients  reporting
segment.  Those  items  are  explained  in more  detail  toward  the end of this
document.

Statement of Financial Accounting Standards (SFAS) 142

Although  SFAS 142  favorably  impacted the quarter and fiscal year EPS results,
this had no significant impact on segment operating profit, as segment operating
profit  excludes  goodwill  amortization.  SFAS 142  provides  guidance  for the
accounting for intangibles, including goodwill and brands.

                                 Packaged Foods

               (85% of Fiscal 2003 Total Company Operating Profit)

During the quarter,  the company divested its canned seafood business as well as
two cheese processing businesses. Packaged Foods sales were $3.1 billion for the
quarter,  3% less than last year,  reflecting  the  divestitures;  lower selling
prices,  the result of lower input costs,  also  dampened  overall sales growth.
This quarter,  brand volume trends showed gains for several major frozen, snack,
and  refrigerated  brands like ACT II,  Banquet,  Eckrich,  Egg Beaters,  Hebrew
National, Kid Cuisine, Marie Callender's,  Orville Redenbacher's, and Reddi-wip,
and declines for some shelf-stable  products,  like Chef Boyardee,  Hunt's,  and
Wesson.

Overall  sales for  foodservice-oriented  products  were down  slightly  for the
quarter;  however,  sales for some product types like frozen seafood,  specialty
potato products,  and frozen pizzas increased.  The company believes the overall
foodservice outlook has improved compared to earlier in fiscal 2003.

Overall  segment   operating  profit  declined  $19  million  to  $418  million,
reflecting a $24 million  reduction to  inventory  values for some  refrigerated
foodservice meat products.  Advertising and promotion  expense  increased during
the quarter as the company  continues to invest in marketing and brand  building
to reinforce consumer franchises and fuel profitable future growth.

For the fiscal year,  Packaged Foods sales were $12.3  billion,  down from $12.5
billion last year, reflecting lower input costs and corresponding selling prices
for some product types,  as well as  divestitures.  Several key snack and frozen
brands posted sales gains for the year,  contributing  to the segment's  overall
mix improvement.  Operating profit for the Packaged Foods segment for the fiscal
year  grew  3%,  mostly  the  result  of  mix  improvement  and  effective  cost
management.  Advertising and promotion  expense increased during the year as the
company  continues to invest in marketing and brand building.  Overall  Packaged
Foods operating margin reached 13.4% for fiscal 2003,  significantly higher than
the 12.7% for fiscal 2002.

There are  several  initiatives  underway  to expand  the  profitability  of the
Packaged Foods segment,  including increased investment to strengthen the equity
of major brands,  innovation with new products, and improved product quality. In
addition,   the  company   considers  SKU  reduction,   administrative   expense
reductions,  and the streamlining of its supply chain and logistics functions to
be important  components of its goal to expand Packaged Foods segment margins in
fiscal 2004 and beyond.




                                Food Ingredients

               (7% of Fiscal 2003 Total Company Operating Profit)

During the quarter, sales for the Food Ingredients segment were $530 million, up
from $474 million last year,  reflecting strong top-line  performance for milled
products  and  basic  ingredients  operations,   largely  reflective  of  higher
underlying input costs for grain-based  products.  Operating profit decreased to
$26  million  due to lower  margins  for milled  products  and  specialty  spice
products, as well as increased systems development and administrative  expenses.
For the fiscal year, sales reached $2.2 billion, up from $2.0 billion last year,
and operating  profit  decreased to $133 million from $198  million.  The year's
lower  operating  profits  were mostly due to weaker  volumes and margins in the
company's  milled and specialty  spice  businesses,  largely  resulting  from an
intensely competitive environment.

The Food  Ingredients  segment now  includes  the  company's  basic  ingredients
businesses,  which  are  the  company's  commodity  sourcing  and  merchandising
functions; those functions were previously included in the Agricultural Products
segment.  Historical  segment  results  have been  reclassified  to reflect this
segment change.

                                 Meat Processing

               (5% of Fiscal 2003 Total Company Operating Profit)

During the quarter,  the company settled an insurance claim related to a fire at
a beef plant  previously owned by the company in Garden City, Kan. The insurance
proceeds  represented  a recovery  for the loss of  facilities,  inventory,  and
related items. As a result of the settlement, the company realized approximately
$50 million of operating profit in the fourth quarter,  or  approximately  $0.06
per  diluted  share.  The  destroyed  plant was part of the fresh  beef and pork
business divested earlier in fiscal 2003. For fiscal 2003, Meat Processing sales
were $2.5  billion and  operating  profit was $99 million,  substantially  below
fiscal 2002 amounts, which reflects the fresh beef and pork divestiture.

On June 9, 2003,  the  company  announced  the sale of its  chicken  business to
Pilgrim's  Pride  Inc.;  the  transaction  is expected to close in the summer of
2003.  The company  will now report  current and  historical  chicken  operating
results as discontinued operations,  and those results are no longer part of the
Meat  Processing  segment.  In the  fourth  quarter,  the  company  recorded  an
impairment  charge of  approximately  $0.13 per  share,  a write down of chicken
assets as part of the pending chicken company  divestiture.  Reclassifying  this
business to  discontinued  operations  has  resulted in  adjustments  to certain
historical  amounts.  Those adjustments are detailed in the  question-and-answer
document   relating   to   this   release   on  the   company's   Web   site  at
www.conagrafoods.com under the section for Investors.

                              Agricultural Products

               (3% of Fiscal 2003 Total Company Operating Profit)

During the fourth quarter, sales for the company's Agricultural Products segment
were $307  million,  down from $346  million  last  year,  primarily  reflecting
planned  changes in customer mix. The segment  posted an operating  profit of $6
million,  compared to a loss of $40 million in the fourth  quarter of last year.
Improved  customer  and  product  mix,  as well as  effective  cost  management,
accounted for the operating profit improvement for the quarter.

For fiscal  2003,  sales for the  Agricultural  Products  segment  totaled  $2.9
billion,  compared  with  $3.2  billion  last  fiscal  year.  Operating  profits
increased for the year to $49 million, $85 million higher than last fiscal year,
reflecting a successful  turnaround  for this  business over the last two fiscal
years.

The company's  Agricultural  Products  segment  includes only results for United
Agri Products (UAP), which distributes crop inputs to the grower community.  The
company's basic  ingredients  businesses,  which are the commodity  sourcing and
merchandising functions, were previously reported in this segment, and are now a
part of the Food  Ingredients  segment.  Historical  segment  results  have been
changed to reflect this classification change.

Interest,  Taxes,  Corporate  Expense & Capital  Expenditures

Interest  expense  declined  $44 million to $59 million for the fourth  quarter.
During the quarter,  the  company's  effective tax rate was  approximately  31%,
significantly  lower than in previous quarters and largely due to the tax impact
of recent  divestitures.  Corporate expenses for the fourth quarter increased to
$134  million.   Excluding   amounts  for   discontinued   operations,   capital
expenditures  were $123 million compared with $141 million in the fourth quarter
of fiscal 2002. Excluding amount for discontinued  operations,  depreciation and
total  amortization  was $100  million for the quarter  versus $145 million last
year. Dividends paid were $131 million, compared with $124 million last year.

For fiscal 2003,  interest expense declined  approximately  $125 million to $276
million.  The effective tax rate for fiscal 2003 was  approximately  35%,  lower
than last  year's  tax rate,  primarily  reflecting  the  impact of SFAS 142 and
divestitures.  Corporate  expenses  increased to $411 million from $279 million,
partly reflecting transaction and divestiture-related costs as well as increased
expenses for marketing initiatives,  systems,  pension, employee medical benefit
costs, and other items. Excluding amounts for discontinued  operations,  capital
expenditures  were $391  million  compared  with $476  million last fiscal year.
Excluding   amounts  for   discontinued   operations,   depreciation  and  total
amortization was $401 million for the fiscal year versus $564 million last year.
Dividends paid were $509 million, compared with $483 million.

Outlook

Rohde remarked,  "We enter fiscal 2004 as a more focused  company,  aggressively
pursuing our goal of developing a richer  business  model. We expect to continue
to improve  our mix,  margins,  and  returns  for the  long-term  benefit of our
shareholders by building brands,  channel expertise,  and strong franchises with
our  customers  and  consumers.  Shaping  our  portfolio,   achieving  efficient
operations,  and refining our sales and distribution  expertise are underway and
gaining momentum. We look forward to reporting on our progress."

The company's  long-term  expectation is for operating  earnings from businesses
owned for the entire  fiscal  year to grow at a annual  rate in the  mid-to-high
single  digits,  likely  5-9% in most  years,  reflecting  anticipated  industry
conditions and opportunities  for cost savings and product mix improvement.  The
company  is  aggressively   reviewing  all  aspects  of  its  supply  chain  and
manufacturing network for future profit improvement opportunities, and will make
significant  changes  to them in fiscal  2004,  if  warranted,  to  improve  the
prospects of long-term  profitability.  Given that fiscal 2004 could be impacted
by these and other factors,  including the  possibility  of short-term  earnings
charges  associated with possible changes to the supply chain and  manufacturing
network, the company is not providing specific EPS guidance for full year fiscal
2004.

Due to a change in  business  mix  year-over-year  and  plans  for  concentrated
marketing spending, the company expects EPS for the first quarter of fiscal 2004
to be below  that of fiscal  2003.  The first  quarter of fiscal  2003  included
operating  profit from the divested  fresh beef and pork  operations,  while the
first quarter of fiscal 2004 will have no such operating profit.

As the company states in its 2002 annual report  regarding its EPS  expectations
for  most  years,  there  may be  years  when  the  company  experiences  strong
year-over-year  EPS growth and other  years when the  company  experiences  more
modest  growth or even EPS  declines.  This is largely  due to changes in market
conditions and business  cycles as well as the need for  concentrated  marketing
investment  or other  strategic  moves,  which can at times  depress  short-term
earnings. Acquisitions, divestitures, and other events can impact results in any
given year.

Major Items Affecting EPS Comparability

In addition to the write down of chicken assets as part of the pending  chicken
company divestiture,  several factors impact the comparability of year-over-year
EPS for the quarter and the full fiscal year. Fourth quarter and fiscal 2003 EPS
include $0.06 and $0.23,  respectively,  of benefit due to no longer  amortizing
certain  intangibles per industry wide required adoption of SFAS 142. Due to the
fresh beef and pork divestiture,  fresh beef and pork related profits were $0.04
and $0.15 per  diluted  share  lower in the fourth  quarter and full fiscal year
2003, respectively,  as compared with the applicable periods in fiscal 2002. The
current  quarter  and full year's  results  also  include a  favorable  $.06 per
diluted share effect of insurance settlement related to a plant fire.

In addition,  the company  incurred  increased  pension expense due to a planned
reduction in the discount  rate and lower asset return  assumptions.  Also,  the
company was unfavorably  impacted by lowering inventory values at its garlic and
refrigerated foodservice businesses.

Change to Reporting Segments

Effective  this quarter,  there are two major  changes to the company's  segment
reporting and historical results:

o    The company previously  reported an agreement to sell its chicken business.
     That  transaction  is expected  to close in the summer of 2003.  Because of
     that agreement, the results for the chicken business, which were previously
     reported  under the Meat  Processing  segment,  are now reported as results
     from discontinued  operations.  Reclassifying the chicken results in such a
     manner impacts certain amounts,  including  current and historical  segment
     results.  Overall  current and historical  diluted EPS does not change as a
     result of the classification changes.

o    As a result of  organizational  changes and  consolidation  for operational
     efficiencies,  as  well  as  senior  leadership  changes  within  the  Food
     Ingredients segment, the company has changed the Food Ingredients reporting
     segment  so  that  it  now  includes  results  for  the  basic  ingredients
     operations,  which  include the  commodity  procurement  and  merchandising
     functions.  Those  functions  were  previously  reported  as  part  of  the
     Agricultural   Products   reporting   segment.   As  a   result   of   this
     reclassification,  the Food  Ingredients  segment now includes  results for
     milled products, the specialty spice operations, and basic ingredients. The
     Agricultural  Products  segment now only  includes  results for United Agri
     Products (UAP), its crop inputs distribution business.

Change in Reporting of Equity Method Investment Earnings

As previously reported,  on September 19, 2002, the company sold the majority of
its fresh beef and pork businesses to a venture led by Hicks, Muse, Tate & Furst
of  Dallas,  Texas.  This  transaction  was  part  of the  company's  agenda  to
concentrate  capital in branded and value-added  businesses.  As a result of the
transaction,  the company owns an equity interest in the new Swift & Co. ConAgra
Foods now reports its portion of the  earnings  from all of its joint  ventures,
including  Swift & Co., as equity  method  investment  earnings.  The  company's
earnings from those activities were previously reported in the operating profits
of  the  applicable  reporting  segments.   Reclassifying  these  earnings  from
operating  profit  to  equity  method   investment   earnings  has  resulted  in
adjustments  to  historical   reporting   segment   operating   profit  numbers.
Reclassified  historical  segment  operating profit numbers are available in the
question-and-answer  document relating to the December 19, 2002 earnings release
on the  company's  Web  site  at  www.conagrafoods.com  under  the  section  for
Investors.

ConAgra Foods,  Inc. (NYSE: CAG) is one of North America's largest packaged food
companies,  serving  consumer  grocery  as well as  restaurant  and  foodservice
establishments.  Popular ConAgra Foods consumer brands include:  Hunt's, Healthy
Choice, Banquet,  Armour, Louis Kemp, La Choy, Lunch Makers, Knott's Berry Farm,
Wesson, Blue Bonnet, Kid Cuisine, Parkay, Reddi-wip, Marie Callender's,  Cook's,
Butterball,  ACT II, Slim Jim, Eckrich,  Chef Boyardee,  Orville  Redenbacher's,
PAM, Snack Pack, Van Camp's,  Peter Pan, Hebrew  National,  Gulden's,  Pemmican,
Swiss  Miss,  and  many  others.  For  more  information,  please  visit  us  at
www.conagrafoods.com.

Discussion of Results

A discussion of ConAgra Foods' fourth quarter  results by Bruce Rohde,  chairman
and chief executive officer;  Jim O'Donnell,  executive vice president and chief
financial officer; and Chris Klinefelter,  vice president of investor relations,
will be  available  today at 8:00 a.m.  EDT.  To  access  the  discussion,  call
toll-free at 1-877-447-8217.  International  callers should dial 1-706-679-0415.
On    the     Internet,     you     may     access     the     discussion     at
http://www.conagrafoods.com/investors. No passcode or call identification number
is needed for the call at 8:00 a.m. EDT. A digital replay of the discussion will
be available after 9:00 a.m. EDT at  1-800-642-1687  and at  1-706-645-9291  for
international  callers.  The  conference  identification  number for the digital
replay for domestic and international callers is 9851129. The company has posted
question-and-answer information relating to this release and an audio archive of
management's  discussion at  http://www.conagrafoods.com/investors.  See ConAgra
Foods' Web site for recent news at http://www.conagrafoods.com.

Note on Forward-Looking Statements:

This news release contains  "forward-looking"  statements  within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's  current expectations and are subject to uncertainty and changes
in  circumstances.  Actual  results may vary  materially  from the  expectations
contained in the  forward-looking  statements.  Future  economic  circumstances,
industry conditions, company performance and financial results, availability and
prices of raw materials,  product pricing,  competitive  environment and related
market  conditions,  operating  efficiencies,  access  to  capital,  actions  of
governments and regulatory factors affecting the company's  businesses and other
risks described in the company's  reports filed with the Securities and Exchange
Commission  are  examples  of factors,  among  others,  that could cause  actual
results  to  differ  materially  from  those  described  in the  forward-looking
statements.  The company is under no obligation to (and expressly  disclaims any
such obligation to) update or alter its forward-looking  statements whether as a
result of new information, future events, or otherwise.





ConAgra Foods, Inc.

Segment Operating Results
In millions                              FOURTH QUARTER - 13 Weeks Ended
                                         -------------------------------

                           May 25, 2003         May 26, 2002     Percent Change
                           ------------         ------------        -------

SALES
Packaged Foods               $3,072.9             $3,155.3           (2.6)%
Food Ingredients                530.0                473.5
                                                                     11.9%
Meat Processing                   -                1,899.9         (100.0)%
Agricultural Products           306.6                346.1          (11.4)%
                                -----            ----------
   Total                     $3,909.5             $5,874.8          (33.5)%

OPERATING PROFIT
Packaged Foods                 $418.1               $436.7           (4.3)%
Food Ingredients                 25.7                 39.5          (34.9)%
Meat Processing                  49.7                 44.0           13.0%
Agricultural Products             6.0                (39.6)         115.2%
                               ------            ---------
 Total operating profit        $499.5               $480.6            3.9%
 for segments                  ======               ======

Reconciliation of total
operating profit to income
from continuing operations
before equity method investment
earnings, income tax and cumulative
effect of accounting change

Items excluded from segment
 operating profit:
   General corporate expense   $133.7                $71.5           87.0%
   Interest expense, net         59.1                103.5          (42.9)%
   Goodwill amortization          -                   26.7         (100.0)%
                               ------             --------
Income from continuing
operations before equity
method investment earnings,
income tax, and cumulative
effect of accounting change   $306.7               $278.9             10.0%
                              ======               ======

Equity method investment
 earnings                      $11.9                 $9.0             32.2%

Income (loss) from
 discontinued operations,
 net of tax                   $(74.7)               $12.7           (688.2)%

Segment  operating  profit excludes  interest  expense,  goodwill  amortization,
general corporate expense,  income taxes and equity method investment  earnings.
Management  believes  such  expenses  are not directly  associated  with segment
performance  results for the period.  Management  believes the  presentation  of
total operating profit for segments facilitates  period-to-period  comparison of
results of segment operations.





ConAgra Foods, Inc.

Segment Operating Results
In millions                            TWELVE MONTHS - 52 Weeks Ended
                                       ------------------------------

                                May 25, 2003     May 26, 2002     Percent Change
                                ------------     ------------         -------

SALES
Packaged Foods                   $12,266.1         $12,497.3           (1.8)%
Food Ingredients                   2,192.5           2,020.3            8.5%
Meat Processing                    2,468.7           7,733.4          (68.1)%
Agricultural Products              2,911.9           3,222.0           (9.6)%
                                ------------      ------------
   Total                         $19,839.2         $25,473.0          (22.1)%
                                 ---------         ---------

OPERATING PROFIT
Packaged Foods                    $1,643.0          $1,591.1            3.3%
Food Ingredients                     133.4             198.1          (32.7)%
Meat Processing                       99.4             188.8          (47.4)%
Agricultural Products                 49.2             (35.3)         239.4%
                                   -------          ---------
   Total operating profit for     $1,925.0          $1,942.7           (0.9)%
    segments                      ========           ========

Reconciliation of total operating
profit to income from continuing
operations before equity method
investment earnings, income tax
and cumulative effect of accounting
change

Items excluded from
segment operating profit:
     General corporate expense     $410.5             $279.3           47.0%
     Interest expense, net          276.3              401.1          (31.1)%
     Goodwill amortization            -                108.1         (100.0)%
                                   ------            ---------
Income from continuing operations
before equity method investment
earnings, income tax, and
cumulative effect of
accounting change                $1,238.2           $1,154.2            7.3%
                                 ========           ========

Equity method investment
 earnings                           $37.9              $27.2           39.3%

Income (loss) from discontinued
 operations, net of tax            $(69.2)             $49.3         (240.4)%

Segment  operating  profit excludes  interest  expense,  goodwill  amortization,
general corporate expense,  income taxes and equity method investment  earnings.
Management  believes  such  expenses  are not directly  associated  with segment
performance  results for the period.  Management  believes the  presentation  of
total operating profit for segments facilitates  period-to-period  comparison of
results of segment operations.







ConAgra Foods, Inc.

Consolidated Statement of Earnings
In millions, except per share amounts      FOURTH QUARTER - 13 Weeks Ended
                                           -------------------------------
                                   May 25, 2003    May 26, 2002   Percent Change
                                   ------------    ------------      -------

Net sales                            $3,909.5          $5,874.8      (33.5)%
                                     --------          --------
Costs and expenses
  Cost of goods sold                 3,008.6           4,920.5      (38.9)%
  Selling, general and administrative
   expenses                            535.1             571.9       (6.4)%
  Interest expense, net                 59.1             103.5      (42.9)%
                                    -----------      ------------
                                    $3,602.8          $5,595.9      (35.6)%
                                    --------          --------

Income from continuing operations before
  equity method investment earnings and
  income taxes                        $306.7            $278.9       10.0%
Equity method investment earnings       11.9               9.0       32.2%
Income taxes                            93.5             108.4      (13.7)%
                                   ---------------  ---------------
Income from continuing operations     $225.1            $179.5       25.4%
                                   -----------       -----------

Discontinued Operations
  Income (loss) from operations of
    discontinued poultry business    $(120.2)            $20.7     (680.7)%
  Income tax (expense) benefit          45.5              (8.0)     668.8%
                                    -----------        -----------
  Income (loss) from discontinued
   operations                         $(74.7)            $12.7     (688.2)%
                                      -------            -----

Net Income                           $ 150.4           $ 192.2      (21.7)%
                                      =======           =======

Income per share - basic
  Income from continuing operations    $0.43             $0.35       22.9%
  Income (loss) from discontinued
   operations                          (0.14)             0.02     (800.0)%
                                      ------              ----
  Net income                           $0.29             $0.37      (21.6)%
                                       =====             =====

  Weighted average shares outstanding  529.2             526.7        0.5%
                                       =====             =====

Income per share - diluted
  Income from continuing operations    $0.42             $0.34       23.5%
  Income (loss) from discontinued
   operations                          (0.14)             0.02     (800.0)%
                                       ------             ----
  Net income                           $0.28             $0.36      (22.2)%
                                       =====             =====

   Weighted average shares and share
      equivalents outstanding          530.0             529.1        0.2%
                                       =====             =====









ConAgra Foods, Inc.

Consolidated Statement of Earnings
In millions, except per share amounts         TWELVE MONTHS - 52 Weeks Ended
                                              ------------------------------
                                May 25, 2003     May 26, 2002     Percent Change
                                ------------     ------------         -------
Net sales                         $19,839.2         $25,473.0        (22.1)%
                                  ---------         ---------
Costs and expenses
   Cost of goods sold              16,016.3          21,495.6        (25.5)%
   Selling, general and
    administrative expenses         2,308.4           2,422.1         (4.7)%
   Interest expense, net              276.3             401.1         (31.1)%
                                 ------------      ------------
                                  $18,601.0         $24,318.8         (23.5)%
                                  ---------         ---------
Income from continuing operations
  before equity method investment
  earnings, income taxes and
  cumulative effect of changes
  in accounting                    $1,238.2          $1,154.2          7.3%
Equity method investment earnings      37.9              27.2         39.3%
Income taxes                          436.0             445.7          (2.2)%
                                   ------------  ----------------
Income from continuing operations
  before cumulative effect of
  changes in accounting            $  840.1          $  735.7          14.2%
                                 -----------       -----------

Discontinued Operations
  Income (loss) from operations of
    discontinued poultry business   $(111.7)            $80.3        (239.1)%
  Income tax (expense) benefit         42.5             (31.0)        237.1%
                                   -----------     --------------
  Income (loss) from discontinued
   operations                        $(69.2)            $49.3        (240.4)%
                                     -------            -----

Cumulative effect of changes in
 accounting                            $3.9             $(2.0)        295.0%

Net Income                          $ 774.8           $ 783.0          (1.0)%
                                    =======           =======

Income per share - basic
  Income from continuing operations*  $1.59             $1.39          14.4%
  Income (loss) from discontinued
   operations                         (0.13)             0.09        (244.4)%
  Cumulative effect of changes in
   accounting                          0.01               --          100.0%
                                       ----               --
  Net income                          $1.47             $1.48          (0.7)%
                                      =====             =====

  Weighted average shares outstanding 528.6             525.8           0.5%
                                      =====             =====

Income per share - diluted
  Income from continuing operations*  $1.58             $1.38          14.5%
  Income (loss) from discontinued
   operations                         (0.13)             0.09        (244.4)%
  Cumulative effect of changes in
   accounting                          0.01               --          100.0%
                                       ----               --
  Net income                          $1.46             $1.47          (0.7)%
                                      =====             =====

  Weighted average shares and share
   equivalents outstanding            530.7             528.0           0.5%
                                      =====             =====

* Prior year includes a charge to retained  earnings of $0.01 resulting from the
company's redemption of a subsidiary's preferred securities.






ConAgra Foods, Inc.

Consolidated Balance Sheets
In millions

ASSETS                                      May 25, 2003          May 26, 2002
- ------                                      ------------          ------------
Current assets
   Cash and cash equivalents                 $  628.6              $  157.9
   Receivables, less allowance for doubtful
    accounts of  $86.6 and $101.3               976.0               1,276.4
   Inventories                                3,274.8               4,077.1
   Prepaid and other current assets             863.1                 576.4
   Current assets from discontinued operations  317.1                 346.1
                                                -----                 -----
      Total current assets                    6,059.6               6,433.9

Property, plant and equipment, net            2,819.8               3,449.9

Brands, trademarks and goodwill, net          4,669.9               4,786.0

Other assets                                  1,158.0                 418.9

 Non-current assets from discontinued
  operations                                    364.1                 482.2
                                                -----                 -----

   Total assets                             $15,071.4             $15,570.9
                                            =========             =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Notes payable                              $  26.9                 $30.9
   Current installments of long-term debt       508.7                 209.0
   Accounts payable                           1,277.0               2,103.9
   Advances on sales                            351.3                 374.8
   Other accrued liabilities                  1,493.1               1,452.9
   Current liabilities from discontinued
    operations                                  146.4                 141.9
                                                -----                 -----
      Total current liabilities               3,803.4               4,313.4

Senior long-term debt, excluding current
 installments                                 4,632.2               4,973.7

Other non-current liabilities                 1,062.7               1,015.8

Non-current liabilities from discontinued
 operations                                      13.4                  32.7

Subordinated debt                               763.0                 752.1

Preferred securities of a subsidiary company    175.0                 175.0

Common stockholders' equity                   4,621.7               4,308.2
                                              -------               -------

 Total liabilities and stockholders' equity $15,071.4             $15,570.9
                                            =========             =========