FOR IMMEDIATE RELEASE

CONAGRA FOODS REPORTS FIRST-QUARTER RESULTS,
EXPECTS SOLID EARNINGS PERFORMANCE FOR FISCAL 2004


FIRST Quarter 2004

Highlights (versus a year ago):

o    EPS = $0.37 vs. $0.43 last year.

     >>   Several items affect year-over-year comparisons:

          o    Prior year  includes  $0.05 per diluted  share of  earnings  from
               businesses  the  company  no  longer  owns and the  impact  of an
               accounting change.

          o    Current  year  includes  $0.07  per  diluted  share of  earnings,
               reflecting the net effect of tax matters, legal settlements,  and
               an accounting change.

     >>   Current  quarter  results  reflect  growth  in  Agricultural  Products
          earnings,  improved interest expense,  and lower first quarter profits
          for Packaged Foods and Food Ingredients.

     >>   Earnings from discontinued  chicken  operations were $0.01 per diluted
          share  lower in the current  year than in the prior year.  The company
          expects to complete  the  divestiture  of its chicken  business in the
          second fiscal quarter.

OMAHA,  Neb.,  Sept. 18,  2003--Today  ConAgra Foods,  Inc. (NYSE:  CAG), one of
America's leading packaged food companies, reported first quarter diluted EPS of
$0.37 for the quarter ended Aug. 24, 2003, compared with $0.43 last fiscal year.
As expected,  the  company's  first-quarter  sales and EPS were below last year,
reflecting strategic  divestitures completed during fiscal 2003. Sales were $4.4
billion  compared with $6.6 billion last year,  following the divestiture of the
fresh beef, pork,  canned seafood,  and cheese  businesses.  Net income was $195
million compared with $228 million last fiscal year.



Bruce Rohde,  chairman and chief  executive  officer,  commented,  "We've made a
significant   and  deliberate   transformation   of  our  portfolio  to  have  a
higher-quality  mix of  businesses.  Our first  quarter is typically  one of the
lightest of our fiscal year, and, because of that and  divestitures,  we planned
for this fiscal year's first-quarter sales and earnings to be below last year's.
However,  with our improved business mix, we expect a solid earnings performance
for the full fiscal  year.  We have focused our  resources  on  profit-enhancing
initiatives  in the  areas of brand  building,  sales and  marketing  execution,
customer service capabilities,  and cost-savings  programs.  Our businesses have
identified and are  aggressively  pursuing  cost-saving  opportunities to reduce
complexity, improve efficiency, and drive solid earnings performance. The target
is improved overall  margins,  better returns on invested  capital,  and a solid
earnings performance this fiscal year and next."

                                 Packaged Foods

Packaged Foods segment sales were $2.7 billion,  compared with $2.9 billion last
year. The  year-over-year  sales decrease reflects the divestiture of the canned
seafood and cheese  processing  operations.  During the quarter,  sales grew for
many key categories and brands, including frozen meals (Banquet, Healthy Choice,
and Kid  Cuisine),  canned  pasta (Chef  Boyardee),  tomato  products  (Hunt's),
whipped  toppings  (Reddi-wip),   cooking  spray  (PAM),  dinner  kits  (Banquet
Homestyle  Bakes),  liquid  eggs  (Egg  Beaters),  meat  snacks  (Slim  Jim  and
Pemmican),  chili (Wolf),  oil (Wesson),  sausages (Eckrich and Brown 'N Serve),
and others.  Some  brands that did not post sales gains for the quarter  include
Armour, Blue Bonnet, Butterball, Marie Callender's,  Orville Redenbacher's,  and
Van Camp's. The company is particularly encouraged by favorable results for some
of its large  frozen  brands.  During the quarter,  the company  invested in new
branded retail products in frozen meals, shelf-stable meals, snacks, and dessert
categories as part of a plan to fuel profitable future growth. Overall sales for
the  company's  foodservice   operations  declined  slightly  for  the  quarter,
primarily in processed  and specialty  meats,  but some key product lines showed
sales growth and the  industry is showing  positive  signs in certain  segments.
Volumes  for deli  customers  grew while  volumes  for  retail  and  foodservice
customers  declined.  Marketing  mix  improved  during the quarter as part of an
ongoing  program to target a greater  percentage of marketing  resources  toward
consumer connections and usage.



Overall  segment  operating  profit  declined to $284 million from $353 million.
Operating  profit and margins  reflect  overall volume  declines and unfavorable
mix. The Packaged  Foods  segment will  continue to focus its resources on brand
building, product mix, customer service, and productivity initiatives as part of
its ongoing plan to grow Packaged Foods sales and profits and expand margins.

                                Food Ingredients

During the  quarter,  sales for the Food  Ingredients  segment were $574 million
compared with $591 million last year.  Sales results reflect higher flour prices
which were more than offset by expected lower volumes for some basic ingredients
operations.  Operating profits declined to $31 million,  reflecting higher input
costs  for  the  flour  business  and  lower  profits  for  some   merchandising
operations.



                             Agricultural Products

During  the first  quarter,  operating  profits  for the  Agricultural  Products
segment  increased to $58 million  compared  with $39 million in the prior year,
reflecting  improved  customer and product mix and  effective  cost  management.
Sales were $1.1  billion,  down  slightly as part of a plan to improve  customer
mix. The company's  Agricultural  Products  segment  consists of results for UAP
(United Agri Products), which distributes crop inputs to the grower community.

Interest, Corporate Expense, Depreciation & Capital Expenditures From Continuing
Operations

Net interest  expense for the quarter was $66 million  compared with $84 million
the prior year.  Capital  expenditures  totaled $78  million  compared  with $91
million last year.  Depreciation and amortization  expense was approximately $91
million for the quarter versus $108 million a year ago. Dividends paid were $131
million compared with $124 million.  Corporate  expense was $92 million compared
with $67 million last year - the increase  largely  reflects the  resolution  of
litigation described below.

Rohde  concluded,  "We have been  progressively  reshaping the company  toward a
richer  business mix and  building  customer-focused  resources.  Our goal is to
become America's Favorite Food Company with a portfolio of favorite products for
grocery,  restaurant,  and ingredient customers,  supported by superior customer
service capabilities.  We continue to make important changes to our portfolio of
businesses so that all of our resources are strategically aligned with our goals
to profitably and efficiently  serve customers.  We look forward to reporting on
our progress."



Items Affecting Year-Over-Year Comparability of Results

Items in the first quarter of fiscal 2003 that are not repeated in first quarter
of fiscal 2004:

     o    Prior year results  include  $0.05 per diluted  share of earnings from
          businesses  the company no longer owns and the impact of an accounting
          change.

          o    The results for the first  quarter of the  company's  last fiscal
               year included  approximately  $0.04 per diluted share of earnings
               due to businesses the company no longer  owns-fresh beef and pork
               (divested  September 2002),  canned seafood  (divested May 2003),
               and cheese  (divested  May  2003),  and also  included  $0.01 per
               diluted share of earnings from a change in accounting relating to
               the required adoption of SFAS 142, which deals with intangibles.

Included in the results for the first quarter of fiscal 2004:

     o    Current year results  include net $0.07 per diluted share of earnings,
          reflecting tax matters,  legal  settlements,  and an accounting change
          relating to SFAS 143, which deals with asset retirement obligations.

          o    The  results  for the  first  quarter  of  fiscal  2004  included
               approximately  $0.02  per  diluted  share  of  expense  from  the
               cumulative  effect  of a  change  in  accounting  related  to the
               required  adoption of SFAS 143, which deals with asset retirement
               obligations.

          o    The  results  for  the  first  quarter  of  fiscal  2004  include
               approximately  $0.03  per  diluted  share of  litigation  expense
               related to a choline  cloride  joint venture with DuPont that was
               sold in 1997.  That expense is reported as part of the  corporate
               expense and is not part of the operating segment results.

          o    The  results  for  the  first  fiscal  quarter  of  2004  include
               approximately  $0.12 per diluted share of earnings related to tax
               matters.  Recently,  the company  closed out some  interest  rate
               swaps put in place as part of a strategy to hedge  interest costs
               associated  with  long-term  debt.  As a  result,  the  company's
               effective tax rate for the quarter was reduced, as the company on
               a  go-forward  basis will  utilize  capital  loss  carry-forwards
               generated from the business  disposition  process.  The quarterly
               benefit  from  tax  matters  also  includes  amounts  related  to
               finalizing IRS audits of the company's  federal tax returns.  The
               overall   quarterly  benefit  from  tax  matters  results  in  an
               effective tax rate of approximately  9% for the quarter.  This is
               substantially  lower than the 38% effective tax rate expected for
               the remainder of the fiscal year.



Discontinued Operations

During the quarter, earnings from discontinued chicken operations were $0.01 per
diluted  share  lower  than in the same  quarter  last year,  reflecting  market
conditions.  The company expects to complete the sale of its chicken business to
Pilgrim's Pride Corp. in the second fiscal quarter.

Reclassification

During the quarter, the bulk fertilizer business was moved from the Agricultural
Products segment to the Food Ingredients segment because that business fits with
and is managed  with the  company's  other basic inputs  operations.  Historical
segment  results  have been  changed to reflect  this and are  available  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.

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



Discussion of Results

A discussion of ConAgra  Foods' first 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 8:30 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 8:30 a.m. EDT. A digital replay of the discussion will
be available after 9:30 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 1782217. 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                       FIRST QUARTER - 13 Weeks Ended
                                  ------------------------------

                       August 24, 2003     August 25, 2002    Percent Change
                       ---------------     ---------------       -------

SALES
Packaged Foods             $2,721.4            $2,889.0           (5.8)%
Food Ingredients              574.2               590.7           (2.8)%
Agricultural Products       1,098.1             1,111.8           (1.2)%
Meat Processing                 -               1,962.3         (100.0)%
                            -------            --------
   Total                    4,393.7             6,553.8          (33.0)%
                            -------            --------         -------

OPERATING PROFIT
Packaged Foods               $284.0              $353.1          (19.6)%
Food Ingredients               30.7                38.6          (20.5)%
Agricultural Products          58.3                38.6           51.0%
Meat Processing                 -                  46.2         (100.0)%
                               ----              ------
 Total operating profit       373.0               476.5          (21.7)%
 for segments

Reconciliation of total operating profit to income from continuing operations
before income tax and cumulative effect of changes in accounting

Items excluded from segment operating profit:
  General corporate expense    92.2                67.2           37.2%
  Interest expense, net        65.7                83.5          (21.3)%
  Equity method investment      9.5                 7.8           21.8%
  earnings                      ---                 ---
Income from continuing
operations before income tax
and cumulative effect of     $224.6              $333.6          (32.7)%
changes in accounting        ======              ======


Segment  operating  profit excludes  general  corporate  expense,  equity method
investment earnings and net interest expense.  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

                                         FIRST QUARTER - 13 Weeks Ended

                                  August 24, 2003  August 25, 2002   Percent
                                                                     Change

Net sales                             $4,393.7        $6,553.8       (33.0)%
                                      --------        --------
Costs and expenses
   Cost of goods sold                  3,543.1         5,575.2       (36.4)%
   Selling, general and                  569.8           569.3         0.1%
   administrative expenses
   Interest expense, net                  65.7            83.5       (21.3)%
                                   -----------     -----------
                                       4,178.6         6,228.0       (32.9)%
Equity method investment earnings          9.5             7.8        21.8%
                                           ---             ---
Income from continuing operations before
  income tax and cumulative effect
  of changes in accounting               224.6           333.6       (32.7)%
Income taxes                              20.9           123.0       (83.0)%
                                   ---------------  ----------------
Income from continuing operations        203.7           210.6        (3.3)%
before cumulative effect of changes
in accounting

Income from discontinued operations        2.9            13.1      (77.9)%
                                           ---            ----
Income before cumulative effect of       206.6           223.7       (7.6)%
changesin accounting
Cumulative effect of changes             (11.7)            3.9        N/A
in accounting                            ------            ---
Net Income                             $ 194.9         $ 227.6      (14.4)%
                                        =======        =======

Income per share - basic
  Income from continuing operations      $0.38           $0.40       (5.0)%
  Income from discontinued operations     0.01            0.02      (50.0)%
  Cumulative effect of changes in        (0.02)           0.01        N/A
  accounting                             ------           ----
  Net income                             $0.37           $0.43      (14.0)%
                                         =====           =====

   Weighted average shares outstanding   530.0           527.7        0.4%
                                         =====           =====

Income per share - diluted
  Income from continuing operations      $0.38           $0.40       (5.0)%
  Income from discontinued operations     0.01            0.02      (50.0)%
  Cumulative effect of changes in        (0.02)           0.01        N/A
  accounting                            ------            ----
  Net income                             $0.37           $0.43      (14.0)%
                                         =====           =====

   Weighted average shares and share
      equivalents outstanding            531.5           530.5        0.2%
                                         =====           =====





ConAgra Foods, Inc.

Consolidated Balance Sheets
In millions

ASSETS
                                     August 24, 2003       August 25, 2002
Current assets
   Cash and cash equivalents            $  680.7                $  17.4
   Receivables, less allowance for
      doubtful accounts of $89.4         1,571.3                1,910.6
      and $111.0
   Inventories                           3,443.1                4,472.8
   Prepaid and other current assets        562.5                  666.6
   Current assets from discontinued        316.1                  372.0
   operations                              -----                  -----
      Total current assets               6,573.7                7,439.4

Property, plant and equipment, net       2,794.5                3,415.5

Goodwill                                 3,830.5                3,906.8

Brands, trademarks and other intangibles,  833.5                  878.9
 net
Other assets                             1,149.7                  431.4

Non-current assets from discontinued       357.3                  472.0
  operations                               -----                  -----

   Total assets                        $15,539.2              $16,544.0
                                       =========              =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Notes payable                       $  161.9                $1,229.8
   Current installments of long-term debt 520.4                   208.5
   Accounts payable                     1,616.2                 1,537.0
   Advances on sales                      180.4                   180.4
   Other accrued liabilities            1,740.4                 1,690.9
   Current liabilities from discontinued  149.6                   142.8
     operations                           -----                   -----
      Total current liabilities         4,368.9                 4,989.4

Senior long-term debt, excluding        4,525.9                 5,055.9
  current installments
Other non-current liabilities             950.6                 1,057.4

Non-current liabilities from               16.8                    31.8
  discontinued operations
Subordinated debt                         758.4                   760.9

Preferred securities of a subsidiary      175.0                   175.0
  company
Common stockholders' equity             4,743.6                 4,473.6
                                        -------                 -------

   Total liabilities and stockholders'$15,539.2               $16,544.0
   equity                             =========               =========