CONAGRA FOODS ESTABLISHES $1 BILLION SHARE REPURCHASE PROGRAM

OMAHA,  Neb., Dec. 4, 2003 -- ConAgra Foods,  Inc. (NYSE:  CAG), home of many of
America's favorite food brands,  announced today that its board of directors has
authorized  the  repurchase of up to $1 billion  worth of the  company's  common
stock in the open market and in privately  negotiated  transactions.  $1 billion
equates to approximately 40 million shares;  40 million shares  represents close
to 7% of the company's existing common stock.

"In the  last  few  years,  we  have  reshaped  the  company  through  strategic
acquisitions  and  divestitures  and created one of America's  leading  packaged
foods  companies.  The company's  business mix is vastly different today than it
was just a few years  ago.  Our  margins  are  improved,  the  amount of debt we
incurred  for recent  acquisitions  has been  repaid,  and our cash  position is
strong.  Our  repurchase  program  underscores  our confidence in ConAgra Foods'
future and our commitment to strong capital policy," said Bruce Rohde,  chairman
and chief executive officer of ConAgra Foods.

"We are confident that our packaged food  portfolio will show solid  performance
in sales, profits and free cash flow. Our objective is to appropriately  balance
the cash returned to shareholders  through  dividends and share repurchases with
the cash  reinvested in the business for profitable  future  growth.  This share
repurchase  program reflects prudent  deployment of capital right now as well as
our commitment to creating long-term value for shareholders."





The company  expects to start  repurchasing  shares after Dec. 18, 2003, and the
exact quantity of shares repurchased and dates of those purchases will depend on
market conditions.

Additional  details  regarding this release are posted in a  question-and-answer
document located on the company's Web site, www.conagrafoods.com, in the section
for investors.

ConAgra Foods,  Inc. (NYSE: CAG) is one of North America's largest 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, Brown 'N Serve,  Butterball,  Chef Boyardee,
Cook's,  Crunch 'n Munch, DAVID, Decker,  Eckrich,  Egg Beaters,  Fleischmann's,
Gulden's,  Healthy Choice, Hebrew National,  Hunt's, Kid Cuisine,  Knott's Berry
Farm, La Choy, Lamb Weston, Libby's,  Lightlife,  Louis Kemp, Lunch Makers, MaMa
Rosa's,  Manwich,  Marie  Callender's,   Orville  Redenbacher's,   PAM,  Parkay,
Pemmican,  Peter Pan, Reddi-wip,  Rosarita,  Ro*Tel, Slim Jim, Snack Pack, Swiss
Miss, Van Camp's,  Wesson,  Wolf, and many others. For more information,  please
visit us at 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.