ConAgra Foods

Q3FY04 Question & Answer
March 25, 2004


1.   What  were  Packaged  Foods  sales  and  volume  changes  for the  quarter,
     excluding the impact of divestitures in prior year amounts?

     As  reported,  Packaged  Foods sales of $3 billion in the third  quarter of
     fiscal 2004 were  essentially  equal to last year.  On a comparable  basis,
     Packaged  Foods  sales  increased  4% over last  year,  adjusting  for $155
     million of sales in last year's  amounts  related to businesses  which have
     since been divested.

     Packaged Foods volumes  decreased 1% due to divestitures,  but increased 2%
     on a comparable basis.

2.   Packaged  Foods  sales were  strong.  What were some  examples  of consumer
     brands posting sales growth for the quarter?

     Armour
     Banquet
     Blue Bonnet
     Chef Boyardee
     Cook's
     Egg Beaters
     Hebrew National
     Hunt's
     Marie Callender's
     PAM
     Peter Pan
     Reddi-wip
     Slim Jim
     Snack Pack
     Swiss Miss
     Wesson

3.   What were some examples of consumer  brands  posting sales declines for the
     quarter?

     ACT II
     Butterball
     Eckrich
     Healthy Choice
     Kid Cuisine
     LaChoy
     MaMa Rosa's
     Orville Redenbacher's
     Parkay

4.   What were the  major  items  affecting  sales  comparability  for the third
     quarter?

     Fiscal 2004 third quarter sales of $3.6 billion were  essentially  equal to
     last year. In last year's third  quarter,  there were $155 million of sales
     from businesses  since  divested;  those amounts were in the Packaged Foods
     segment. After adjusting for those sales in prior year amounts:

     o    Packaged Foods sales increased 4% year-over-year,  as explained in the
          answer to question #1, and
     o    Overall sales increased 4% year-over-year as well.

5.   What were the major items affecting operating profit  comparability for the
     third quarter?

     Fiscal  2004 third  quarter  total  operating  profit of $451  million  was
     essentially  equal to $446 million last year, as reported.  Packaged  Foods
     operating  profit was $396  million,  less than $416 million last year,  as
     reported. In last year's third quarter, there were $15 million of operating
     profits from businesses since divested;  those amounts were in the Packaged
     Foods segment  results.  In the third quarter of this year,  there were $24
     million of expenses relating to cost saving initiatives, most of which were
     in the Packaged Foods segment. After adjusting for these items:

     o    Packaged Foods operating profit increased 5%
     o    Overall operating profit increased 10%

6.   What are the major items affecting the comparability of Q3 FY04 diluted EPS
     of $0.38 with the Q3 FY03 diluted EPS of $0.30?

     o    Third  quarter  fiscal 2004  diluted EPS of $0.38  includes  $0.03 per
          share  of  expense  related  to  implementing   operating  improvement
          initiatives  and  $0.02  per  share  of  earnings  from   discontinued
          operations.

     o    Third quarter  fiscal 2003 diluted EPS of $0.30 includes $0.08 of loss
          from discontinued  operations,  and $0.01 per share of expense related
          to divesting the fresh beef and pork business.

7.   How  much  was  total   Depreciation  and  Amortization  (all  types)  from
     continuing operations for the quarter?

     Approximately $89 million (vs. $89 million in Q3 2003).

          $88 million of depreciation (vs. $87 million in Q3 2003)
          $1 million of other amort. (vs. $2 million in Q3 2003)

8.   How  much  was  total   Depreciation  and  Amortization  (all  types)  from
     continuing operations for fiscal year-to-date?

     Approximately $263 million (vs. $286 million through Q3 2003).

          $261 million of depreciation (vs. $281 million through Q3 2003)
          $2 million of other amort. (vs. $5 million through Q3 2003)

9.   How much were  Capital  Expenditures  from  continuing  operations  for the
     quarter?

     Approximately $91 million (vs. $87 million in Q3 2003).

10.  How much were Capital  Expenditures  from continuing  operations for fiscal
     year-to-date?

     Approximately $247 million (vs. $259 million through Q3 2003).

11.  What was the net interest expense for the quarter?

     $62 million.

12.  What was the net interest expense fiscal year-to-date?

     $196 million.

13.  What is  included in the  company's  net debt at the end of the quarter (in
     millions)?

                                                  Q3FY04           Q3FY03
         Total Debt*                              $5,728           $6,202
         Less: Cash On Hand                       $  534           $   78
                                                  -------          -------
                           Total                  $5,194           $6,124

          * Total debt = short-term debt, long-term debt, subordinated debt, and
          subsidiary preferred securities.

14.  How is the company's balance sheet affected with the adoption of FIN46?

     o    Assets increased $267 million

     o    Liabilities  increased  by $269  million,  reflecting  an  increase in
          interest  bearing  debt  and  other  noncurrent  liabilities  of  $444
          million, partially offset by a reduction of $175 million in subsidiary
          preferred securities.

15.  What was Corporate Expense for the quarter?

     Approximately $76 million (vs. approximately $89 million in Q3 2003).






16.  What was Corporate Expense for the fiscal-year-to-date?

     Approximately  $247 million  (vs.  approximately  $274  million  through Q3
     2003).

17.  How much did you pay in dividends during the quarter?

     $138 million.

18.  How much did you pay in dividends fiscal year-to-date?

     $400 million.

19.  What was the weighted average number of diluted shares  outstanding for the
     quarter?

     531.9 million shares.

20.  What was the approximate effective tax rate for the quarter (rounded)?

     39%

21.  What were the gross margins and  operating  margins this quarter ($ amounts
     in millions, rounded)?

     Gross Margin = Gross Profit* divided by Sales
     Gross Margin = $805/$3,598 = 22.4%

     Operating Margin = Segment Operating Profit** divided by Sales
     Operating Margin = $451/$3,598 = 12.5%

     * Gross Profit equals Sales - Costs of Goods Sold ($3,598 - $2,793 = $805)

     **See third  quarter  segment  operating  results for a  reconciliation  of
     operating  profit  to  income  from  continuing  operations.   Income  from
     Continuing Operations divided by Sales = $314/$3,598 = 8.7%.






22.  What was the trade  working  capital  position  at quarter  end,  excluding
     amounts for discontinued operations?

     Trade working capital is defined as the net position of Accounts Receivable
     plus  Inventory  less  Current  Operating  Liabilities  (Accounts  Payable,
     Accrued Expenses, and Advances on Sales).

                                                  Q3FY04            Q3FY03
         Accounts Receivable                      $1,239            $  932
         Inventory                                $3,027            $3,090
         Less: Accounts Payable                   $  858            $1,039
         Less: Accrued Expenses                   $1,555            $1,700
         Less: Advances on Sales                  $  239            $  176
                                                  -------           -------
                  Net Position                    $1,614            $1,107

23.  What  was the main  reason  for the  year-over-year  increase  in  accounts
     receivable?

     Due to our  strong  cash  position,  we  did  not  sell  as  many  accounts
     receivable to third parties this year as we did last year. That resulted in
     a year-over-year increase in our accounts receivable.

24.  What is the estimate of the  effective  tax rate for the fourth  quarter of
     fiscal 2004?

     Approximately 37%.

25.  What are projected Capital Expenditures for fiscal 2004?

     $325-$350 million.

26.  What is the expected net interest expense for fiscal 2004?

     Approximately $ 275 million.







27.  The company  refers to cost saving and  operating  improvement  initiatives
     that have started and which will continue  over the next several  quarters.
     Does the company have any additional comments on that?

     o    As part of efforts to improve the company's cost  structure,  margins,
          and  competitive  position,  the company is currently  implementing  a
          series of initiatives that will better align and utilize the company's
          collective resources.
     o    These  initiatives  were started in the first half of fiscal 2004, and
          are  expected  to  continue  for  the  next  several  quarters.  These
          initiatives include:
          >>   Elimination of duplicative costs and overhead
          >>   Consolidation of selected plants and support functions
          >>   Streamlining  and  improving  our ability to do business with our
               customers,  distributors,  and brokers
          >>   Realignment of business organizations
     o    Implementing  these  initiatives  results  in  costs.  In the  current
          quarter,  such  costs  were  approximately  $0.03 per  share,  and are
          included  in the  operating  results for the  Packaged  Foods and Food
          Ingredients  segments.  For the remainder of fiscal 2004,  those costs
          are expected to be approximately  $0.04 per share;  these  initiatives
          are expected to be more than offset by cost  savings in the future.
     o    The company  expects to incur  additional  costs,  and to subsequently
          realize cost savings  greater  than those  additional  costs in future
          years as it gradually implements these initiatives.