ConAgra Foods Takes Action on Stockholders' Rights Plan

OMAHA,  Neb., May 10, 2004 - ConAgra Foods (NYSE:CAG),  one of America's leading
packaged food  companies,  announced today that its Board of Directors has voted
to terminate the ConAgra Foods stockholders' rights plan effective May 14, 2004.
The rights plan had been scheduled to expire in July 2006.

The company also today  announced that its Board of Directors has approved a new
policy. The policy is that the Board will not adopt a stockholders'  rights plan
in the future unless either the stockholders  approve its adoption or the Board,
in the exercise of its fiduciary duties, including a majority of the independent
directors,  determines  that, under the given  circumstances,  it is in the best
interests  of the  stockholders  to adopt a rights  plan  without the delay that
would come from the time reasonably anticipated to seek shareholder approval.

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,
Golden Cuisine,  Gulden's, Healthy Choice, Hebrew National, Hunt's, Kid Cuisine,
Knott's Berry Farm, La Choy, Lamb Weston, Libby's, Life Choice, Lightlife, 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.