FOR IMMEDIATE RELEASE

CONAGRA  FOODS REPORTS  SOLID FOURTH  QUARTER SALES AND EARNINGS;  EXPECTS SOLID
FISCAL 2005 EPS

SEVEN MILLION SHARES REPURCHASED DURING THE QUARTER

FOURTH QUARTER 2004 HIGHLIGHTS

o    Diluted EPS of $0.40 vs. $0.28 last year.

o    Sales rose to $4.0  billion  compared  with $3.6  billion  last  year.  All
     operating segments posted year-over-year sales gains.

o    Due to strategic portfolio changes, new segment  classifications are now in
     effect: Retail Products, Foodservice Products, and Food Ingredients.

o    Repurchased  seven  million  shares  of the  company's  stock  at a cost of
     approximately $200 million.

FISCAL YEAR 2004 HIGHLIGHTS

o    Fiscal year diluted EPS of $1.66 vs. $1.46 in the prior fiscal year.

o    Repurchased  15  million  shares  of  the  company's  stock  at a  cost  of
     approximately $419 million.

<page>

Note: Year-Over-Year Comparability:

Several items impact year-over-year  comparisons of sales, operating profit, and
EPS, including the prior year contribution from businesses the company no longer
owns,   fiscal  year  2004  costs   associated  with   implementing   efficiency
initiatives,  the estimated benefit from the inclusion of one additional week in
the fourth  quarter  and the full  fiscal  year 2004,  and  changing  the fiscal
year-end for an operation within the Food  Ingredients  segment to match ConAgra
Foods fiscal year-end.  Comparable year-over-year changes in sales and operating
profits for the fourth quarter and the fiscal year reflecting  these factors are
summarized in tables at the end of this release.


OMAHA,  Neb., July 1, 2004 -- ConAgra Foods, Inc. (NYSE:  CAG), one of America's
leading packaged food companies,  today reported earnings for the fourth quarter
ended May 30,  2004.  Net income for the quarter  rose 41% to $212  million,  or
$0.40 per diluted share,  compared with earnings a year ago of $150 million,  or
$0.28 per diluted  share.  For all of fiscal year 2004,  net income rose to $880
million,  or $1.66 per diluted  share.  In fiscal 2003,  the company earned $775
million, or $1.46 per diluted share.

Bruce Rohde, chairman and chief executive officer, commented,  "Fiscal year 2004
was a year of  significant  momentum  for ConAgra  Foods;  we  accomplished  the
strategic  reshaping of our portfolio  that we set out to do by  completing  the
divesture  of non-core  businesses,  and we made  measurable  progress  with key
initiatives  designed to drive profitable future growth. We are expanding profit
margins through sales,  marketing,  and operational platform initiatives,  as we
build our business base into a richer, and more consumer-focused enterprise."

For the  quarter:  Sales were up 9% to $4.0  billion vs. $3.6 billion last year.
Current  quarter  operating  profit was $465 million,  4% below the $486 million
reported last year. On a comparable basis,  sales were 4% ahead of last year and
operating profit  increased 2% over last year,  after  considering the impact of
prior year contributions from businesses the company no longer owns, fiscal year
2004 costs associated with implementing  efficiency  initiatives,  the estimated
benefit from the inclusion of one  additional  week in the fourth  quarter,  and
changing  the fiscal  year-end  for an  operation  within  the Food  Ingredients
segment to match  ConAgra  Foods fiscal  year-end,  all of which are detailed in
tables  at the end of this  release.  Current  quarter  income  from  continuing
operations  before income tax and the cumulative effect of changes in accounting
was $305 million, equal to last fiscal year.

For fiscal 2004: Sales were $14.5 billion,  14% below last year's sales of $16.9
billion.  Fiscal year 2004 operating profit totaled $1.7 billion,  8% below $1.9
billion reported last year. Sales increased 3% and operating profit increased 2%
on a comparable basis,  after considering the impact of prior year contributions
from  businesses the company no longer owns,  fiscal year 2004 costs  associated
with  implementing  efficiency  initiatives,  and the estimated benefit from the
inclusion of one additional  week in the full fiscal year 2004, all of which are
detailed in tables at the end of this release.  For the fiscal year 2004, income
from continuing operations before income tax and cumulative effect of changes in
accounting was $1.2 billion, down 6% compared to last year.

Segment Comments & Operating Efficiency Initiatives

Reflecting  strategic portfolio changes and management  realignment in 2004, the
company began  reporting  its  operations in three  segments:  Retail  Products,
Foodservice Products, and Food Ingredients. Historical segment results have been
adjusted to reflect the segment changes.

The company has  several  operating  efficiency  initiatives  underway  that are
designed to improve the  company's  cost  structure,  margins,  and  competitive
position.  Implementing these initiatives  resulted in approximately $62 million
of charges, or $0.07 per diluted share of expense for the fiscal year 2004; this
includes $24 million, or $0.03 per diluted share, in the fourth quarter. Most of
the expenses  were  incurred in the  Foodservice  Products  and Retail  Products
segments.  The  company  currently  plans for these  initiatives  to continue in
fiscal year 2005 and result in approximately  $0.03 per diluted share of similar
charges in that year.

                                 Retail Products

Sales for the Retail  Products  segment  (58% of total  annual  sales) were $2.2
billion for the fourth quarter, up 3%. Sales were essentially equal to last year
on a comparable  basis,  after considering the impact of prior year contribution
from  businesses  the company no longer owns and the estimated  benefit from the
inclusion of one additional  week in the fourth  quarter,  which are detailed in
tables at the end of this release.

     o    Several  major  consumer  brands  posted  sales gains on a  comparable
          13-week basis including:  Banquet, Blue Bonnet, Chef Boyardee,  DAVID,
          Egg Beaters,  Hebrew National,  Hunt's, Kid Cuisine, La Choy, Manwich,
          Marie Callender's,  PAM, Peter Pan,  Reddi-wip,  Slim Jim, Snack Pack,
          Wesson, and others.  Many have posted several  successive  quarters of
          solid sales growth and strong category performance.

The sales performance reflects distribution gains for many products.  Efforts to
expand  distribution  have been made more  effective by the  unification  of the
retail sales team;  earlier in fiscal 2004, the retail sales force  consolidated
and now serves customers as a consolidated  ConAgra Foods team  representing the
ConAgra  Foods Retail  Products  portfolio.  This  consolidation  is expected to
improve customer  contact,  service,  and expand product  promotion and bundling
opportunities that benefit customers and the company.

Improved  marketing efforts for some brands are starting to favorably  influence
brand performance, as the company has formalized its approach to building brands
to utilize best practices and to prioritize marketing investments.  In addition,
selling  prices for many items are  increasing,  made  necessary by rising input
costs.  Other factors  contributing to the improved sales performance  include a
portfolio  that has a variety of quality foods and product  platforms  which are
on-trend with current consumer preferences.  Life Choice, the company's new line
of frozen meals targeting carb-conscious  consumers,  performed well. During the
quarter, the company introduced Banquet(R)  Crock-Pot(R) Classics, a new line of
frozen meals specifically for Crock-Pot(R) slow cookers; the product is off to a
strong start and the company is  optimistic  about its  prospects.  Weak popcorn
volumes negatively impacted the segment's sales performance, due to category and
competitive challenges.

The Retail Products  segment  operating profit for the quarter was $315 million,
7% below the $340 million  posted last year.  On a comparable  basis,  operating
profit  was 11% below  last year  after  considering  the  impact of prior  year
contribution  from businesses the company no longer owns, fiscal year 2004 costs
associated with implementing efficiency  initiatives,  and the estimated benefit
from the inclusion of one additional week in the fourth quarter,  as detailed in
tables at the end of this release.  Increased input costs,  which were not fully
offset by higher  selling  prices  during the year for several of the  company's
products,  negatively  affected  segment  profits as did a less favorable mix of
products.  The company noted that  operating  profits for its branded  processed
meats and popcorn products were weak compared to past trends, reflecting current
category and competitive challenges.

Fiscal year 2004 sales for the Retail Products segment reached $8.4 billion,  3%
below the $8.7 billion  reported last fiscal year primarily due to divestitures.
Operating  profit for the segment was $1.2  billion,  7% below the $1.3  billion
reported last fiscal year. Sales were 1% ahead of last year and operating profit
was  4%  below  last  year  after  considering  the  impact  of the  prior  year
contribution  from businesses the company no longer owns, fiscal year 2004 costs
associated with implementing efficiency  initiatives,  and the estimated benefit
from the inclusion of one  additional  week in the full fiscal year 2004, all of
which are detailed in tables at the end of this release.

                              Foodservice Products

Sales for the Foodservice Products segment (26% of total annual sales) were $1.0
billion for the fourth  quarter,  an increase of 9% over the $916 million in the
fourth  quarter  last year.  Segment  operating  profit for the  quarter was $90
million,  15% above the $78 million  posted last year.  On a  comparable  basis,
sales were 5% above last year and operating profit was 29% higher than last year
after  considering  the impact of prior year  contribution  from  businesses the
company no longer  owns,  fiscal year 2004 costs  associated  with  implementing
efficiency  initiatives,  and the  estimated  benefit from the  inclusion of one
additional  week in the fourth  quarter,  all of which are detailed in tables at
the end of this release.

As a result of recent organizational changes, the company's Foodservice Products
segment now consists of three specialized sales platforms:  culinary,  specialty
potatoes, and seafood. The company's culinary group represents several different
types of products,  including  branded consumer products sold in the foodservice
channel,   prepared  meats,  frozen  prepared  entrees,   pizza,  ethnic  foods,
condiments, sauces, custom products, and others.

Comparable  Foodservice  Products sales growth for the quarter  reflects  strong
customer  demand for  specialty  potato and  culinary  products;  seafood  sales
declined despite unit volume gains,  reflecting market  conditions.  The overall
comparable  operating  profit  growth for the quarter  reflects  strong  volumes
across a variety of products and effective cost and pricing management.

The company believes that all components of its foodservice  business have solid
opportunities  for growth,  and that its culinary  business unit, in particular,
has an excellent  opportunity  to identify new  customers and gain more business
with existing customers given that this business unit was recently  established.
This unit is expected  to benefit  from  stronger  marketplace  presence,  sales
penetration, and greater efficiencies.

Fiscal  year 2004  sales  for the  Foodservice  Products  segment  reached  $3.7
billion,  3% ahead of the $3.6  billion  reported  last fiscal  year.  Operating
profit was $321  million,  7% below the $345 million  reported  last fiscal year
primarily  due to costs related to  implementing  efficiency  initiatives.  On a
comparable  basis,  sales grew 4% and operating profit grew 2% after considering
the impact of prior year  contribution  from  businesses  the  company no longer
owns,   fiscal  year  2004  costs   associated  with   implementing   efficiency
initiatives, and the estimated benefit from the inclusion of one additional week
in full fiscal year 2004, all of which are detailed in tables at the end of this
release.

                                Food Ingredients

During the quarter,  sales for the Food  Ingredients (16% of total annual sales)
segment  increased  32% to $731 million  from $553 million last year.  Operating
profit  improved  223% to $60 million this year  compared  with $19 million last
year. On a comparable basis,  sales increased 14% and operating profit increased
74%, after considering the impact of prior year contribution from businesses the
company no longer  owns,  fiscal year 2004 costs  associated  with  implementing
efficiency  initiatives,  the  estimated  benefit  from  the  inclusion  of  one
additional week in the fourth  quarter,  and changing the fiscal year-end for an
operation  within the Food  Ingredients  segment to match  ConAgra  Foods fiscal
year-end,  all of which are detailed in tables at the end of this  release.  The
operating profit increase reflects a slightly improved business  environment and
more efficient  operations for  dehydrated,  seasonings and flavors,  and milled
product  lines  as  well  as  better  results  from   ingredient   merchandising
operations.  The sales increase largely reflects fluctuating market prices and a
more favorable environment for commodity merchandising operations.

For fiscal  year  2004,  sales for the Food  Ingredients  segment  totaled  $2.4
billion,  8% ahead of the $2.2 billion  reported last year, and operating profit
for the fiscal year was $197 million,  57% above the $125 million  reported last
fiscal year. On a comparable basis, fiscal 2004 sales increased 5% and operating
profit  increased 58%, after  considering the impact of prior year  contribution
from  businesses the company no longer owns,  fiscal year 2004 costs  associated
with  implementing  efficiency  initiatives,  and the estimated benefit from the
inclusion of one additional  week in the full fiscal year 2004, all of which are
detailed in tables at the end of this release.

During  the  quarter,  the  company  divested a non-core  European  animal  feed
business  that  had  approximately  $282  million  in  annual  revenues  and  an
immaterial  amount of  segment  profits.  As a result of this  transaction  that
business  has now been  reclassified  as a  discontinued  operation;  historical
results reflect this reclassification.  That divestiture resulted in a net $0.02
per share gain in the fourth quarter,  which is classified  within  discontinued
operations.

Earnings from Equity Method Investments & Discontinued Operations

Equity  method  investment  earnings for the quarter were $14 million,  compared
with $10 million for the same  quarter  last year.  Fiscal year 2004 results for
equity method  investment  earnings were $44 million,  compared with $37 million
for last fiscal year.

During the quarter,  diluted EPS from discontinued  operations totaled $0.03 per
share,  including  a net $0.02  gain  from  selling  the  European  animal  feed
business, described above.

Capital Resource Management & Corporate Expense

The company  repurchased  approximately  7 million shares of common stock during
the fourth quarter at a total cost of approximately $200 million.  During fiscal
year 2004,  the company  repurchased  over 15 million shares for a total cost of
approximately $419 million.

o    Continuing  operations - fiscal fourth quarter:  Capital  expenditures  for
     property,  plant,  and  equipment  totaled $106 million  compared with $120
     million last year.  Depreciation and amortization expense was approximately
     $93 million for the quarter  versus $93 million a year ago.  Dividends paid
     totaled $137 million.  Net interest expense for the quarter was $80 million
     compared with $59 million last year.

o    Continuing   operations  -  fiscal  year  2004:  Capital  expenditures  for
     property,  plant,  and  equipment  were $352  million,  compared  with $376
     million in fiscal year 2003. Depreciation and amortization expense amounted
     to $352 million versus $375 million last year.  Dividends paid totaled $537
     million. Net interest expense was $275 million,  compared with $275 million
     last fiscal year.

o    Corporate  expense  was $95  million for the  quarter,  compared  with $133
     million last year. The year-over-year reduction was favorably influenced by
     a $21 million  taxable gain in the current  quarter from selling a minority
     interest in a joint venture.  Additionally,  the company  established a $25
     million  legal reserve in the fourth  quarter this year in connection  with
     the previously  disclosed  September 28, 2001 SEC formal order of nonpublic
     investigation.

o    For the fiscal year, corporate expense was $342 million, compared with $407
     million last year.

New Product News

During the quarter,  ConAgra Foods introduced Banquet(R)  Crock-Pot(R) Classics,
the first  complete  meal  designed and created for  Crock-Pot(R)  slow cooking.
Banquet Crock-Pot  Classics contain all of the high-quality  ingredients  needed
for a slow-cooked meal--like tender meats, fresh vegetables, hearty potatoes and
perfectly seasoned  sauces--and are ready to cook with less than five minutes of
preparation. The product is off to a strong start.

Outlook

The company believes fiscal 2005 will show a solid EPS performance and growth in
sales and operating profits from its current business  segments.  In addition to
paying a strong  dividend,  the company expects to continue  allocating  capital
toward  repurchasing its shares during fiscal 2005 as well as toward acquisition
opportunities that fit with the company's strategic and financial goals.

The company is currently implementing  profit-enhancing  initiatives that impact
the marketing,  sales, operations, and information system functions, and expects
the benefit from these  initiatives to have an  increasingly  positive impact to
the company's  overall EPS over the next three fiscal years.  For more detail on
these     initiatives,     please    refer    to    the    company's    website,
www.conagrafoods.com/investors,  and  choose the button  titled  "ConAgra  Foods
Comments on Strategic Direction."

Major Items Affecting  Year-Over-Year  EPS Comparability of Fourth-Quarter  2004
Results

Included in the $0.40 diluted EPS for the fourth quarter of fiscal 2004:

o    Current quarter results include expense of approximately  $0.03 per diluted
     share related to implementing cost-saving initiatives.

o    Current  quarter  results  include  $0.03 per diluted  share of income from
     discontinued operations.

o    Current  quarter  results  include a  benefit  of  approximately  $0.02 per
     diluted  share  related to the  taxable  gain on the sale of the  company's
     minority  interest in a joint venture;  this is classified as a $21 million
     reduction of corporate expense.

o    Current quarter results include a $0.02 per share benefit from a lower than
     normal effective tax rate, due primarily to the utilization of capital loss
     carryforwards and foreign tax credits.

o    Current  quarter  results include an estimated $0.03 per share benefit from
     having an extra week's results in the quarter, as fiscal 2004 was a 53-week
     year.

o    Current   quarter  results  include  a  $0.05  per  share  charge  for  the
     establishment of a legal reserve,  described previously in this release and
     classified as corporate expense.

Included in the $0.28 diluted EPS for the fourth quarter of fiscal 2003:

o    Prior  year  results   include   $0.12  per  diluted  share  of  loss  from
     discontinued  operations,  mostly  related  to the  divestiture  of chicken
     processing operations.

o    Prior year results  include a favorable  insurance  settlement of $0.06 per
     diluted  share.  This  is  classified  as  operating  profit  in  the  Meat
     Processing segment.

o    Prior year results include a tax benefit of $0.04 per diluted share, due to
     a lower than normal tax rate in the fiscal fourth quarter of 2003.



Major Items Affecting Year-Over-Year Sales and Operating Profit Comparability

o    To determine  comparable  year-over-year sales and operating profit amounts
     for the Retail  Products  segment for the fourth  quarter and fiscal  year,
     management  considered  the  estimated  impacts of matters set forth in the
     analysis below (amounts in millions):


                                                                              
- ------------------ -------------- --------------- --------------- ---------------- ------------ ---------------
Retail Products    Q4 2004        Q4 2003         % Change        Fiscal 2004      Fiscal 2003  % Change
Sales              Sales          Sales                           Sales            Sales
- ------------------ -------------- --------------- --------------- ---------------- ------------ ---------------
As Reported        $2,230.2       $2,157.2        3.4%            $8,434.1         $8,668.1     (2.7%)
- ------------------ -------------- --------------- --------------- ---------------- ------------ ---------------
Estimated          ($164.6)       -                               ($164.6)         -
impact  of extra
week in 2004 *
- ------------------ -------------- --------------- --------------- ---------------- ------------ ---------------
Impact on fiscal   -              ($94.9)                         -                ($492.9)
2003 from
operations the
company no
longer owns
- ------------------ -------------- --------------- --------------- ---------------- ------------ ---------------
Comparable         $2,065.6       $2,062.3        0.2%            $8,269.5         $8,175.2     1.2%
Amounts



- ------------------ --------------- -------------- --------------- ---------------- ------------ ---------------
Retail Products    Q4 2004         Q4 2003        % Change        Fiscal 2004      Fiscal  2003 % Change
Operating          Operating       Operating                      Operating        Operating
Profit             Profit          Profit                         Profit           Profit
- ------------------ --------------- -------------- --------------- ---------------- ------------ ---------------
As Reported        $314.8          $339.8         (7.4%)          $1,206.8         $1,298.0     (7.0%)
- ------------------ --------------- -------------- --------------- ---------------- ------------ ---------------
Estimated impact   ($27.6)         -                              ($27.6)          -
of extra week in
2004 *
- ------------------ --------------- -------------- --------------- ---------------- ------------ ---------------
Costs Related to   $10.2           -                              $25.4            -
Implementing
Efficiency
Initiatives in
2004
- ------------------ --------------- -------------- --------------- ---------------- ------------ ---------------
Impact on fiscal   -               ($6.3)                         -                ($43.2)
2003 from
operations the
company no
longer owns
- ------------------ --------------- -------------- --------------- ---------------- ------------ ---------------
Comparable         $297.4          $333.5         (10.8%)         $1,204.6         $1,254.8     (4.0%)
Amounts
- ------------------ --------------- -------------- --------------- ---------------- ------------ ---------------

(a) The company  estimated  the impact of the extra week of  operations  in 2004
using a pro-rata methodology based on the last six weeks of the fiscal year.



o    To determine  comparable  year-over-year sales and operating profit amounts
     for the  Foodservice  Products  segment  for the fourth  quarter and fiscal
     year,  management  considered the estimated impacts of matters set forth in
     the analysis below (amounts in millions):


                                                                             
- ------------------ -------------- -------------- ----------------- --------------- ----------- --------------
Foodservice        Q4 2004        Q4 2003        % Change          Fiscal 2004     Fiscal      % Change
Products           Sales          Sales                            Sales           2003
Sales                                                                              Sales
- ------------------ -------------- -------------- ----------------- --------------- ----------- --------------
As Reported        $1,001.7       $915.6         9.4%              $3,714.4        $3,597.9    3.2%
- ------------------ -------------- -------------- ----------------- --------------- ----------- --------------
Estimated impact   ($69.5)        -                                ($69.5)         -
of extra week in
2004 *
- ------------------ -------------- -------------- ----------------- --------------- ----------- --------------
Impact on fiscal   -              ($28.3)                          -               ($93.1)
2003 from
operations the
company no
longer owns
- ------------------ -------------- -------------- ----------------- --------------- ----------- --------------
Comparable         $932.2         $887.3         5.1%              $3,644.9        $3,504.8    4.0%
Amounts
- ------------------ -------------- -------------- ----------------- --------------- ----------- --------------


- ------------------ --------------- -------------- ---------------- --------------- ----------- --------------
Foodservice        Q4 2004         Q4 2003        % Change         Fiscal 2004     Fiscal      % Change
Products           Operating       Operating                       Operating       2003
Operating Profit   Profit          Profit                          Profit          Operating
                                                                                   Profit
- ------------------ --------------- -------------- ---------------- --------------- ----------- --------------
As Reported        $89.9           $78.0          15.3%            $321.4          $344.5      (6.7%)
- ------------------ --------------- -------------- ---------------- ----------- --------------  --------------
Estimated impact   ($6.6)          -                               ($6.6)          -
of extra week in
2004 *
- ------------------ --------------- -------------- ---------------- --------------- ----------- --------------
Costs Related to   $13.3           -                               $28.9           -
Implementing
Efficiency
Initiatives in
2004
- ------------------ --------------- -------------- ---------------- --------------- ----------- --------------
Impact on fiscal   -               ($2.9)                          -               ($6.2)
2003 from
operations the
company no
longer owns
- ------------------ --------------- -------------- ---------------- --------------- ----------- --------------
Comparable         $96.6           $75.1          28.6%            $343.7          $338.3      1.6%
Amounts
- ------------------ --------------- -------------- ---------------- --------------- ----------- --------------


(a) The company  estimated  the impact of the extra week of  operations  in 2004
using a pro-rata methodology based on the last six weeks of the fiscal year.

o    To determine  comparable  year-over-year sales and operating profit amounts
     for the Food  Ingredients  segment for the fourth  quarter and fiscal year,
     management  considered  the  estimated  impacts of matters set forth in the
     analysis below (amounts in millions):

                                                                           
- ------------------ -------------- -------------- --------------- --------------- ----------- --------------
Food Ingredients   Q4 2004        Q4 2003        % Change        Fiscal 2004     Fiscal      % Change
Sales              Sales          Sales                          Sales           2003 Sales
- ------------------ -------------- -------------- --------------- --------------- ----------- --------------
As Reported        $730.5         $552.5         32.2%           $2,373.6        $2,204.4    7.7%
- ------------------ -------------- -------------- --------------- --------------- ----------- --------------
Estimated impact   ($54.9)        -                              ($54.9)         -
of extra week in
2004 *
- ------------------ -------------- -------------- --------------- --------------- ----------- --------------
Impact of change   -              $42.9                          -               -
in fiscal year
of fertilizer
operations**
- ------------------ -------------- -------------- --------------- --------------- ----------- --------------
Comparable         $675.6         $595.4         13.5%           $2,318.7        $2,204.4    5.2%
Amounts
- ------------------ -------------- -------------- --------------- --------------- ----------- --------------



- ------------------ --------------- ------------- --------------- --------------- ----------- --------------
Food Ingredients   Q4 2004         Q4 2003       % Change        Fiscal 2004     Fiscal      % Change
Operating Profit   Operating       Operating                     Operating       2003
                   Profit          Profit                        Profit          Operating
                                                                                 Profit
- ------------------ --------------- ------------- --------------- --------------- ----------- --------------
As Reported        $60.4           $18.7         223.0%          $196.6          $125.1      57.2%
- ------------------ --------------- ------------- --------------- --------------- ----------- --------------
Estimated impact   ($6.7)          -                             ($6.7)          -
of extra week in
2004 *
- ------------------ --------------- ------------- --------------- --------------- ----------- --------------
Costs Related to   $0.3             -                             $7.6            -
Implementing
Efficiency
Initiatives in
2004
- ------------------ --------------- ------------- --------------- --------------- ----------- --------------
Impact of change   -               $12.4                         -               -
in fiscal year
of fertilizer
operations**
- ------------------ --------------- ------------- --------------- --------------- ----------- --------------
Comparable         $54.0           $31.1         73.6%           $197.5          $125.1      57.9%
Amounts
- ------------------ --------------- ------------- --------------- --------------- ----------- --------------


(a) The company  estimated  the impact of the extra week of  operations  in 2004
using a pro-rata methodology based on the last six weeks of the fiscal year.

(b) Certain of the company's fertilizer  operations  historically had a February
fiscal year end.  In the current  year the  company  changed  these  operations'
year-end to May. As such, the fourth quarter results for fiscal 2003 are for the
three  months  ended  February,  as compared to the fourth  quarter  fiscal 2004
results  which are for the three  months  ended  May.  Due to  seasonality,  the
fertilizer  operations are typically  significantly greater for the three months
ended May as compared to the three months ended  February.  There is no material
impact of change on the full year comparison.

o    To determine  comparable  year-over-year sales and operating profit amounts
     for the total  company for the fourth  quarter and fiscal year,  management
     considered the estimated impacts of matters set forth in the analysis below
     (amounts in millions):


                                                                                
- ----------------------- --------- -------------- -------------- ----------------- --------------- --------------
ConAgra Foods           Q4 2004   Q4 2003        % Change       Fiscal 2004       Fiscal 2003     % Change
Sales                   Sales     Sales                         Sales             Sales
- ----------------------- --------- -------------- -------------- ----------------- --------------- --------------
As Reported             $3,962.4  $3,625.3       9.3%           $14,522.1         $16,939.1       (14.3%)
- ----------------------- --------- -------------- -------------- ----------------- --------------- --------------
Estimated impact of     ($289.0)  -                             ($289.0)          -
extra week in 2004 *
- ----------------------- --------- -------------- -------------- ----------------- --------------- --------------
Impact of change in     -         $42.9                         -                 -
fiscal year of
fertilizer
operations**
- ----------------------- --------- -------------- -------------- ----------------- --------------- --------------
Impact on fiscal 2003   -         ($123.2)                      -                 ($3,054.7)
from operations the
company no longer owns
- ----------------------- --------- -------------- -------------- ----------------- --------------- --------------
Comparable Amounts      $3,673.4  $3,545.0       3.6%           $14,233.1         $13,884.4       2.5%
- ----------------------- --------- -------------- -------------- ----------------- --------------- --------------

- ----------------------- ----------- ------------- ------------- ----------------- --------------- --------------
ConAgra Foods           Q4 2004     Q4 2003       % Change      Fiscal 2004       Fiscal 2003     % Change
Operating Profit ***    Operating   Operating                   Operating Profit  Operating
                        Profit      Profit                                        Profit
- ----------------------- ----------- ------------- ------------- ----------------- --------------- --------------
As Reported             $465.1      $486.2        (4.3%)        $1,724.8          $1,867.0        (7.6%)
- ----------------------- ----------- ------------- ------------- ----------------- --------------- --------------
Estimated impact of     ($40.9)     -                           ($40.9)           -
extra week in 2004 *
- ----------------------- ----------- ------------- ------------- ----------------- --------------- --------------
Costs Related to        $23.8       -                           $61.9             -
Implementing
Efficiency
Initiatives in 2004
- ----------------------- ----------- ------------- ------------- ----------------- --------------- --------------
Impact of change in     -           $12.4                       -                 -
fiscal year of
fertilizer
operations**
- ----------------------- ----------- ------------- ------------- ----------------- --------------- --------------
Impact on fiscal 2003   -           ($58.9)                     -                 ($148.8)
from operations the
company no longer owns
- ----------------------- ----------- ------------- ------------- ----------------- --------------- --------------
Comparable Amounts      $448.0      $439.7        1.9%          $1,745.8          $1,718.2        1.6%
- ----------------------- ----------- ------------- ------------- ----------------- --------------- --------------

(a) The company  estimated  the impact of the extra week of  operations  in 2004
using a pro-rata methodology based on the last six weeks of the fiscal year.

(b) Certain of the company's fertilizer  operations  historically had a February
fiscal year end.  In the current  year the  company  changed  these  operations'
year-end to May. As such, the fourth quarter results for fiscal 2003 are for the
three  months  ended  February,  as compared to the fourth  quarter  fiscal 2004
results  which are for the three  months  ended  May.  Due to  seasonality,  the
fertilizer  operations are typically  significantly greater for the three months
ended May as compared to the three months ended  February.  There is no material
impact of change on the full year comparison.

(c) A  reconciliation  of total  operating  profit  to  income  from  continuing
operations  before income tax and cumulative  effect of changes in accounting is
presented in the segment operating results attached to this release.

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.

Discussion of Results

A discussion of ConAgra Foods' fourth-quarter results 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  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  callers  and  international  callers is
7645047.  The company has posted a  question-and-answer  supplement  relating to
this   release   and  an   audio   archive   of   management's   discussion   at
www.conagrafoods.com/investors.  See the ConAgra  Foods Web site for recent news
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.



ConAgra Foods, Inc.

Segment Operating Results
In millions

                                                                                    FOURTH QUARTER
                                                             -------------------------------------------------------------
                                                                14 Weeks Ended       13 Weeks Ended
                                                             --------------------  ------------------   ------------------
                                                                                               
                                                                May 30, 2004         May 25, 2003        Percent Change
                                                             --------------------  ------------------   ------------------

SALES
Retail Products                                                 $    2,230.2          $    2,157.2              3.4 %
Foodservice Products                                                 1,001.7                 915.6              9.4%
Food Ingredients                                                       730.5                 552.5             32.2 %
Meat Processing                                                           -                     -                 -
                                                             --------------------  ------------------
    Total                                                            3,962.4               3,625.3              9.3%
                                                             --------------------  ------------------

OPERATING PROFIT
Retail Products                                                  $     314.8         $       339.8             (7.4)%
Foodservice Products                                                    89.9                  78.0             15.3%
Food Ingredients                                                        60.4                  18.7            223.0%
Meat Processing                                                           -                   49.7           (100.0)%
                                                             --------------------  ------------------
   Total operating profit for segments                                 465.1                 486.2             (4.3)%

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                                         95.2                 132.8            (28.3)%
     Interest expense, net                                             79.5                  58.7             35.4%
     Equity method investment earnings                                 14.1                  10.0             41.0%
                                                             --------------------  ------------------
Income from continuing operations before income tax and
cumulative effect of changes in accounting                     $      304.5         $       304.7             (0.1)%
                                                             ====================  ==================



     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.

Segment Operating Results
In millions

                                                                                     YEAR TO DATE
                                                             -------------------------------------------------------------
                                                               53 Weeks Ended       52 Weeks Ended
                                                             --------------------  ------------------   ------------------
                                                                                               
                                                                May 30, 2004         May 25, 2003        Percent Change
                                                             --------------------  ------------------   ------------------

SALES
Retail Products                                                 $    8,434.1          $    8,668.1             (2.7)%
Foodservice Products                                                 3,714.4               3,597.9              3.2%
Food Ingredients                                                     2,373.6               2,204.4              7.7 %
Meat Processing                                                           -                2,468.7           (100.0)%
                                                             --------------------  ------------------
    Total                                                           14,522.1              16,939.1            (14.3)%
                                                             --------------------  ------------------

OPERATING PROFIT
Retail Products                                                 $    1,206.8          $    1,298.0             (7.0)%
Foodservice Products                                                   321.4                 344.5             (6.7)%
Food Ingredients                                                       196.6                 125.1             57.2%
Meat Processing                                                           -                   99.4           (100.0)%
                                                             --------------------  ------------------

   Total operating profit for segments                               1,724.8               1,867.0             (7.6)%

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                                        342.1                 406.8             (15.9)%
     Interest expense, net                                            274.9                 274.7               0.1%
     Equity method investment earnings                                 43.5                  37.1              17.3%
                                                             --------------------  ------------------
Income from continuing operations before income tax and
cumulative effect of changes in accounting                       $  1,151.3           $   1,222.6              (5.8)%
                                                             ====================  ==================




     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 Statements of Earnings
In millions, except per share amounts

                                                                                       FOURTH QUARTER
                                                              ---------------------------------------------------------------
                                                                14 Weeks Ended        13 Weeks Ended
                                                              -------------------   -------------------   -------------------
                                                                                                 
                                                                 May 30, 2004          May 25, 2003            Percent
                                                                                                                Change
                                                              -------------------   -------------------   -------------------
Net sales                                                         $   3,962.4           $   3,625.3                 9.3%
Costs and expenses:
Cost of goods sold                                                    3,144.0               2,831.9                11.0%
Selling, general and administrative expenses                            448.5                 440.0                 1.9%
Interest expense, net                                                    79.5                  58.7                35.4%
                                                              -------------------   -------------------
                                                                      3,672.0               3,330.6                10.3%
Equity method investment earnings                                        14.1                  10.0                41.0%
                                                              -------------------   -------------------
Income from continuing operations before income taxes
and cumulative effect of changes in accounting                          304.5               304.7                  (0.1)%
Income tax expense                                                      105.5                88.9                  18.7%
                                                              -------------------   -------------------
Income from continuing operations before
cumulative effect of changes in accounting                              199.0               215.8                  (7.8)%

Income (loss) from discontinued operations, net of tax                   12.5               (65.4)                  N/A

Cumulative effect of changes in accounting                                                                          N/A
                                                                         -                    -
                                                              -------------------   -------------------

Net income                                                        $     211.5        $      150.4                  40.6%
                                                              ===================   ===================


Earnings per share - basic
Income from continuing operations before
  cumulative effect of changes in accounting                      $     0.38         $      0.41                  (7.3)%
Income (loss) from discontinued operations                              0.02               (0.12)                  N/A
                                                              -------------------   -------------------
Net income                                                        $     0.40         $      0.29                  37.9%
                                                              ===================   ===================

Weighted average shares outstanding                                    522.4               529.2                 (1.3)%
                                                              ===================   ===================

Earnings per share - diluted
Income from continuing operations before
  cumulative effect of changes in accounting                     $      0.37         $      0.40                 (7.5)%

Income (loss) from discontinued operations                              0.03               (0.12)                 N/A
                                                              -------------------   -------------------
Net income                                                       $      0.40         $      0.28                 42.9%
                                                              ===================   ===================
Weighted average share and share equivalents
outstanding                                                            527.1               530.0                 (0.5)%
                                                              ===================   ===================








ConAgra Foods, Inc.


Consolidated Statements of Earnings
In millions, except per share amounts

                                                                                      YEAR TO DATE
                                                              ---------------------------------------------------------------
                                                                53 Weeks Ended        52 Weeks Ended
                                                              -------------------   -------------------   -------------------
                                                                                                 
                                                                  May 30, 2004          May 25, 2003            Percent
                                                                                                                Change
                                                              -------------------   -------------------   -------------------

Net sales                                                         $   14,522.1           $  16,939.1              (14.3)%
Costs and expenses:
Cost of goods sold                                                    11,326.1              13,569.9              (16.5)%
Selling, general and administrative expenses                           1,813.3               1,909.0               (5.0)%
Interest expense, net                                                    274.9                 274.7                0.1%
                                                              -------------------   -------------------
                                                                      13,414.3              15,753.6              (14.8)%

Equity method investment earnings                                        43.5                 37.1                 17.3%
                                                             -------------------   -------------------
Income from continuing operations before income taxes
and cumulative effect of changes in accounting                        1,151.3              1,222.6                 (5.8)%
Income tax expense                                                      355.3                415.6                (14.5)%
Income from continuing operations before
cumulative effect of changes in accounting                              796.0                807.0                 (1.4)%

Income (loss) from discontinued operations, net of tax                   96.9                (36.1)                 N/A

Cumulative effect of changes in accounting                             (13.1)                  3.9                  N/A
                                                             -------------------   -------------------

Net income                                                        $    879.8          $      774.8                 13.6%
                                                             ===================   ===================

Earnings per share - basic
Income from continuing operations before
  cumulative effect of changes in accountingn                     $     1.51          $       1.53                 (1.3)%
Income from discontinued operations                                     0.18                 (0.07)                 N/A

Cumulative effect of changes in accounting                             (0.02)                 0.01                  N/A
                                                              -------------------   -------------------
Net income                                                        $     1.67          $       1.47                 13.6%
                                                              ===================   ===================

Weighted average shares outstanding                                    527.2                 528.6                 (0.3)%
                                                              ===================   ===================

Earnings per share - diluted
Income from continuing operations before
   cumulative effect of changes in accounting                    $      1.50          $       1.52                 (1.3)%
Income from discontinued operations                                     0.18                 (0.07)                 N/A

Cumulative effect of changes in accounting                             (0.02)                 0.01                  N/A
                                                              -------------------   -------------------
Net income                                                       $      1.66          $       1.46                 13.7%
                                                              ===================   ===================

Weighted average share and share equivalents                           530.7                 530.7                  -
    outstanding
                                                              ===================   ===================












ConAgra Foods, Inc.

Consolidated Balance Sheets
In millions

                                                                                         

                                                                          May 30, 2004            May 25, 2003
                                                                      ---------------------    --------------------
ASSETS
Current assets
  Cash and cash equivalents                                             $      588.7               $    628.6
  Divestiture proceeds receivable                                               60.3                        -
  Receivables, less allowance for doubtful accounts
    of $26.5 and $33.1                                                       1,324.1                    800.9
  Inventories                                                                2,625.6                  2,455.6


   Prepaid expenses and other current assets                                   410.6                    669.3


   Current assets of discontinued operations                                   135.6                  1,505.2
                                                                      ---------------------    --------------------
         Total current assets                                                5,144.9                  6,059.6

Property, plant and equipment, net                                           2,880.0                  2,678.3
Goodwill                                                                     3,798.8                  3,807.2
Brands, trademarks and other intangibles, net                                  826.9                    824.3
Other assets                                                                 1,569.5                  1,144.4
Noncurrent assets of discontinued operations                                    10.0                    557.6
                                                                      ---------------------    --------------------
                                                                         $  14,230.1              $  15,071.4
                                                                      =====================    ====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Notes payable                                                         $      30.6              $       1.6
  Current installments of long-term debt                                       382.4                    508.7
  Accounts payable                                                             940.8                    788.1
  Advances on sales                                                            178.4                    112.0

   Other accrued liabilities                                                 1,348.9                  1,396.6
  Current liabilities of discontinued operations                               120.5                    996.4
                                                                      ---------------------    --------------------
        Total current liabilities                                            3,001.6                  3,803.4

Senior long-term debt, excluding current installments                        4,878.4                  4,632.2
Subordinated debt                                                              402.3                    763.0

Preferred securities of subsidiary company                                       -                      175.0
Other noncurrent liabilities                                                 1,108.3                  1,058.7

Noncurrent liabilities of discontinued operations                                -                       17.4
Common stockholders' equity                                                  4,839.5                  4,621.7
                                                                      ---------------------    --------------------
                                                                         $  14,230.1               $ 15,071.4
                                                                      =====================    ====================