FOR IMMEDIATE RELEASE

CONAGRA FOODS  REPORTS  STRONG FIRST  QUARTER  SALES WITH SOLID  PROFITS;  SHARE
REPURCHASES CONTINUED DURING THE QUARTER

HIGHLIGHTS:
- -----------

o    First quarter  fiscal 2005 sales rose 8% to $3.5 billion,  driven mostly by
     strong volume performance in the Retail Products segment.

o    First quarter  fiscal 2005 diluted EPS of $0.26 includes $0.02 per share of
     previously announced costs related to implementing efficiency initiatives.

o    First quarter fiscal 2004 diluted EPS of $0.37 included  contribution  from
     businesses   the  company  no  longer   owns  and  other  items   affecting
     year-over-year comparisons. Those items are detailed toward the end of this
     release.

o    Almost seven million  shares were  repurchased  during the first quarter of
     fiscal 2005 for approximately $181 million.

OMAHA,  Neb.,  Sept.  22, 2004 -- ConAgra Foods Inc.  (NYSE:  CAG), one of North
America's leading packaged food companies, today reported earnings for the first
quarter  ended Aug. 29, 2004.  Net income for the quarter was $135  million,  or
$0.26 per diluted share,  and includes  $0.02 per share of previously  announced
costs related to  implementing  efficiency  initiatives.  Earnings for the first
quarter  last year were $195  million,  or $0.37 per diluted  share,  reflecting
contribution  from businesses the company no longer owns, as well as other items
that impact year-over-year comparability.

Sales for the company  increased 8% to $3.5 billion from $3.2 billion last year.
Current  quarter  operating  profit was $341 million,  9% above the $312 million
reported last year.  Current  quarter income from continuing  operations  before
income tax and the cumulative  effect of changes in accounting was $214 million,
29% ahead of $166 million last fiscal year.

Bruce Rohde, chairman and chief executive officer, commented, "Our first quarter
sales were very strong, reflecting excellent volumes for many of our brands. Our
sales and marketing  initiatives are gaining  significant  momentum,  and we are
pleased with the progress."

Rohde  continued,  "And because we have taken some price  increases  and reduced
operating  expenses in several areas, our overall  operating profit this quarter
was  solid,  but it was not as  strong  as we  wanted;  this was  mainly  due to
significantly  increased  input costs  across the  industry.  As we plan for the
balance of this fiscal year, we expect to continue  making price  adjustments to
offset  increased  input  costs,  as well as to  continue  growing  volumes  and
capitalizing  on  cost  savings  opportunities  so that  we  strengthen  margins
throughout the year."

                      Retail Products (58% of total sales)

Sales for the Retail Products segment increased 9% to $2 billion,  the result of
8% volume growth.

o    Brands posting sales gains include: ACT II, Armour,  Banquet,  Blue Bonnet,
     Butterball,  Chef Boyardee,  Cook's,  DAVID,  Eckrich, Egg Beaters,  Hebrew
     National,  Hunt's, Kid Cuisine,  Manwich,  Marie Callender's,  PAM, Parkay,
     Peter Pan,  Reddi-wip,  Swiss Miss, and Wesson;  many of these increased at
     double-digit rates.

o    Sales for the company's top 30 brands as a group,  which  represent  almost
     80% of total segment sales,  grew 9%; category share trends for many of the
     company's most significant brands showed solid year-over-year improvement.

The  strong  volume  performance   reflects   disciplined  sales  and  marketing
initiatives designed to continually strengthen brand equities, increase category
shares,  expand  distribution,  optimize  return on  marketing  investment,  and
improve  profit  contribution  from new items.  The company  notes that  segment
volume  performance  in the first quarter last fiscal year was soft,  reflecting
the consolidation of the Retail Products sales force underway at that time. This
consolidation,  now  complete,  reduced  the role of brokers  and  resulted in a
direct approach for serving customers.  That transition has resulted in improved
sales  execution,  which  contributed  to the  strong  volume  performance  this
quarter.  During the quarter,  the segment's selling prices increased  slightly,
which only partly offset higher input costs; additional price increases continue
to be implemented to address increased raw material costs.

The Retail Products  segment  operating profit for the quarter was $213 million,
3% above the $208  million  posted  last  year,  reflecting  the  strong  volume
performance  and a focus on  operating  cost  reduction in the face of increased
input costs.  Significantly  increased input costs negatively impacted operating
profit  growth and profit  margin,  as did $8 million of costs  associated  with
implementing  efficiency  initiatives.  Profits for branded processed meats were
significantly  below prior year results,  reflecting a combination  of increased
costs and competitive challenges. The company expects price increases as well as
the  marketing  and operating  initiatives  underway to  accelerate  the rate of
operating profit growth for this segment as the fiscal year progresses.


                    Foodservice Products (26% of total sales)

Sales for the  Foodservice  Products  segment  were $905  million  for the first
quarter,  an  increase of 3% over last year,  reflecting  price  increases  that
offset increased input costs.  Sales for specialty potato and culinary  products
grew, while seafood sales declined due to market  conditions.  Segment operating
profit for the quarter was $67  million,  11% below the $76 million  posted last
year, largely due to $11 million of unfavorable production costs associated with
a  planned  plant  consolidation.  Results  also  include  $5  million  of costs
associated with implementing efficiency  initiatives.  The company expects price
increases  as  well as the  marketing  and  operating  initiatives  underway  to
accelerate  the rate of operating  profit  growth for this segment as the fiscal
year progresses.

                      Food Ingredients (16% of total sales)

During the quarter, sales for the Food Ingredients segment increased 14% to $577
million from $508 million last year.  Operating  profit more than doubled to $60
million this year. The strong sales and operating profit increases are primarily
the result of a favorable environment for input merchandising operations.  Sales
and operating profit results for the value-added  specialty  ingredients product
lines were essentially equal to those of a year ago.

Earnings from Equity Method Investments
Equity  method  investment  earnings for the quarter were $14 million,  compared
with $11 million for the same quarter last year.

Capital Resource Management & Corporate Expense
o    The company  repurchased nearly seven million shares of common stock during
     the first  quarter at a total cost of  approximately  $181  million.  Since
     announcing a $1 billion  share  repurchase  program in December  2003,  the
     company has repurchased approximately 22 million shares for a total cost of
     approximately $600 million.

o    Capital  expenditures  for  property,  plant,  and  equipment  totaled $105
     million  compared  with $71 million last year;  the increase over last year
     reflects  additional  investment in information  systems.  Depreciation and
     amortization  expense was  approximately $89 million for the quarter versus
     $85 million a year ago.  Dividends paid totaled $135 million.  Net interest
     expense  for the quarter was $73  million  compared  with $65 million  last
     year.

o    Corporate  expense  was $67  million  for the  quarter,  compared  with $92
     million last year.  Prior year amounts  include  approximately  $22 million
     related to a litigation settlement.

New Product News
During the quarter the company announced its whole-grain flour, Ultragrain White
Whole  Wheat,   its   proprietary   product  that  the  company  expects  to  be
revolutionary  in the  baking  industry.  Ultragrain  combines  the  nutritional
benefits of whole grains with the taste,  texture, and finished-baked  qualities
of refined flour that consumers and bakers often prefer.  Ultragrain can be used
in many applications including: bread, pizza crusts, pastas, tortillas,  snacks,
and cereals among other uses.  Initial  inquiries from potential trade customers
including food manufacturers,  bakeries,  and ingredients companies suggest that
the product has significant potential.

Also during the quarter,  Banquet  Crock-Pot  Classics,  the first complete meal
designed  and  created  for   Crock-Pot   slow   cooking,   reached   nationwide
distribution, and is off to strong start. 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,  providing  consumers
with a convenient, on-demand homemade family meal.

Outlook
The company  believes that the marketing  and  operating  initiatives  currently
being  implemented,  along  with  appropriate  price  increases,  and the  share
repurchase  program,  will drive a solid EPS  performance  this fiscal year; the
company  expects the  benefit of its  profit-enhancing  initiatives  and pricing
actions  to be more  apparent  in the  company's  profit  margins  (profit  as a
percentage of sales) during the second half of the fiscal year than in the first
half.

For more detail on the company's  financial goals, please refer to the company's
Web site,  www.conagrafoods.com/investors,  and  choose  the  button  titled
"ConAgra Foods Comments on Strategic Direction."

Major Items Affecting  Year-Over-Year  EPS  Comparability of First-Quarter  2005
Results

Included in the $0.26 diluted EPS for the first quarter of fiscal 2005:
o    Current quarter results include expense of approximately  $0.02 per diluted
     share related to implementing cost-saving initiatives.
o    Current quarter results do not include any  significant  contribution  from
     operations now classified as discontinued.

Included in the $0.37 diluted EPS for the first quarter of fiscal 2004:
o    Prior year  results  include a  tax-related  benefit  of $0.12 per  diluted
     share.
o    Prior  year  results  include  $0.07  per  diluted  share  of  income  from
     discontinued operations.
o    Prior  year  results  include  approximately  $0.03  per  diluted  share of
     litigation expense, which was classified as a corporate SG&A expense.
o    Prior year  results  include  $0.02 per diluted  share of expense  from the
     cumulative  effect of an accounting change relating to the adoption of SFAS
     143.

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' first 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
9483317.  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  views and  assumptions  of future  events  and  financial
performance and are subject to uncertainty and changes in circumstances. Readers
of this release should  understand  that these  statements are not guarantees of
performance or results. Many factors could affect the company's actual financial
results and cause them to vary materially from the expectations contained in the
forward-looking  statements.  These factors include,  among other things, 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.  The company  cautions readers not to place
undue reliance on any forward-looking statements included in this release, which
speak only as of the date made.






ConAgra Foods, Inc.
Segment Operating Results
Dollars in millions


                                                                                    FIRST QUARTER
                                                             -------------------------------------------------------------
                                                                  13 Weeks               13 Weeks
                                                                    Ended                 Ended
                                                             --------------------  -------------------  ------------------
                                                                  August 29,            August 24,       Percent Change
                                                                     2004                 2003
                                                             --------------------  -------------------  ------------------
                                                                                               
SALES
Retail Products                                               $    2,014.2          $    1,841.0              9.4%
Foodservice Products                                                 904.6                 880.3              2.8%
Food Ingredients                                                     576.8                 508.1             13.5%
                                                             --------------------  -------------------
    Total                                                          3,495.6               3,229.4              8.2%
                                                             --------------------  -------------------
OPERATING PROFIT
Retail Products                                               $      213.3          $      208.0              2.5%
Foodservice Products                                                  67.4                  76.0            (11.3)%
Food Ingredients                                                      60.1                  27.9            115.4%
                                                             --------------------  -------------------
   Total operating profit for segments                               340.8                 311.9              9.3%

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                                        67.1                  91.7            (26.8)%
     Interest expense, net                                            73.4                  65.4             12.2%
     Equity method investment earnings                                14.1                  11.2             25.9%
                                                             --------------------  -------------------
Income from continuing operations before income tax and
cumulative effect of changes in accounting                     $     214.4          $      166.0             29.2%
                                                             ====================  ===================



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

                                                                                      FIRST QUARTER
                                                              ---------------------------------------------------------------
                                                                13 Weeks Ended        13 Weeks Ended
                                                              -------------------   -------------------   -------------------
                                                                  August 29,            August 24,          Percent Change
                                                                     2004                  2003
                                                              -------------------   -------------------   -------------------
                                                                                                 
Net sales                                                         $   3,495.6           $   3,229.4                 8.2%
Costs and expenses:
   Cost of goods sold                                                 2,807.4               2,545.2                10.3%
   Selling, general and administrative expenses                         414.5                 464.0               (10.7)%
   Interest expense, net                                                 73.4                  65.4                12.2%
                                                              -------------------   -------------------
                                                                      3,295.3               3,074.6                 7.2%
Equity method investment earnings                                        14.1                  11.2                25.9%
                                                              -------------------   -------------------
Income from continuing operations before income taxes
and cumulative effect of changes in accounting                          214.4                 166.0                29.2%
Income tax expense (benefit)                                             81.1                  (1.3)                N/A
                                                              -------------------   -------------------
Income from continuing operations before
cumulative effect of changes in accounting                              133.3                 167.3               (20.3)%
Income from discontinued operations, net of tax                           1.7                  39.3               (95.7)%
Cumulative effect of changes in accounting, net of tax                     -                  (11.7)             (100.0)%
                                                              -------------------   -------------------
Net income                                                        $     135.0           $     194.9               (30.7)%
                                                              ===================   ===================
Earnings per share - basic
Income from continuing operations before
cumulative effect of changes in accounting                        $      0.26           $      0.32               (18.8)%
Income from discontinued operations                                         -                  0.07              (100.0)%
Cumulative effect of changes in accounting                                  -                 (0.02)              100.0%
                                                              -------------------   -------------------
Net income                                                        $      0.26           $      0.37               (29.7)%
                                                              ===================   ===================
Weighted average shares outstanding                                     517.0                 530.0                (2.5)%
                                                              ===================   ===================

Earnings per share - diluted
Income from continuing operations before
cumulative effect of changes in accounting                        $      0.26          $       0.32               (18.8)%
Income from discontinued operations                                         -                  0.07              (100.0)%
Cumulative effect of changes in accounting                                  -                 (0.02)              100.0%
                                                              -------------------   -------------------
Net income                                                        $      0.26          $       0.37               (29.7)%
                                                              ===================   ===================
Weighted average share and share equivalents
outstanding                                                             521.4                 531.5                (1.9)%
                                                              ===================   ===================








ConAgra Foods, Inc.
Consolidated Balance Sheets
Dollars in millions

                                                                        August 29, 2004          August 24, 2003
                                                                      ---------------------    --------------------
                                                                                         
ASSETS
Current assets
  Cash and cash equivalents                                              $      369.8             $    722.0
  Receivables, less allowance for doubtful accounts
    of  $28.5 and $32.3                                                       1,349.7                  807.5
  Inventories                                                                 2,640.3                2,542.6
  Prepaid expenses and other current assets                                     368.2                  524.9
  Current assets of discontinued operations                                     175.4                1,976.7
                                                                      ---------------------    --------------------
         Total current assets                                                 4,903.4                6,573.7

Property, plant and equipment, net                                            2,906.2                2,649.9
Goodwill                                                                      3,801.4                3,802.4
Brands, trademarks and other intangibles, net                                   826.4                  823.5
Other assets                                                                  1,575.0                1,137.0
Noncurrent assets of discontinued operations                                      9.4                  552.7
                                                                      ---------------------    --------------------
                                                                          $  14,021.8             $ 15,539.2
                                                                      =====================    ====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Notes payable                                                           $      22.4             $    134.1
  Current installments of long-term debt                                        366.9                  520.4
  Accounts payable                                                              873.5                  849.1
  Advances on sales                                                             103.0                  113.0
  Other accrued liabilities                                                   1,423.3                1,559.4
  Current liabilities of discontinued operations                                164.9                1,192.8
                                                                      ---------------------    --------------------
       Total current liabilities                                              2,954.0                4,368.8

Senior long-term debt, excluding current installments                         4,887.1                4,526.0
Subordinated debt                                                               400.3                  758.4
Preferred securities of subsidiary company                                          -                  175.0
Other noncurrent liabilities                                                  1,120.0                  950.2
Noncurrent liabilities of discontinued operations                                   -                   17.2
Common stockholders' equity                                                   4,660.4                4,743.6
                                                                      ---------------------    --------------------
                                                                          $  14,021.8             $ 15,539.2
                                                                      =====================    ====================