FOR IMMEDIATE RELEASE                                               NEWS RELEASE

CONAGRA FOODS REPORTS STRONG  SECOND-QUARTER  SALES, ALL SEGMENTS POST OPERATING
PROFIT GROWTH

       SECOND-QUARTER FISCAL 2005 HIGHLIGHTS:

       .   Second-quarter fiscal 2005 sales rose 8% to $4.1 billion.

       .   Second-quarter fiscal 2005 diluted EPS was $0.47.

       .   All segments posted operating profit growth in the current quarter.

       .   One year ago, second-quarter fiscal 2004 diluted EPS of $0.51
           included $0.06 per share of contribution from discontinued
           operations; diluted EPS from continuing operations was $0.45.



OMAHA,  Neb.,  Dec. 22, 2004 -- ConAgra  Foods Inc.  (NYSE:  CAG),  one of North
America's leading packaged food companies, today reported results for the fiscal
2005 second quarter,  which ended Nov. 28, 2004. Sales for the quarter increased
8% to $4.1 billion.  Diluted EPS from  continuing  operations  was $0.47 for the
quarter,  compared with $0.45 last year.  Current quarter  operating  profit was
$545  million,  10% above last year,  as all segments  posted  operating  profit
growth in the current quarter. Current quarter income from continuing operations
before income tax was $390 million, 6% above last year.

Bruce Rohde,  chairman and chief executive officer,  commented,  "The company is
tracking  with its plan for solid EPS  performance  this fiscal year.  Our sales
growth this quarter builds on last quarter's  strong  top-line  performance  and
reflects  continued  progress with  marketing and  operating  initiatives  being
implemented to fuel profitable  growth. As expected,  we continued to experience
increased  input costs in several areas of our  business,  which we were able to
largely  offset  through  volume  gains,  price  adjustments,  better  sales and
marketing,  and  cost-saving  initiatives.  We look  forward  to  this  momentum
continuing through May, which concludes the second half of our fiscal year."


For the  first six  months of fiscal  2005,  total  sales  increased  8% to $7.6
billion.  Operating  profit was $886  million,  9% above last year.  Income from
continuing  operations  before  income  tax and  cumulative  effect of change in
accounting was $605 million, 13% above last year. Diluted EPS for the first half
of fiscal 2005 was $0.73,  compared  with $0.87 last year;  several items impact
the  year-over-year  EPS  comparison.  Those  items are  detailed  later in this
release and in the supplemental  question-and-answer  document  relating to this
release  posted  on the  company's  Web site at  www.conagrafoods.com  under the
section for Investors.


                      Retail Products (60% of total sales)

For the  quarter,  sales for the Retail  Products  segment  increased 9% to $2.5
billion,  reflecting  healthy  volume  growth  of  approximately  7% as  well as
increased pricing necessitated by higher input costs.

..    Brands posting sales gains include: ACT II, Armour,  Banquet,  Blue Bonnet,
     Chef Boyardee, Cook's, DAVID, Eckrich, Egg Beaters, Hunt's, Kid Cuisine, La
     Choy, Marie Callender's,  Orville  Redenbacher's,  PAM, Parkay,  Peter Pan,
     Reddi-wip,  Snack Pack, Swiss Miss, Van Camp's, and Wesson;  more than half
     of these brands posted double-digit sales increases. The company notes that
     major  brands  including  Banquet,  Chef  Boyardee,   Egg  Beaters,   Marie
     Callender's,  and PAM have  posted  double-digit  sales  growth for several
     successive quarters.

..    Sales for the company's top 30 brands as a group,  which  represent  almost
     80% of total segment sales, grew 8%; many of the company's most significant
     brands posted year-over-year gains in category shares,  reflecting improved
     execution  of  sales  and  marketing   programs.   The  quarter's  top-line
     performance  reflects  strong  sales  trends  across a wide range of retail
     customer channels,  including grocery stores,  dollar stores,  club stores,
     and mass merchandisers.

The strong  top-line  performance  reflects the  implementation  of  initiatives
designed to continually  strengthen brand equities,  expand distribution for the
company's most promising products, and improve returns on marketing investments.
Price increases accounted for approximately 2% year-over-year  sales growth. All
operations  within  the  Retail  Products  segment  -  deli,  frozen,   grocery,
refrigerated, snacks, and international - showed sales growth. The company notes
particular success with Banquet(R) Crock-Pot(R) Classics(TM), which is the first
complete  line of meals  designed  and  created  for slow  cooking.  After being
introduced only last spring, the product now has national  distribution,  and is
expected to generate  revenue  approaching $100 million for ConAgra Foods in the
first year of production.

The Retail Products  segment  operating profit for the quarter was $375 million,
5% above the $358 million posted last year.  This growth  reflects strong volume
performance,  as well as price  adjustments  and cost-saving  initiatives  which
together largely offset increased input costs.  Segment operating profit grew at
a slower rate than sales,  reflecting increased input costs and a less favorable
mix of products  sold.  Lower  selling,  general,  and  administrative  expenses
resulting  from  more  efficient   marketing   investments  and  better  expense
management  contributed  to the  operating  profit  growth.  Profits for popcorn
products and branded processed meats were below prior-year results,  largely due
to category and competitive pricing challenges.

Year-to-date sales for the Retail Products segment were $4.5 billion, up 9% over
last year on volume growth of 8%.  Operating  profit was $589 million,  4% above
the $566 million posted last year;  year-to-date  results include $12 million of
costs related to  implementing  efficiency  initiatives  and prior-year  amounts
include $7 million of such costs.

The company  continues to streamline its purchasing,  manufacturing,  logistics,
and  administrative  functions to make  operations  more  efficient  and expects
operational  improvements to result in  year-over-year  profitability  gains for
this segment in the second half of the year.

                    Foodservice Products (23% of total sales)

Sales  for  the  Foodservice   Products   segment  were  $940  million  for  the
second-quarter,  2% below last year,  reflecting decreased seafood product sales
and the fact  that  prior-year  amounts  included  $10  million  of  sales  from
businesses the company no longer owns.  Sales for specialty potato products were
strong,  while seafood  products  sales  declined due to  tariff-related  market
dynamics. Segment operating profit for the quarter was $91 million, 6% above the
$86 million posted last year,  reflecting  reduced operating  expenses and, to a
lesser extent,  solid sales performance with specialty potato products.  For the
segment as a whole,  improved mix and pricing  actions offset rising input costs
during the  quarter.  Operating  profits  from  seafood  products  and  culinary
products were lower than comparable  amounts a year ago.  Operating  profits for
seafood products declined due to tariff-related  market dynamics,  and operating
profits for culinary products declined mostly due to competitive challenges with
prepared meat offerings. To a lesser extent, culinary products operating profits
were also negatively  impacted by unfavorable  production costs resulting from a
planned  plant   consolidation.   The  company  expects  this  segment  to  post
profitability  gains  in the  second  half  of  the  year,  due  to  operational
improvements and the fact that prior-year results included costs associated with
implementing efficiency initiatives.

Year-to-date  sales for the  Foodservice  Products  segment  were $1.8  billion,
essentially equal to last year.  Segment  operating profit was $158 million,  $4
million below the $162 million posted last year,  reflecting  approximately  $17
million  of  unfavorable  production  costs  associated  with  a  planned  plant
consolidation.  In addition,  current year-to-date results include $4 million of
costs related to implementing efficiency initiatives;  prior-year amounts do not
include any such costs.

                      Food Ingredients (17% of total sales)

During the quarter, sales for the Food Ingredients segment increased 20% to $691
million from $577 million last year.  Operating profit grew substantially to $79
million  this year from $54  million  last year.  The $25  million of  operating
profit increase  includes growth of  approximately  $19 million from trading and
merchandising  energy,  grains,  fertilizer,  and other inputs and  commodities;
these  trading and  merchandising  operations  are  benefiting  from a favorable
market  environment.  The segment  operating  profit growth also reflects strong
performance from grain-based food ingredients due to higher volumes and improved
market  conditions.  Difficult  competitive  conditions  continued to negatively
impact  the  performance  of  dehydrated  onion,  garlic,  and  other  vegetable
products.

The  company  continues  to  aggressively  pursue  new sales  opportunities  for
ingredients products, particularly its seasonings, blends, and flavorings items,
which have a wide range of applications in foodservice and other channels.

Year-to-date  sales  for the  Food  Ingredients  segment  increased  17% to $1.3
billion  from $1.1  billion last year.  Year-to-date  operating  profit was $139
million,  70% above the $82 million  posted last year; and includes less than $1
million of costs  related to  implementing  efficiency  initiatives;  prior-year
operating profit includes $7 million of such costs.

Earnings from Equity Method Investments

Equity method investment  earnings from various investments for the quarter were
$15 million,  compared  with $16 million for the same quarter last year.  Equity
method  investment  earnings for the first half of fiscal 2005 were $29 million,
compared with $28 million for the same period last year.

Corporate Expense

Corporate  expense was $85 million for the  quarter,  compared  with $79 million
last year.  For the first half of the fiscal  year,  corporate  expense was $152
million,  compared  with $171  million  last year;  the  year-over-year  decline
reflects   approximately  $25  million  in  the  prior  year  for  a  litigation
settlement.

Capital Resource Management

..    During the quarter, ConAgra Foods sold its minority interest in Swift Foods
     to Hicks, Muse, Tate & Furst for $194 million,  resulting in no significant
     gain or loss.  ConAgra  Foods no longer holds any equity  position in fresh
     beef and pork processing.

..    ConAgra Foods is in the process of recovering  the financing it provided in
     connection  with Swift Foods'  cattle-feeding  operations.  The  financing,
     which ConAgra Foods provided for two years, included a line of credit and a
     note receivable totaling approximately $300 million at maturity. During the
     quarter,  the financing  matured and ConAgra  Foods assumed  control of the
     cattle-feeding  assets in order to liquidate them in an orderly manner. The
     feedlots  have been sold,  and the sale of the  retained  live cattle is in
     process and should be  completed  early in calendar  2005.  The company has
     received  $146  million  from  the   liquidation  as  of  the  end  of  the
     second-quarter,  and,  in due course,  expects to fully  recover all of the
     cattle-feeding-related financing provided to Swift Foods.

..    On Dec.  13,  ConAgra  Foods  sold 10  million  shares of  Pilgrim's  Pride
     Corporation  (NYSE:  PPC) common stock for more than $280 million,  and the
     resulting pretax gain of approximately $185 million will be recorded in the
     third quarter of fiscal 2005.  ConAgra Foods  received  these shares in the
     fall of 2003 in connection with the  divestiture of its chicken  processing
     operations to Pilgrim's Pride. ConAgra Foods still owns 15.4 million shares
     of Pilgrim's  Pride  common stock that are subject to resale  restrictions;
     ConAgra  Foods  plans  to sell  these  shares  at the  appropriate  time in
     accordance with these restrictions.

..    The company is committed to capital  allocation in a way that appropriately
     utilizes excess cash:

     o    The company has been using cash to  opportunistically  repurchase  its
          common stock. The company has repurchased  approximately  $600 million
          of its stock over the past year.

     o    The  company  has also been using cash to retire  debt that has become
          due or that will soon be due:

                -   During the quarter, the company retired $300 million of 7.4%
                    subordinated debt that was due September 2004.

                -   Subsequent to quarter-end,  the company retired $600 million
                    of 7.5% senior debt due September 2005.

..    For the quarter,  capital  expenditures for property,  plant, and equipment
     totaled $150 million compared with $82 million last year; the increase over
     last year is due principally to additional  investment to update  strategic
     information systems for the future.  Depreciation and amortization  expense
     was  approximately  $85 million  for the quarter  versus $86 million a year
     ago. Dividends paid totaled $134 million versus $131 million last year. Net
     interest  expense for the quarter was $86 million compared with $68 million
     last year;  current-year amounts include $14 million of additional interest
     expense associated with a previously terminated interest rate swap.

..    For the first half of the fiscal year,  capital  expenditures for property,
     plant,  and equipment  totaled $255 million compared with $152 million last
     year;  the  increase  over  last  year  is due  principally  to  additional
     investment  to  update  strategic   information  systems  for  the  future.
     Depreciation and amortization  expense was  approximately  $174 million for
     the first six months versus $171 million a year ago. Dividends paid totaled
     $269 million for the fiscal-year-to-date versus $262 million last year. Net
     interest expense for the fiscal-year-to-date was $159 million compared with
     $134 million last year; the year-over-year  increase is driven primarily by
     the impact of interest rate swaps.


Outlook

The company expects the second half of fiscal 2005 to show year-over-year profit
growth, largely due to ongoing operational improvements.

Bruce  Rohde  commented,  "Our team is  focused  on  marketing,  operating,  and
information  systems  initiatives  that will help expand profit margins over the
long term.  These  activities  will help us grow our top-line while operating an
increasingly  efficient  supply  chain  that  reflects  low-cost  manufacturing,
purchasing,  and logistics  operations.  Our supply chain  efficiency  should be
further  enhanced by an ongoing  program that drives an  increased  focus on our
highest-margin,  highest-opportunity  items,  and which  phases  out  low-margin
items.  This  program  should  enhance  our sales and profit  performance  as we
increase our focus on our most promising and profitable products.  The potential
for these activities to favorably impact profit margins over the long term makes
this a great time to be a part of the ConAgra Foods team,  and I look forward to
updating you on our progress."

For more details  regarding 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

Second-Quarter EPS Comparability

     Included in diluted EPS of $0.47 for the second quarter of fiscal 2005:

     .    Current quarter  results do not include any  significant  contribution
          from operations now classified as discontinued.


      Included in diluted EPS of $0.51 for the second quarter of fiscal 2004:

     .    Those  results   include  $0.06  per  diluted  share  of  income  from
          discontinued operations.

     .    Those results include expense of approximately $0.01 per diluted share
          related to implementing cost-saving initiatives.


First-Quarter EPS Comparability

      Included in diluted EPS of $0.26 for the first quarter of fiscal 2005:

     .    Those results include expense of approximately $0.02 per diluted share
          related to implementing cost-saving initiatives.

     .    Those  results  do  not  include  any  significant  contribution  from
          operations now classified as discontinued.


      Included in diluted EPS of $0.37 for the first quarter of fiscal 2004:

     .    Those  results  include a  tax-related  benefit  of $0.12 per  diluted
          share.

     .    Those  results   include  $0.07  per  diluted  share  of  income  from
          discontinued operations.

     .    Those  results  include  approximately  $0.03  per  diluted  share  of
          litigation expense, which was classified as a corporate SG&A expense.

     .    Those  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 the ConAgra Foods second-quarter results will be available today
at 8:30 a.m. EST. 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. EST. A digital replay
of the discussion will be available after 9:30 a.m. EST 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
2051531.  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
In millions
                                                                                            
                                                                             SECOND QUARTER
                                    ===============================================================================================
                                               13 Weeks                         13 Weeks
                                                 Ended                           Ended
                                    ===============================  ===============================  =============================
                                          November 28, 2004                November 23, 2003                Percent Change
                                    ===============================  ===============================  =============================
SALES
  Retail Products                         $    2,485.4                     $    2,271.6                        9.4%
  Foodservice Products                           939.5                            956.2                       (1.7)%
  Food Ingredients                               691.3                            577.0                       19.8%
                                    ===============================  ===============================
      Total                                    4,116.2                          3,804.8                        8.2%
                                    ===============================  ===============================

OPERATING PROFIT
  Retail Products                        $       375.2                    $       357.8                        4.9%
  Foodservice Products                            91.0                             85.8                        6.1%
  Food Ingredients                                79.2                             54.1                       46.4%
                                    ===============================   ===============================
     Total operating profit for                  545.4                            497.7                        9.6%
     segments

Reconciliation of total operating
profit to income from continuing
operations before income tax

Items excluded from segment
operating profit:

     General corporate expense                    84.6                             79.1                        7.0%
     Interest expense, net                        85.8                             68.2                       25.8%
     Equity method investment
       earnings                                   15.1                             16.3                       (7.4)%
                                    ===============================   ===============================

Income from continuing
operations before income tax              $      390.1                     $      366.7                        6.4%
                                    ===============================   ===============================
                                    ===============================   ===============================


     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.

</Table>
<Page>

<Table>
ConAgra Foods, Inc.

Segment Operating Results
In millions
                                                                                                
                                                                                       YEAR TO DATE
                                                ===================================================================================

                                                       26 Weeks                      26 Weeks
                                                        Ended                         Ended
                                                ==========================  ===========================  ==========================

                                                   November 28, 2004            November 23, 2003           Percent Chage
                                                ==========================  ===========================  ==========================

SALES
Retail Products                                    $    4,499.6                 $    4,112.6                      9.4%
Foodservice Products                                    1,844.1                      1,836.5                      0.4%
Food Ingredients                                        1,268.1                      1,085.1                     16.9%
                                                ==========================  ===========================
      Total                                             7,611.8                      7,034.2                      8.2%
                                                ==========================  ===========================

OPERATING PROFIT
Retail Products                                    $      588.5                 $      565.8                      4.0%
Foodservice Products                                      158.4                        161.8                     (2.1)%
Food Ingredients                                          139.3                         82.0                     69.9%
                                                ==========================  ===========================

   Total operating profit for segments                    886.2                        809.6                      9.5%

Reconciliation of total operating profit
to income from continuing operations
before income tax and cumulative effect of
change in accounting

Items excluded from segment operating profit:
    General corporate expense                             151.7                        170.8                    (11.2)%
    Interest expense, net                                 159.2                        133.6                     19.2%
    Equity method investment earning                       29.2                         27.5                      6.2%
                                                ==========================  ===========================
Income from continuing operations
before income tax and cumulative effect
of change in accounting                            $      604.5                 $      532.7                     13.5%
                                                ==========================  ===========================
                                                ==========================  ===========================


     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.

</Table>
<Page>

<Table>
ConAgra Foods, Inc.

Consolidated Statementsof Earnings
In millions, except per share amounts
                                                                                                 
                                                                                     SECOND QUARTER
                                                ===================================================================================
                                                     13 Weeks Ended                  13 Weeks Ended
                                                ========================      ========================     ========================

                                                   November 28, 2004              November 23, 2003             Percent
                                                                                                                Change
                                                ========================      ========================     ========================

Net sales                                          $   4,116.2                    $   3,804.8                     8.2%
Costs and expenses:
   Cost of goods sold                                  3,213.7                        2,908.5                    10.5%
   Selling, general and
      administrative expenses                            441.7                          477.7                    (7.5)%
   Interest expense, net                                  85.8                           68.2                    25.8%
                                                 ======================       =======================
                                                       3,741.2                        3,454.4                     8.3%
Equity method investment earnings                         15.1                           16.3                    (7.4)%
                                                 ======================       =======================
Income from continuing operations before
   income taxes                                          390.1                          366.7                     6.4%
Income tax expense                                       146.8                          128.8                    14.0%
                                                 ========================     =======================

   Income from continuing operations                     243.3                          237.9                     2.3%

Income (loss) from discontinued operations,
   net of tax                                             (1.0)                          32.2                     N/A
                                                 ========================     =======================

Net income                                          $    242.3                   $      270.1                   (10.3)%
                                                 ========================     =======================

Earnings per share - basic

Income from continuing operations                   $      0.47                   $       0.45                    4.4%
Income from discontinued operations                          -                            0.06                 (100.0)%
                                                 ========================     =======================
Net income                                          $      0.47                   $       0.51                   (7.8)%
                                                 ========================     =======================

Weighted average shares outstanding                       513.7                         530.7                    (3.2)%
                                                 ========================     =======================

Earnings per share -diluted

Income from continuing operations                   $      0.47                   $       0.45                    4.4%
Income from discontinued operations                          -                            0.06                 (100.0)%
                                                 ========================     =======================
Net income                                          $      0.47                   $       0.51                   (7.8)%
                                                 ========================     =======================
Weighted average share and share equivalents
    outstanding                                           517.5                         531.8                    (2.7)%
                                                 ========================     =======================
</Table>
<Page>
ConAgra Foods, Inc.

Consolidated Statements of Earnings
In millions, except per share amounts
<Table>
                                                                                                      
                                                                                 YEAR TO DATE
                                                    ===============================================================================
                                                        26 Weeks Ended             26 Weeks Ended
                                                    ========================   ========================     =======================
                                                       November 28, 2004          November 23, 2003           Percent Change
                                                    ========================   ========================     =======================
Net sales                                              $   7,611.8                $  7,034.2                       8.2%
Costs and expenses:
   Cost of goods sold                                      6,021.1                   5,453.7                      10.4%
   Selling, general and administrative expenses              856.2                     941.7                      (9.1)%
   Interest expense, net                                     159.2                     133.6                      19.2%
                                                    ========================   ========================
                                                           7,036.5                   6,529.0                       7.8%
Equity method investment earnings                             29.2                      27.5                       6.2%
                                                    ========================   ========================
Income from continuing operations before income
taxes and cumulative effect of change in accounting          604.5                     532.7                      13.5%
Income tax expense                                           227.9                     127.5                      78.7%
                                                    ========================   ========================
Income from continuing operations before
cumulative effect of change in accounting                    376.6                     405.2                      (7.1)%

Income from discontinued operations, net of tax                0.7                      71.5                     (99.0)%

Cumulative effect of change in accounting                      -                       (11.7)                      N/A
                                                    ========================   ========================

Net income                                            $      377.3                $    465.0                     (18.9)%
                                                    ========================   ========================
Earnings per share - basic
Income from continuing operations before
    cumulative effect of change in accounting         $       0.73                $      0.77                     (5.2)%
Income from discontinued operations                           -                          0.13                   (100.0)%
Cumulative effect of change in accounting                     -                        ( 0.02)                  (100.0)%
                                                    ========================   ========================
Net income                                            $       0.73                $      0.88                    (17.0)%
                                                    ========================   ========================

Weighted average shares outstanding                         515.7                      530.4                      (2.8)%
                                                    ========================   ========================
Earnings per share - diluted
Income from continuing operations before
    cumulative effect of change in accounting         $       0.73                $      0.76                     (3.9)%
Income from discontinued operations                           -                          0.13                   (100.0)%
Cumulative effect of change in accounting                     -                         (0.02)                  (100.0)%
                                                    ========================   ========================
Net income                                            $       0.73                $      0.87                    (16.1)%
                                                    ========================   ========================

Weighted average share and share equivalents
    outstanding                                             519.7                      531.7                      (2.3)%
                                                    ========================   ========================



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ConAgra Foods, Inc.

Consolidated Balance Sheets
In millions
                                                                                      
                                                         November 28, 2004            November 23, 2003
                                                     ========================      ========================
ASSETS
Current assets
   Cash and cash equivalents                            $     353.2                     $    51.9
   Divestiture proceeds receivable                              -                           865.5
   Receivables, less allowance for doubtful
      accounts of $30.9 and $31.8                           1,536.6                       1,115.4
   Inventories                                              2,961.6                       3,178.8
   Prepaid expenses and other current assets                  326.1                         362.6
   Current assets of discontinued operations                  309.6                         198.2
                                                     ========================      ========================
         Total current assets                               5,487.1                       5,772.4

Property, plant and equipment, net                          2,967.5                       2,636.2
Goodwill                                                    3,815.0                       3,807.1
Brands, trademarks and other intangibles, net                 826.2                         825.6
Other assets                                                1,101.2                       1,451.5
Noncurrent assets of discontinued operations                    5.1                          39.9
                                                     ========================      ========================
                                                         $ 14,202.1                    $ 14,532.7
                                                     ========================      ========================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Notes payable                                         $      4.4                    $    100.6
   Current installments of long-term debt                     766.4                         324.1
   Accounts payable                                         1,161.1                       1,194.5
   Advances on sales                                          131.8                         225.6
   Other accrued liabilities                                1,460.3                       1,526.3
   Current liabilities of discontinued operations             127.1                         161.1
                                                     ========================      ========================
         Total current liabilities                          3,651.1                       3,532.2

Senior long-term debt, excluding current installments       4,189.3                       4,209.0
Subordinated debt                                             400.0                         756.9
Preferred securities of subsidiary company                        -                         175.0
Other noncurrent liabilities                                1,101.0                         961.0
Noncurrent liabilities of discontinued operations                 -                           0.3
Common stockholders' equity                                 4,860.7                       4,898.3
                                                     ========================      ========================
                                                        $  14,202.1                    $ 14,532.7
                                                     ========================      ========================