Q2 FY05 Question & Answer
December 22, 2004

1.   What were some  examples  of major  brands in the Retail  Products  segment
     posting sales growth for the quarter?

         ACT II
         Armour
         Banquet
         Blue Bonnet
         Chef Boyardee
         Cook's
         DAVID
         Eckrich
         Egg Beaters
         Hunt's
         Kid Cuisine
         LaChoy
         Marie Callender's
         Orville Redenbacher's
         PAM
         Parkay
         Peter Pan
         Reddi-wip
         Snack Pack
         Swiss Miss
         Van Camp's
         Wesson

2.   What were some  examples  of major  brands in the Retail  Products  segment
     posting sales declines for the quarter?

         Butterball
         Healthy Choice
         Hebrew National
         MaMa Rosa's
         Manwich
         Slim Jim

3.   What were unit volume changes for the quarter in the Retail and Foodservice
     segments?

     Retail volume  increased 7% and Foodservice  volume decreased 1%. Excluding
     the  impact of  divested  businesses  in prior  year  amounts,  Foodservice
     volumes were up 1%.

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

     Approximately $85 million (vs. $86 million in Q2 2004)

           $84 million of depreciation (vs. $85 million in Q2 2004)
           $1 million of other amort. (vs. $1 million in Q2 2004)


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

     Approximately $174 million (vs. $171 million through Q2 2004)

           $173 million of depreciation (vs. $169 million through Q2 2004)
           $1 million of other amort. (vs. $2 million through Q2 2004)


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

     Approximately  $150  million  (vs.  $82  million  in Q2  2004),  reflecting
     increased investment in information systems.


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

     Approximately  $255 million (vs. $152 million through Q2 2004),  reflecting
     increased investment in information systems.


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

     $86 million


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

     $159 million


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

                             Q2 FY05       Q2 FY04

      Total Debt*             $5,360       $5,566
      Less: Cash On Hand     $   353       $   52
                             -------      -------
      Total                   $5,007       $5,514

     * Total debt = short-term  debt,  long-term  debt,  and  subordinated  debt
     (includes preferred securities in the prior year total).

11.  What was Corporate Expense for the quarter?

     Approximately $85 million (vs. approximately $79 million in Q2 2004)


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

     Approximately $152 million (vs. approximately $171 million through Q2 2004)


13.  How much did the company pay in dividends during the quarter?

     $134 million


14.  How much did the company pay in dividends fiscal year-to-date?

     $269 million


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

     517.5 million shares


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

     38%


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

     Gross Margin = Gross Profit* divided by Net Sales

     Gross Margin = $902/$4,116 = 21.9%

     Operating Margin = Segment Operating Profit** divided by Net Sales

     Operating Margin = $545/$4,116 = 13.3%


     * Gross Profit = Net Sales minus Costs of Goods Sold ($4,116-$3,214 = $902)

     **See  second-quarter  segment  operating  results for a reconciliation  of
     operating  profit  to  income  from  continuing  operations.   Income  from
     continuing  operations before income taxes and cumulative effect of changes
     in accounting divided by Net Sales = $390/$4,116 = 9.5%.


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

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

                                                Q2 FY05   Q2 FY04
         Accounts Receivable                    $1,537    $1,115
         Inventory                              $2,962    $3,179
         Less: Accounts Payable                 $1,161    $1,195
         Less: Accrued Expenses                 $1,460    $1,526
         Less: Advances on Sales                $  132    $  226
                                               -------    -------
             Net Position                      $1,746     $1,347


19.  Why are accounts receivable higher than last year?

     Last year, the company sold through  securitization  programs approximately
     $400  million  of  accounts  receivable.  With the  company's  strong  cash
     position, the company has elected not to draw from its asset securitization
     program,  and as a result,  the  accounts  receivable  balance is currently
     higher than it was last year.


20.  What is the preliminary estimate of the effective tax rate for fiscal 2005?

     Approximately 38%


21.  What are projected Capital Expenditures for fiscal 2005?

     Approximately $475 million,  reflecting increased investment in information
     systems.


22.  What is the expected net interest expense for fiscal 2005?

     Approximately $315-$320 million


23.  Were there any expenses  during the second quarter  related to implementing
     previously discussed cost-saving initiatives?

     The Retail Products segment included $4 million of such expenses.


24.  Does the company have any additional comments on the initiatives?

     As part of efforts to improve the company's cost  structure,  margins,  and
     competitive  position,  the  company  began in fiscal 2004  implementing  a
     series of  initiatives  that will better  align and  utilize the  company's
     collective resources.

     o    The initiatives were started in the second quarter of fiscal 2004, and
          have continued into the first half of fiscal 2005.  These  initiatives
          include:

               Elimination of duplicative costs and overhead;

               Consolidation of selected plants and support functions;

               Efforts to streamline and improve our ability to do business with
               our customers, distributors and brokers; and

               Realignment of business organizations.

     o    These  initiatives are expected to be more than offset by cost savings
          in the future.


25.  During the quarter,  did the company  receive any  proceeds  related to the
     fresh beef and pork divestiture?

     The company sold its minority interest in Swift Foods to Hicks, Muse Tate &
     Furst for $194 million, resulting in no significant gain or loss.

     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.


26.  For  the  quarter  and  year-to-date,  how  much  were  the  equity  method
     investment  earnings  in  Swift  Foods?  Will  the  fact  that you sold the
     minority interest in Swift Foods  significantly  impact the  year-over-year
     earnings comparisons in the second half of fiscal 2005?

          Equity  method  investment   earnings  from  the  company's   minority
          investment  in Swift  Foods were $0 for the  second  quarter of fiscal
          2005 and approximately $7 million for the fiscal 2005 year-to-date.

          Our equity  investment in Swift Foods was not a significant  driver of
          our earnings results. In the second half of fiscal 2004, equity method
          investment  earnings from Swift Foods was  approximately $4 million of
          loss in the third quarter of fiscal 2004, and approximately $4 million
          of income in the fourth quarter of fiscal 2004. The recent divestiture
          of our minority interest will therefore not  significantly  impact the
          year-over-year earnings comparisons in the second half of fiscal 2005.


27.  Can the company comment on any gain or loss associated with the liquidation
     of the Swift Foods' cattle-feeding operations?

          The company  recorded an after-tax gain of  approximately  $21 million
          related to the liquidation of the Swift Foods'  cattle-feeding  assets
          in the quarter. The gain was recorded in discontinued operations.


28.  Can the company comment on any proceeds received related to the sale of the
     chicken processing business?

          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.


29.  Can the company comment on the status of the UAP  International  operations
     included in discontinued operations?

          During the quarter,  the company reached  agreements in principle with
          various  parties  to  sell  substantially  all  of the  remaining  UAP
          International  assets.  During the  quarter,  the company  recorded an
          after-tax loss of approximately  $22 million related to write-downs of
          these assets,  which are expected to be sold during the balance of the
          fiscal year.


30.  What  are  the  major  items   affecting  the   year-to-date   diluted  EPS
     comparability?

          Fiscal 2005 First-Half Diluted EPS of $0.73 includes:

          Quarter  1:  $0.02  per  share  of  costs  to  implement   cost-saving
          initiatives

          Fiscal 2004 First-Half Diluted EPS of $0.87 includes:

          Quarter 1: $0.12 per share of tax-related benefit

          Quarter 1: $0.07 per share of income from discontinued operations

          Quarter 1: $0.03 per share of litigation expense

          Quarter  1: $0.02 per share of expense  from  cumulative  effect of an
          accounting change

          Quarter 2: $0.06 per share of income from discontinued operations

          Quarter  2:  $0.01  per  share  of  expense  related  to  implementing
          cost-saving initiatives