ConAgra Foods
Q3 FY05 Question & Answer
March 24, 2005


Note: The company considers the amounts in today's press release preliminary for
reasons described on page one of the release.


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

         ACT II
         Banquet
         Blue Bonnet
         Chef Boyardee
         Cook's
         Eckrich
         Egg Beaters
         Hunt's
         Kid Cuisine
         Manwich
         Marie Callender's
         Orville Redenbacher's
         PAM
         Parkay
         Snack Pack
         Van Camp's


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

         Armour
         Butterball
         DAVID
         Healthy Choice
         Hebrew National
         LaChoy
         Peter Pan
         Reddi-wip
         Slim Jim
         Swiss Miss
         Wesson


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

         Retail Products volume declined 3%, largely reflecting lower order fill
         rates during manufacturing changes. Foodservice Products volume
         increased 4%.


4.   Were the operations  containing the Retail  Products  packaged meats brands
     profitable this quarter?

         Yes, they were slightly profitable. The operating profits for those
         operations were more than $45 million below those of the comparable
         period a year ago.


5.   Does the company  expect the  performance of the packaged meats business to
     improve substantially in the fourth quarter?

         The company expects the packaged meats operations to show some
         improvement in the fourth quarter due to pricing actions and other
         margin-enhancing initiatives under way, but does not expect fourth
         quarter results for the packaged meats operations to show
         year-over-year profit gains.


6.   Does the company expect the manufacturing  challenges  discussed in today's
     release to negatively impact the fourth quarter?

         The issues improved significantly as the third quarter progressed, and
         are not expected to impact the fourth quarter to the extent they did in
         the third quarter. However, the company does expect some small impact
         from the manufacturing issues in the fourth quarter.


7.   The company's EPS performance,  adjusted for items impacting comparability,
     appeared slightly better than expected. What was the main reason for this?

         The performance of the Food Ingredients segment was stronger than
         expected.


8.   How much was  total  Depreciation  and  Amortization  (all  types)  for the
     quarter?

         $91 million (vs. $88 million in Q3 2004)


9.   How much were Capital Expenditures for the quarter?

         $97 million (vs. $89 million in Q3 2004), reflecting increased
         investment to update strategic information systems for the future.


10.  What was the Net Interest Expense for the quarter?

         $68 million

11.  What was Corporate Expense for the quarter?

         $136 million (vs. $79 million in Q3 2004)

         Current quarter amounts include a $22 million charge for retiring $600
         million of senior debt, as well as a $22 million addition to legal
         reserves in connection with previously disclosed SEC matters.


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

         $140 million


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

         520 million shares


14.  What  was  the  preliminary  effective  tax  rate  for  the  third  quarter
     (rounded)?

         49%. This reflects the fact that most of the asset impairment charges
         reported within the Equity Method Investment Loss, as well as most of
         the increase to legal reserves in connection with previously reported
         SEC matters, are not deductible for taxes purposes.


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

         Gross Margin = Gross Profit* divided by Net Sales
         Gross Margin = $766/$3,570 = 21.5%

         Operating Margin = Segment Operating Profit** divided by Net Sales
         Operating Margin = $396/$3,570 = 11.1%

         * Gross Profit = Net Sales minus Costs of Goods Sold
           ($3,570 -$2,804 = $766)

         **See third-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 = $314/$3,570 = 8.8%.


16.  What are projected Capital Expenditures for fiscal 2005?

         Approximately $450-$475 million, reflecting increased investment to
         update strategic information systems for the future.


17.  What is the expected Net Interest Expense for fiscal 2005?

         Approximately $300 million


18.  What major items  impacting  comparability  are included in the preliminary
     diluted EPS of $0.31 for the third quarter?

         $0.22 per share of income from a gain on sale of securities
         $0.13 per share of expense related to a revised estimate of values for
         joint venture assets
         $0.04 per share of litigation expense
         $0.04 per share of expense related to impairment charges and fire
         damage and classified in Foodservice Products segment
         $0.03 per share of expense related to early retirement of debt
         $0.02 per share of benefit related to favorable legal settlements
         $0.02 per share of expense related to impairment charges and classified
         in Food Ingredients segment
         $0.01 per share of expense related to impairment charges and classified
         in Retail Products segment


19.  When will restated  historical  financial  results,  comparative  financial
     information,   fiscal   2005   year-to-date   earnings,   the  fiscal  2005
     third-quarter  balance sheet, and the fiscal 2005  third-quarter  cash flow
     statement be available?

         The restated financial statements will be filed as soon as possible.


20.  In which quarter of fiscal 2004 did the company have a 14-week quarter?

         The fourth quarter of fiscal 2004 was a 14-week quarter.



Note on Forward-Looking Statements:

This document 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 document,
which speak only as of the date made.