FOR IMMEDIATE RELEASE

CONAGRA FOODS REPORTS FOURTH-QUARTER RESULTS;  FOCUSES ON EFFICIENCY INITIATIVES
FOR FISCAL 2006

FOURTH-QUARTER FISCAL 2005 OVERVIEW:

o    Fourth-quarter fiscal 2005 diluted EPS was $0.20.

     >>   The  $0.20   includes   $0.06  of   expense   from   items   impacting
          comparability,  primarily  severance  expense  related to a previously
          announced headcount reduction program.

o    Fourth-quarter  fiscal  2005 sales were $3.7  billion,  down 4% versus last
     year due to the estimated impact of an additional week in the same period a
     year ago. Excluding the benefit of an extra week last year, sales increased
     4% in the fourth quarter.

o    While several operations posted solid  year-over-year  profit growth,  weak
     results from the packaged meats operations  negatively impacted performance
     for the Retail Products and Foodservice Products segments.

o    The company is focused on efficiency  initiatives in three specific  areas:
     1) SKU  reduction,  2)  headcount  and general and  administrative  expense
     reduction,  and 3) improvement in  manufacturing  capacity  utilization and
     plant  productivity.  All of these  programs  are geared to improve  profit
     margins.

Note: Year-Over-Year Comparability:

Several items impact year-over-year  comparisons of sales, operating profit, and
EPS, including the estimated benefit of an additional week in the fourth quarter
of fiscal 2004 and the full fiscal year 2004,  expenses related to the headcount
reduction  in  the  fourth  quarter  of  fiscal  2005,   costs  associated  with
implementing  efficiency  initiatives  in fiscal 2004 and fiscal  2005,  and the
impact of prior year  contribution  from  operations the company no longer owns,
and other  items.  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 toward the end of this release.

OMAHA,  Neb.,  June 30, 2005 -- ConAgra  Foods Inc.  (NYSE:  CAG),  one of North
America's leading packaged food companies, today reported results for the fiscal
2005 fourth quarter ended May 29, 2005. Sales for the quarter were $3.7 billion,
down 4% versus last year; on a comparable basis, current quarter sales increased
4% after  adjusting  for the estimated  benefit from an  additional  week in the
fourth quarter of fiscal 2004.  Fourth-quarter  diluted EPS was $0.20, primarily
reflecting  lower  packaged meats profits this year than last; EPS was $0.32 for
the same period last year.  Several items affecting  comparability  are detailed
toward the end of this release.

Fiscal  2005 sales  were $14.6  billion,  3% above  last  year's  sales of $14.1
billion. Diluted EPS was $1.23 this year and $1.53 in fiscal 2004. Several items
affecting year-over-year  comparability are detailed in tables toward the end of
this  release.  In  addition,  year-to-date  and  historical  results  have been
adjusted  to reflect  recent  reclassification  of  businesses  as  discontinued
operations.

Bruce Rohde, chairman and chief executive officer,  commented,  "Fiscal 2005 was
characterized  by a solid first half  followed by a weak second  half.  It was a
year of mixed results that  identified  many things we can and should do better.
While there were many achievements - brand growth,  milestones achieved with R&D
and enterprise  systems,  important team additions,  and strong results for Food
Ingredients - they were  overshadowed  by some  significant  shortcomings,  most
notably in basic execution within our packaged meats operations."

He continued,  "We furthered  many  important  programs this year as part of our
multi-year marketing,  operating,  and business process improvement initiatives.
In  addition,  our strong cash  resources  allowed us to reduce $1.2  billion of
debt,  pay $550  million in  dividends,  invest $450  million in capital for the
future  and  repurchase  more  than  $180  million  of our  stock."

Operational Improvement and Efficiency Initiatives

As part of multi-year  efficiency  initiatives  that impact several major areas,
the  company  is  engaged  in  SKU  reduction,   manufacturing  utilization  and
productivity  improvement,  as well as general  and  administrative  expense and
headcount reduction.

SKU  Reduction:  The  company's  SKU  reduction  program is  intended  to remove
relatively low-margin and low-volume products, in order to increase the focus on
higher-margin and higher-volume products. As of fiscal year-end, the company has
removed several  thousand  low-volume SKUs and is continuing to reduce SKUs at a
low  double-digit  percentage pace annually over the next two fiscal years.  SKU
reductions  remove  complexity  and cost from the supply  chain,  which  benefit
margins.

General and Administrative  Expense and Headcount  Reduction:  During the fourth
quarter,  the  company  announced  plans to reduce  general  and  administrative
expense as well as salaried headcount. As of fiscal year-end, the company was in
the  process  of   eliminating   several   hundred   salaried  jobs  across  the
organization;  these headcount reductions will be largely complete by the end of
the first quarter of fiscal 2006, which ends August 2005. The company recognized
$0.05 per diluted share of severance  expense during the fourth quarter and does
not anticipate significant additional severance expense. Once completed, savings
from the headcount and general and  administrative  cost reductions are expected
to benefit the company's anticipated cost structure by more than $100 million on
an annualized basis.

Manufacturing Capacity Utilization and Productivity Improvement:  The company is
aggressively  pursuing  opportunities to manufacture  products more efficiently,
which will most likely mean better  utilization  from fewer plants in the future
as well as lower  production  costs by  implementing  best practices  across the
manufacturing  network.  The  company  has more than 150  manufacturing  plants,
approximately  100 of which are in the Retail Products and Foodservice  Products
segments,   and  is  in  the  process  of  developing  a   manufacturing   plant
rationalization  program  that  will  be  implemented  during  fiscal  2006  and
continuing  over the following two fiscal years.  This initiative is intended to
significantly  improve  capacity  utilization  and  thereby  improve  gross  and
operating margins.

Details on the rationalization  program will be communicated once specific plans
are developed and finalized.  The manufacturing  rationalization program will be
led by  Jim  Hardy,  senior  vice  president,  Enterprise  Manufacturing.  Hardy
recently  joined  ConAgra Foods to lead the company's  manufacturing  efficiency
initiatives.

Segment Operating Challenges during the Fourth Quarter

While several key operations within Retail Products,  Foodservice Products,  and
Food  Ingredients  increased  quarterly  profits,  overall  company results were
significantly  impacted  by  weak  packaged  meats  results  in the  retail  and
foodservice channels.

The company's  packaged  meats  operations  have posted weak results for several
quarters in a row, largely due to increased input costs coupled with ineffective
pricing actions that did not recover the increased  costs.  The company expected
aggressive  pricing actions  scheduled  during the second half of fiscal 2005 to
improve  profits;  the  pricing  actions  were  not  executed  effectively.  The
year-over-year  operating  profit shortfall in the packaged meats operations for
retail and  foodservice,  in aggregate,  was  approximately  $50 million for the
fourth quarter and  approximately  $150 million for the fiscal year. The company
recently made several  changes within the packaged meats  operations,  including
changes to strengthen  leadership,  and expects those changes, along with better
pricing management,  aggressive cost-savings initiatives,  and SKU reduction, to
improve the packaged meats operations over time.

              Retail Products Segment (60% of company annual sales)

During the quarter,  sales for the Retail  Products  segment were $2.1  billion,
down 6% compared  with the same period last year. On a comparable  basis,  sales
were up 1% after taking into account the estimated benefit from the inclusion of
an additional week in the fourth quarter of fiscal 2004.  Volume increased 2% on
a comparable basis.

Several brands posted strong sales  performance as a result of ongoing sales and
marketing  initiatives intended to strengthen brand equity,  expand distribution
of the company's most promising products, successfully develop new products, and
improve returns on marketing investments:

o    Sales  for  the  company's  top  30  brands  as a  group,  which  represent
     approximately  80% of total segment  sales,  grew 2% on a comparable  basis
     during the quarter.

     >>   Brands  posting  sales gains on a comparable  basis  include:  ACT II,
          Banquet, Blue Bonnet, Chef Boyardee,  Cook's, Eckrich, Healthy Choice,
          Hunt's, Kid Cuisine, Marie Callender's,  PAM, Parkay, Reddi-wip, Snack
          Pack,  and  Swiss  Miss.  Many of these  brands  have  posted  several
          successive quarters of solid sales growth.

     >>   Several  large  packaged  meats  brands  posted  sales  declines  on a
          comparable basis, including, Armour, Butterball, and Hebrew National.

Primarily due to weakness in packaged meats  operations,  which  represent about
25% of the segment revenues, the Retail Products segment operating profit during
the quarter was $243  million;  this is below the $319 million  reported for the
same quarter last year. On a comparable  basis,  operating  profit was 12% below
last year after considering the estimated benefit from an additional week in the
fourth quarter of fiscal 2004,  expenses  related to the headcount  reduction in
the fourth  quarter  of fiscal  2005,  and costs  associated  with  implementing
efficiency initiatives in fiscal 2004. Other than packaged meats operations, all
other  operations  posted profit growth;  improved  results for these operations
reflect an improved mix and cost savings.

o    The company estimates that the year-over-year operating profit shortfall in
     the packaged meats operations was  approximately $35 million for the retail
     operations in the fourth quarter.

o    The company is very focused on improving the packaged  meats  operations by
     strengthening  leadership,  aggressive pricing management,  substantial SKU
     reduction,  and  cost-saving  initiatives.  The company  has many  favorite
     packaged  meat  brands,  including  Armour,  Brown  'N  Serve,  Butterball,
     Eckrich,  Healthy Choice, and Hebrew National, and expects this business to
     progress to more normal levels of profitability.

Over the long term, the company is focused on solid  top-line  growth and profit
margin  expansion  through brand building,  operating  efficiency,  and business
process initiatives.

           Foodservice Products Segment (22% of company annual sales)

Sales for the  Foodservice  Products  segment  were $819  million for the fourth
quarter,  7% below the same period last year.  Segment  operating profit was $56
million in the fourth quarter,  down from $93 million in the year-ago period. On
a comparable  basis,  sales were flat  compared  with last year,  and  operating
profit was 40% lower than last year after considering the estimated benefit from
an additional week in the fourth quarter of fiscal 2004, expenses related to the
headcount  reduction in the fourth quarter of fiscal 2005, costs associated with
implementing efficiency initiatives in fiscal 2004, and the impact of prior year
contribution from operations the company no longer owns.

The fourth-quarter segment operating performance showed mixed results;  positive
results in  specialty  potatoes  were more than  offset by  negative  results in
culinary and to a much lesser extent in seafood. Sales and profits for specialty
potato  products  increased  due to strong  volumes,  but sales and  profits for
culinary  products were down  significantly,  reflecting  weak results from most
operations,  especially  packaged  meats;  lower packaged meats profits  largely
resulted from higher input costs and manufacturing  inefficiencies.  The company
estimates that the  year-over-year  operating profit shortfall in packaged meats
was  approximately  $15 million  for the  foodservice  operations  in the fourth
quarter.  Due to tariff-related  market dynamics,  sales and profits for seafood
products were below year-ago levels.

Over the long term, the same  initiatives  that should  favorably  influence the
Retail  Products  segment should also improve the top line and profit margins of
the Foodservice Product segment.

             Food Ingredients Segment (18% of company annual sales)

During the quarter, sales for the Food Ingredients segment were $795 million, an
increase of 9% compared  with the fourth  quarter last year.  Segment  operating
profit was $64  million,  an increase of 6% over the year-ago  period;  this was
driven by growth in the trading and  merchandising  operations.  On a comparable
basis,  segment sales increased 18% compared with last year and operating profit
increased 26% after considering the estimated benefit from an additional week in
the fourth quarter of fiscal 2004,  expenses related to the headcount  reduction
in the fourth quarter of fiscal 2005,  and costs  associated  with  implementing
efficiency initiatives in fiscal 2004.

Difficult cost  environment and competitive  conditions  continued to negatively
impact the performance of dehydrated  onion,  garlic,  capsicums,  and vegetable
based food ingredients.

Fourth-quarter  operating profit includes $49 million of profit from trading and
merchandising  inputs,  such as  energy,  grains,  fertilizer,  and other  input
commodities,  which  benefited from favorable  market  opportunities.  Operating
profits for the trading and  merchandising  operations grew at a solid rate, but
slower than in recent quarters because those operations are experiencing tougher
comparisons.

The Food Ingredients  segment will most likely post lower profits in fiscal 2006
than in fiscal 2005 due to the unusually  strong fiscal 2005  performance of the
trading and merchandising operations.  The company believes the Food Ingredients
segment's most promising  opportunities  over the long term will result from its
strategy to expand value-added product platforms in several customer channels.

Equity Method Investments and Assets Related to Swift Foods

o    Equity method investment  earnings for the fourth quarter were $10 million.
     For the same quarter last year, equity method investment  earnings were $14
     million.  Prior year  results  include  approximately  $4 million  from the
     company's subsequently divested beef joint venture.

o    During the quarter,  the company  received $70 million as it completed  the
     liquidation  of the  cattle-feeding  assets it received in connection  with
     financing it provided Swift Foods. Those cattle-feeding  assets, as well as
     the gain  resulting  from  liquidating  such  assets,  were  classified  as
     discontinued operations.

o    During the  quarter,  the company  recognized  a pretax  impairment  of $39
     million  related to a debt security it owns in Swift Foods.  This reduction
     in value was recognized as a direct reduction in stockholders'  equity, and
     did not impact EPS, as the  reduction  in value was  considered a temporary
     decline  in the  value of an  available-for-sale  security.  The  company's
     investment is classified in Other Assets.

Other Capital Resource Matters and Corporate Expense

o    For the fourth quarter,  corporate  expense was $131 million  compared with
     $100  million  for the same  period a year ago,  primarily  reflecting  the
     impact of the severance costs as well as increased self-insurance costs.

o    For the fiscal year,  corporate expense was $402 million compared with $352
     million for last year, again reflecting headcount reduction costs and costs
     to implement strategic information systems.

o    For the quarter,  capital  expenditures for property,  plant, and equipment
     totaled $102 million compared with $109 million last year. Depreciation and
     amortization  expense was  approximately $90 million for the quarter versus
     $90 million a year ago.  Dividends  paid totaled  $141 million  versus $137
     million  last year.  Net  interest  expense for the quarter was $68 million
     compared with $79 million last year.

o    For  the  fiscal  year,  capital  expenditures  for  property,  plant,  and
     equipment  totaled $453 million  compared with $349 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  $351  million for the year versus
     $345 million a year ago.  Dividends  paid totaled $550 million  versus $537
     million  last year.  Net  interest  expense  for the year was $295  million
     compared with $275 million last year.

Succession Plan

Recently the company announced that, at the request of Bruce Rohde, chairman and
chief executive  officer,  the board of directors  commenced a formal search for
Mr.  Rohde's  successor.  The search  committee  is led by ConAgra  Foods  Board
member, Steven F. Goldstone, retired chairman and chief executive officer of RJR
Nabisco,  and is utilizing  the  services of Heidrick &  Struggles,  a worldwide
executive  search  firm.  Any news or updates on this matter will be issued in a
public announcement at the appropriate time.

Outlook

The company has stated in its annual report that it expects annual EPS growth at
a mid-to-high  single digit rate for most years over the long term.  The company
is planning  fiscal 2006 EPS to be higher than fiscal 2005 EPS,  excluding items
that impact comparability. The company is not offering specific EPS guidance for
fiscal 2006, as 2006 EPS will depend on external factors,  along with successful
execution of numerous internal initiatives.

Regarding fiscal 2006, the company offers the following:

o    For fiscal 2006, the single biggest  profit  improvement  opportunity is in
     the retail and foodservice packaged meats operations,  as profits for those
     operations were very low in fiscal 2005. The company notes that the current
     profit-enhancing  initiatives  within  these  operations  may not result in
     improved  year-over-year  packaged  meats  profits  until  after  the first
     quarter of fiscal  2006;  this is due to the gradual  nature of the pricing
     and trade  promotion  initiatives  under  way.  Consequently,  the  company
     expects  earnings  from its packaged  meats  operations  to be lower in the
     first quarter this year than last year.  Fiscal 2005 operating profits from
     its  packaged  meats  operations  experienced  approximately  $150  million
     shortfall  versus  prior  year;  the  company  may not  recover all of that
     shortfall in fiscal 2006.

o    The company  also notes that  profits  for its  trading  and  merchandising
     operations  within its Food Ingredients  segment were very strong in fiscal
     2005 due to favorable market  opportunities.  Those operations  contributed
     approximately  $186  million,  or 71%  of the  segment's  $263  million  in
     operating  profit for fiscal  2005.  The  company  notes that  fiscal  2005
     operating  profits  for trading and  merchandising  operations  were almost
     twice the amount earned in fiscal 2004.

o    Overall,  the company expects EPS in the first quarter of fiscal 2006 to be
     less than the first quarter in fiscal 2005;  any EPS growth for fiscal 2006
     is expected to be more likely in the second half of the year.

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 Fourth-Quarter Fiscal 2005 EPS Comparability

Included  in  diluted  EPS of $0.20 for the fourth  quarter of fiscal  2005 (EPS
amounts after tax):

o    Expense of $0.05 per diluted  share  related to severance  costs  resulting
     from the recently announced headcount reduction program.  Total expense was
     $43  million,  $32  million of which were  recorded  in the  results of the
     business  segments,  and $11 million of which were  recorded  in  corporate
     expense.

o    Expense  of $0.01 per  diluted  share,  related  to a change  in  estimated
     effective state income tax rates.

Included  in the $0.32  diluted  EPS for the fourth  quarter of fiscal 2004 (EPS
amounts after tax):

o    Expense of  approximately  $0.03 per diluted share related to  implementing
     cost-saving initiatives.

o    Income of $0.02 per diluted share from discontinued operations.

o    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.

o    Expense  of $0.05 per  diluted  share  related  to a higher  than  expected
     effective tax rate.

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

o    Charge of $0.05 per diluted share for the establishment of a legal reserve,
     classified as corporate expense.





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 2005        Q4 2004         % Change                  Fiscal 2005    Fiscal 2004     % Change
                      -------        -------         --------                  -----------    -----------     --------
                       Sales          Sales                                       Sales          Sales
- ------------------ -------------- --------------- --------------- ---------- ---------------- ------------ ---------------
As reported          $2,092.7        $2,230.2         (6.2%)                    $8,669.1       $8,434.1         2.8%
- ------------------ -------------- --------------- --------------- ---------- ---------------- ------------ ---------------
Estimated
impact  of extra        --           ($164.6)                                      --          ($164.6)
week in FY2004 *
- ------------------ -------------- --------------- --------------- ---------- ---------------- ------------ ---------------
Comparable           $2,092.7        $2,065.6          1.3%                     $8,669.1       $8,269.5         4.8%
amounts
- ------------------ -------------- --------------- --------------- ---------- ---------------- ------------ ---------------


 Retail Products      Q4 2005         Q4 2004        % Change                  Fiscal 2005    Fiscal 2004     % Change
                      -------         -------        --------                  -----------    -----------     --------
                     Operating      Operating                                  Operating      Operating
                       Profit         Profit                                     Profit         Profit
- ------------------ --------------- -------------- --------------- ---------- ---------------- ------------ ---------------
As reported            $243.4         $319.4         (23.8%)                    $1,129.3       $1,218.0        (7.3%)
- ------------------ --------------- -------------- --------------- ---------- ---------------- ------------ ---------------
Estimated impact
of extra week in         --           ($27.6)                                      --           ($27.6)
FY2004 *
- ------------------ --------------- -------------- --------------- ---------- ---------------- ------------ ---------------
Costs related to
implementing
efficiency               --            $10.2                                      $14.6          $25.4
initiatives
- ------------------ --------------- -------------- --------------- ---------- ---------------- ------------ ---------------
Impairment
charge                   --             --                                        $10.0           --
- ------------------ --------------- -------------- --------------- ---------- ---------------- ------------ ---------------
Headcount              $23.7            --                                        $23.7           --
reduction
- ------------------ --------------- -------------- --------------- ---------- ---------------- ------------ ---------------
Favorable
litigation
settlement               --             --                                       ($17.0)          --

Comparable             $267.1         $302.0         (11.6%)                    $1,160.6       $1,215.8        (4.5%)
amounts
- ------------------ --------------- -------------- --------------- ---------- ---------------- ------------ ---------------

* The company  estimated  the impact of the extra week of  operations  in fiscal
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 2005        Q4 2004         % Change                   Fiscal 2005    Fiscal 2004        % Change
                      -------        -------         --------                   -----------    ------------       --------
    Products           Sales          Sales                                        Sales          Sales
- ------------------ -------------- -------------- ----------------- ----------- --------------- ----------- --------------
As reported           $818.8         $882.4           (7.2%)                      $3,227.3      $3,274.1      (1.4%)
- ------------------ -------------- -------------- ----------------- ----------- --------------- ----------- --------------
Estimated impact
of extra week in        --           ($61.2)                                         --         ($61.2)
FY2004 *
- ------------------ -------------- -------------- ----------------- ----------- --------------- ----------- --------------
Impact on FY2004
from operations
the company no          --             --                                            --         ($27.6)
longer owns
- ------------------ -------------- -------------- ----------------- ----------- --------------- ----------- --------------
Comparable            $818.8         $821.2           (0.3%)                      $3,227.3      $3,185.3       1.3%
amounts
- ------------------ -------------- -------------- ----------------- ----------- --------------- ----------- --------------


   Foodservice        Q4 2005         Q4 2004        % Change                   Fiscal 2005    Fiscal 2004       % Change
                      -------         -------        --------                   -----------    -----------       --------
    Products         Operating      Operating                                    Operating     Operating
                       Profit         Profit                                       Profit        Profit
- ------------------ --------------- -------------- ---------------- ----------- --------------- ----------- --------------
As reported            $55.8           $93.4          (40.3%)                      $277.1        $324.6       (14.6%)
- ------------------ --------------- -------------- ---------------- ----------- --------------- ----------- --------------
Estimated impact
of extra week in         --           ($6.5)                                         --          ($6.5)
FY2004 *
- ------------------ --------------- -------------- ---------------- ----------- --------------- ----------- --------------
Costs related to
implementing
efficiency
initiatives and          --            $13.3                                       $15.7         $28.9
impact of fire
damage
- ------------------ --------------- -------------- ---------------- ----------- --------------- ----------- --------------
Headcount               $4.0            --                                          $4.0           --
reduction
- ------------------ --------------- -------------- ---------------- ----------- --------------- ----------- --------------
Impact on fiscal
2004 from
operations the           --           ($0.2)                                         --          ($2.9)
company no
longer owns
- ------------------ --------------- -------------- ---------------- ----------- --------------- ----------- --------------
Comparable             $59.8          $100.0          (40.2%)                      $296.8        $344.1       (13.7%)
amounts
- ------------------ --------------- -------------- ---------------- ----------- --------------- ----------- --------------

* The company  estimated  the impact of the extra week of  operations  in fiscal
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 2005        Q4 2004        % Change                    Fiscal 2005    Fiscal 2004       % Change
                      -------        -------        --------                    -----------    -----------       --------
                       Sales          Sales                                        Sales         Sales
                       -----          -----                                        -----         -----
- ------------------ -------------- -------------- --------------- ------------- --------------- ----------- --------------
As reported           $794.9         $730.5           8.8%                        $2,670.5      $2,373.6       12.5%
- ------------------ -------------- -------------- --------------- ------------- --------------- ----------- --------------
Estimated impact
of extra week in        --           ($54.9)                                         --         ($54.9)
FY2004 *
- ------------------ -------------- -------------- --------------- ------------- --------------- ----------- --------------
Comparable            $794.9         $675.6          17.7%                        $2,670.5      $2,318.7       15.2%
amounts
- ------------------ -------------- -------------- --------------- ------------- --------------- ----------- --------------


Food Ingredients      Q4 2005        Q4 2004        % Change                    Fiscal 2005    Fiscal 2004       % Change
                      -------        -------        --------                    -----------    -----------       --------
                      Operating      Operating                                    Operating     Operating
                       Profit         Profit                                       Profit        Profit
- ------------------ --------------- ------------- --------------- ------------- --------------- ----------- --------------
As reported            $64.0          $60.4           6.0%                         $263.1        $196.6        33.8%
- ------------------ --------------- ------------- --------------- ------------- --------------- ----------- --------------
Estimated impact
of extra week in         --           ($6.7)                                         --          ($6.7)
FY2004 *
- ------------------ --------------- ------------- --------------- ------------- --------------- ----------- --------------
Costs related to
implementing
efficiency               --            $0.3                                         $0.8          $7.6
initiatives
- ------------------ --------------- ------------- --------------- ------------- --------------- ----------- --------------
Impairment
charge                   --             --                                          $15.0          --
- ------------------ --------------- ------------- --------------- ------------- --------------- ----------- --------------
Headcount               $3.8            --                                          $3.8           --
reduction
- ------------------ --------------- ------------- --------------- ------------- --------------- ----------- --------------
Comparable             $67.8          $54.0          25.6%                         $282.7        $197.5        43.1%
amounts
- ------------------ --------------- ------------- --------------- ------------- --------------- ----------- --------------

* The company  estimated  the impact of the extra week of  operations  in fiscal
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 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 2005      Q4 2004       % Change                Fiscal 2005      Fiscal 2004      % Change
                        -------      -------       --------                -----------      ------------     --------
        Sales            Sales        Sales                                   Sales            Sales
                         -----        -----                                   -----            -----
- ----------------------- --------- -------------- -------------- -------- ----------------- --------------- --------------
As reported             $3,706.4    $3,843.1        (3.6%)                  $14,566.9        $14,081.8         3.4%
- ----------------------- --------- -------------- -------------- -------- ----------------- --------------- --------------
Estimated impact of
extra week in              --       ($280.7)                                    --            ($280.7)
FY2004 *
- ----------------------- --------- -------------- -------------- -------- ----------------- --------------- --------------
Impact on FY2004 from
operations the             --          --                                       --            ($27.6)
company no longer owns
- ----------------------- --------- -------------- -------------- -------- ----------------- --------------- --------------
Comparable amounts      $3,706.4    $3,562.4         4.0%                   $14,566.9        $13,773.5         5.8%
- ----------------------- --------- -------------- -------------- -------- ----------------- --------------- --------------


    ConAgra Foods        Q4 2005      Q4 2004       % Change               Fiscal 2005      Fiscal 2004      % Change
                         -------      -------       --------               -----------      ------------     --------
 Operating Profit ***   Operating    Operating                           Operating Profit    Operating
                        ----------   ----------                          ----------------    ---------
                          Profit       Profit                                                  Profit
- ----------------------- ----------- ------------- ------------- -------- ----------------- --------------- --------------
As reported               $363.2       $473.2       (23.2%)                  $1,669.5         $1,739.2        (4.0%)
- ----------------------- ----------- ------------- ------------- -------- ----------------- --------------- --------------
Estimated impact of
extra week in               --        ($40.8)                                   --            ($40.8)
FY2004 *
- ----------------------- ----------- ------------- ------------- -------- ----------------- --------------- --------------
Costs related to
implementing
efficiency                  --         $23.8                                  $31.1            $61.9
initiatives and
impact of fire damage
- ----------------------- ----------- ------------- ------------- -------- ----------------- --------------- --------------
Impairment
charges                     --           --                                   $25.0              --
- ----------------------- ----------- ------------- ------------- -------- ----------------- --------------- --------------
Headcount reduction      $31.5**         --                                  $31.5**             --
- ----------------------- ----------- ------------- ------------- -------- ----------------- --------------- --------------
Favorable litigation
settlement                  --           --                                  ($17.0)             --

Impact on FY2004 from
operations the              --         ($0.2)                                   --             ($2.9)
company no longer owns
- ----------------------- ----------- ------------- ------------- -------- ----------------- --------------- --------------
Comparable amounts        $394.7       $456.0       (13.4%)                  $1,740.1         $1,757.4        (1.0%)
- ----------------------- ----------- ------------- ------------- -------- ----------------- --------------- --------------

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

**  Additional  expense of $11.2  million  was  recorded as  corporate  expense,
resulting in a total of $43 million of severance costs.

*** A  reconciliation  of total  operating  profit  to  income  from  continuing
operations before income tax, equity method  investment  earnings 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

ConAgra  Foods  will  host a  conference  call  at  9:00  a.m.  EDT  to  discuss
fourth-quarter results. Following the company's remarks, the call will include a
question-and-answer   session  with  the  investment  community.   Domestic  and
international  participants  may access the conference call toll-free by dialing
1-877-447-8217 and 1-706-679-0415, respectively. No confirmation or pass code is
needed.  This  conference  call also can be  accessed  live on the  Internet  at
www.conagrafoods.com/investors.  A rebroadcast  of the  conference  call will be
available after 2:00 p.m. EDT. To access the digital  replay,  a conference I.D.
number will be required.  Domestic  participants  should dial 1-800-642-1687 and
international  participants should dial 1-706-645-9291 and enter conference I.D.
6555739.  A rebroadcast  also will be available on the company's Web site, where
it will be archived for two weeks.

In addition, the company has posted a question-and-answer supplement relating to
this release at  www.conagrafoods.com/investors.  To view recent  company  news,
please visit www.conagrafoods.com/media.

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

                                                                                    FOURTH QUARTER
                                                             -------------------------------------------------------------
                                                                                               
                                                                  13 Weeks
                                                                    Ended           14 Weeks Ended
                                                             --------------------  ------------------   ------------------
                                                                May 29, 2005         May 30, 2004        Percent Change
                                                             --------------------  ------------------   ------------------
SALES

Retail Products                                                 $    2,092.7          $    2,230.2             (6.2)%
Foodservice Products                                                   818.8                 882.4             (7.2)%
Food Ingredients                                                       794.9                 730.5              8.8%
                                                             --------------------  ------------------
    Total                                                            3,706.4               3,843.1             (3.6)%
                                                             --------------------  ------------------

OPERATING PROFIT
Retail Products                                                 $      243.4         $       319.4            (23.8)%
Foodservice Products                                                    55.8                  93.4            (40.3)%

Food Ingredients                                                        64.0                  60.4              6.0%
                                                             --------------------  ------------------
    Total operating profit for segments                                363.2                 473.2            (23.2)%

Reconciliation of total operating profit to income
from continuing operations before income taxes
and equity method investment earnings
Items excluded from segment operating profit:
     General corporate expense                                        (130.8)                (99.8)            31.1%

     Interest expense, net                                             (67.7)                (79.4)           (14.7)%
                                                             --------------------  ------------------
Income from continuing operations before income taxes and
equity method investment earnings                              $       164.7         $       294.0            (44.0)%
                                                             ====================  ==================



Segment  operating  profit excludes  general  corporate  expense,  equity method
investment  earnings and net interest expense.  Management believes such amounts
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
                                                             -------------------------------------------------------------
                                                                                               
                                                                  52 Weeks
                                                                    Ended           53 Weeks Ended
                                                             --------------------  ------------------   ------------------

                                                                May 29, 2005         May 30, 2004        Percent Change
                                                             --------------------  ------------------   ------------------
SALES

Retail Products                                                 $    8,669.1          $    8,434.1              2.8%
Foodservice Products                                                 3,227.3               3,274.1             (1.4)%
Food Ingredients                                                     2,670.5               2,373.6             12.5%
                                                             --------------------  ------------------
    Total                                                           14,566.9              14,081.8              3.4%
                                                             --------------------  ------------------

OPERATING PROFIT
Retail Products                                                 $    1,129.3          $    1,218.0             (7.3)%
Foodservice Products                                                   277.1                 324.6            (14.6)%
Food Ingredients                                                       263.1                 196.6             33.8%
                                                             --------------------  ------------------
   Total operating profit for segments                               1,669.5               1,739.2             (4.0)%

Reconciliation of total operating profit to income
from continuing operations before income taxes,
equity method investment earnings (loss) and
cumulative effect of changes in accounting
Items excluded from segment operating profit:
     Gain on sale of Pilgrim's Pride Corporation common
       stock                                                          185.7                   -              100.0%
     General corporate expense                                       (402.2)               (351.9)            14.3%
     Interest expense, net                                           (295.0)               (274.9)             7.3%
                                                             --------------------  ------------------
Income from continuing operations before income
taxes, equity method investment earnings (loss) and
cumulative effect of changes in accounting                       $  1,158.0          $    1,112.4              4.1%
                                                             ====================  ==================



Segment  operating profit excludes general  corporate  expense,  gain on sale of
Pilgrim's Pride  Corporation  common stock,  equity method  investment  earnings
(loss) and net  interest  expense.  Management  believes  such  amounts  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
                                                              ---------------------------------------------------------------
                                                                                                 
                                                                13 Weeks Ended        14 Weeks Ended
                                                              -------------------   -------------------   -------------------
                                                                 May 29, 2005          May 30, 2004            Percent
                                                                                                                Change
                                                              -------------------   -------------------   -------------------
Net sales                                                         $   3,706.4           $   3,843.1             (3.6)%
Costs and expenses:
  Cost of goods sold                                                  2,960.5               3,020.0             (2.0)%
  Selling, general and administrative expenses                          513.5                 449.7             14.2%
  Interest expense, net                                                  67.7                  79.4            (14.7)%
                                                              -------------------   -------------------
Income from continuing operations before income taxes and               164.7                 294.0            (44.0)%
equity method investment earnings
Income tax expense                                                       71.9                 151.5            (52.5)%
Equity method investment earnings                                         9.9                  14.1            (29.8)%
                                                              -------------------   -------------------
Income from continuing operations                                       102.7                 156.6            (34.4)%

Income (loss) from discontinued operations, net of tax                   (0.8)                 12.7                -
                                                              -------------------   -------------------

Net income                                                        $     101.9          $      169.3            (39.8)%
                                                              ===================   ===================

Earnings per share - basic

Income from continuing operations                                 $      0.20          $       0.30            (33.3)%
Income from discontinued operations                                        -                   0.02           (100.0)%
                                                              -------------------   -------------------

Net income                                                        $      0.20          $       0.32            (37.5)%
                                                              ===================   ===================

Weighted average shares outstanding                                    517.3                 522.4              (1.0)%
                                                              ===================   ===================

Earnings per share - diluted

Income from continuing operations                                 $    0.20            $      0.30             (33.3)%
Income from discontinued operations                                       -                   0.02            (100.0)%
                                                              -------------------   -------------------
Net income                                                        $    0.20            $      0.32             (37.5)%
                                                              ===================   ===================

Weighted average share and share equivalents
    outstanding                                                       521.0                 527.1               (1.2)%
                                                              ===================   ===================



ConAgra Foods, Inc.

Consolidated Statements of Earnings
In millions, except per share amounts

                                                                                       YEAR-TO-DATE
                                                              ---------------------------------------------------------------
                                                                                                 
                                                                52 Weeks Ended        53 Weeks Ended
                                                              -------------------   -------------------   -------------------
                                                                 May 29, 2005          May 30, 2004            Percent
                                                                                                                Change
                                                              -------------------   -------------------   -------------------
Net sales                                                         $   14,566.9          $  14,081.8                3.4%
Costs and expenses:
  Cost of goods sold                                                  11,464.9             10,876.1                5.4%
  Selling, general and administrative expenses                         1,834.7              1,818.4                0.9%
  Interest expense, net                                                  295.0                274.9                7.3%
  Gain on sale of Pilgrim's Pride Corporation common stock               185.7                  -                100.0%
                                                              -------------------   -------------------

Income from continuing operations before income taxes,                 1,158.0              1,112.4                4.1%
   equity method investment earnings (loss) and
   cumulative effect of change in accounting

Income tax expense                                                       470.0                428.8                9.6%
Equity method investment earnings (loss)                                 (24.9)                43.5                  -
                                                              -------------------   -------------------
Income from continuing operations before
cumulative effect of changes in accounting                               663.1                727.1               (8.8)%


Income (loss) from discontinued operations, net of tax                  (21.6)                97.3                  -


Cumulative effect of changes in accounting                               -                   (13.1)                100.0%
                                                              -------------------   -------------------

Net income                                                        $      641.5        $      811.3                 (20.9)%
                                                              ===================   ===================
Earnings per share - basic
Income from continuing operations before
    cumulative effect of changes in accounting                    $       1.28        $       1.38                  (7.2)%
Income (loss) from discontinued operations                               (0.04)               0.18                     -
Cumulative effect of changes in accounting                                  -                (0.02)                100.0%
                                                              -------------------   -------------------
Net income                                                        $       1.24        $       1.54                 (19.5)%
                                                              ===================   ===================
Weighted average shares outstanding                                     516.2                527.2                 (2.1)%
                                                              ===================   ===================
Earnings per share - diluted
Income from continuing operations before                         $       1.27         $       1.37                 (7.3)%
    cumulative effect of changes in accounting
Income (loss) from discontinued operations                              (0.04)                0.18                    -
Cumulative effect of changes in accounting                                  -                (0.02)               100.0%
                                                              -------------------   -------------------
Net income                                                       $       1.23         $      1.53                 (19.6)%
                                                              ===================   ===================
Weighted average share and share equivalents
    outstanding                                                        520.2                 530.7                 (2.0)%
                                                              ===================   ===================








ConAgra Foods, Inc.

Consolidated Balance Sheets
In millions

                                                                          May 29, 2005            May 30, 2004
                                                                      ---------------------    --------------------
                                                                                         
ASSETS
Current assets
  Cash and cash equivalents                                               $      207.6             $    608.6
  Divestiture proceeds receivable                                                -                       60.3
  Receivables, less allowance for doubtful accounts
    of  $30.7 and $26.2                                                        1,292.0                1,303.1
  Inventories                                                                  2,614.5                2,516.5

   Prepaid expenses and other current assets                                     380.2                  439.7

   Current assets of discontinued operations                                      29.4                  221.1
                                                                      ---------------------    --------------------
        Total current assets                                                   4,523.7                5,149.3

Property, plant and equipment, net                                             2,848.3                2,837.4
Goodwill                                                                       3,797.7                3,788.6
Brands, trademarks and other intangibles, net                                    819.7                  826.9
Other assets                                                                     798.4                1,559.4
Noncurrent assets of discontinued operations                                       3.9                   60.6
                                                                      ---------------------    --------------------
                                                                           $  12,791.7            $  14,222.2
                                                                      =====================    ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Notes payable                                                           $       8.5            $      30.6
  Current installments of long-term debt                                         117.3                  382.4
  Accounts payable                                                               818.4                  925.4
  Advances on sales                                                              149.6                  178.4
  Accrued payroll                                                                272.4                  272.0
   Other accrued liabilities                                                   1,012.2                1,072.9
  Current liabilities of discontinued operations                                  10.2                  142.8
                                                                      ---------------------    --------------------
        Total current liabilities                                              2,388.6                3,004.5

Senior long-term debt, excluding current installments                          3,949.1                4,878.4
Subordinated debt                                                                400.0                  402.3
Other noncurrent liabilities                                                   1,194.6                1,143.1
Common stockholders' equity                                                    4,859.4                4,793.9
                                                                      ---------------------    --------------------
                                                                           $  12,791.7             $ 14,222.2
                                                                      =====================    ====================