UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                 August 9, 2005
                Date of report (Date of earliest event reported)

                               ConAgra Foods, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

               1-7275                            47-0248710
        (Commission File Number)       (IRS Employer Identification No.)

            One ConAgra Drive
            Omaha, NE                                  68102
        (Address of Principal Executive Offices)     (Zip Code)

                                 (402) 595-4000
                         (Registrant's Telephone Number,
                              Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))





Item 8.01.  Other Events.

     On August 9, 2005,  ConAgra Foods sold its remaining  15,443,054  shares of
Pilgrim's  Pride  common  stock to Pilgrim's  Pride.  The purchase  agreement is
attached hereto as Exhibit 99.1 and  incorporated  herein by reference.  A press
release  announcing the sale is attached hereto as Exhibit 99.2 and incorporated
herein by reference.

Item 9.01.  Financial Statements and Exhibits.

     Exhibit 99.1  Purchase  and  Amendment  Agreement  dated  August  3,  2005,
                   incorporated  herein by  reference  to Exhibit  1.1 of
                   ConAgra  Foods' Schedule 13D (Amendment No. 2)
                   dated August 3, 2005.

     Exhibit 99.2  Press release dated August 4, 2005.







                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                     CONAGRA FOODS, INC.


Date:  August 9, 2005                By:     /s/ Frank S. Sklarsky

                                        Name:   Frank S. Sklarsky
                                        Title:  Executive Vice President and
                                                Chief Financial Officer






                                  EXHIBIT INDEX


Exhibit           Description                                          Page No.


Exhibit 99.1     Purchase and Amendment Agreement dated
                 August 3, 2005, incorporated herein by reference
                 to Exhibit 1.1 of ConAgra Foods' Schedule 13D
                 (Amendment No. 2) dated August 3, 2005

Exhibit 99.2     Press release dated August 4, 2005......................