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


                                September 7, 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 September 7, 2005,  ConAgra  Foods  provided  Institutional  Shareholder
Services the letter attached hereto as Exhibit 99.1.


Item 9.01  Financial Statements and Exhibits

   Exhibit 99.1   Letter dated  September 7, 2005 to  Institutional  Shareholder
                  Services






                                   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.

                                                /s/ Owen C. Johnson
Date:  September 7, 2005              By:
                                         Name:   Owen C. Johnson
                                         Title:  Executive Vice President,
                                                 Organization & Administration
                                                 and Corporate Secretary