EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               CONAGRA FOODS, INC.

     CONAGRA  FOODS,  INC., a corporation  organized  and existing  under and by
virtue of the  General  Corporation  Law of the State of  Delaware,  does hereby
certify:

        FIRST: That at a meeting of the Board of Directors  of   CONAGRA  FOODS,
               INC.,  a  resolution  was duly  adopted  setting  forth  proposed
               amendments  to  the   Certificate   of   Incorporation   of  said
               corporation,  declaring  said  amendments  to  be  advisable  and
               submitting  said  amendments to a meeting of the  stockholders of
               said corporation for consideration thereof. The amendments are as
               follows:

               (1)  ARTICLE   VII,   PARAGRAPH   (a)  of  the   Certificate   of
                    Incorporation is amended to read as follows:

               "The affairs of this Corporation shall be conducted by a Board of
               Directors.  The number of directors of the Corporation,  not less
               than nine (9) nor more than  sixteen  (16),  shall be fixed  from
               time  to  time by the  By-Laws.  Until  the  annual  election  of
               directors by the  stockholders  of the  Corporation  in 2008, the
               directors of the Corporation shall be divided into three classes:
               Class I, Class II and Class III,  each such  class,  as nearly as
               possible,  to have  the same  number  of  directors.  The term of
               office of the class of directors  elected in 2003 shall expire at
               the annual  election  of  directors  by the  stockholders  of the
               Corporation in 2006, the term of office of the class of directors
               elected in 2004 shall expire at the annual  election of directors
               by the  stockholders  of the Corporation in 2007, and the term of
               office of the class of directors  elected in 2005 shall expire at
               the annual  election  of  directors  by the  stockholders  of the
               Corporation  in  2008,  or in each  case  thereafter  when  their
               respective   successors  are  elected  by  the  stockholders  and
               qualify. At each annual election of directors by the stockholders
               of the  Corporation  held after  2005,  the  directors  chosen to
               succeed  those whose terms are then  expired  shall be elected by
               the  stockholders  of the  Corporation  for a term  ending at the
               annual   election  of  directors  by  the   stockholders  of  the
               Corporation  following  the annual  election of  directors by the
               stockholders  of  the  Corporation  at  which  the  director  was
               elected,  or thereafter when their respective  successors in each
               case are elected by the stockholders and qualify. Commencing with
               the annual  election  of  directors  by the  stockholders  of the
               Corporation in 2008, the classification of the Board of Directors
               shall terminate and all directors shall be of one class."

               (2)  ARTICLE XIV of the Certificate of  Incorporation is repealed
                    in its entirety.

               (3)  ARTICLE XV of the Certificate of  Incorporation  is repealed
                    in its entirety.

               (4)  The remaining  articles of the Certificate of  Incorporation
                    are renumbered accordingly.

      SECOND:  That   thereafter,   pursuant  to  resolution  of  its  Board  of
               Directors,   an  annual  meeting  of  the  shareholders  of  said
               corporation  was duly called and held,  upon notice in accordance
               with Sections 222 and 242 of the General  Corporation  Law of the
               State of  Delaware,  on September  22, 2005 at which  meeting the
               necessary  number  of  shares  as  required  by  statute  and the
               Certificate  of   Incorporation   were  voted  in  favor  of  the
               amendments.

        THIRD: That said  amendments  were duly adopted in  accordance  with the
               provisions of Section 242 of the General  Corporation  Law of the
               State of Delaware.

     IN WITNESS WHEREOF, said CONAGRA FOODS, INC. has caused this Certificate to
be signed by BRUCE C. ROHDE,  its Chief  Executive  Officer,  and attested to by
OWEN C. JOHNSON, its Corporate Secretary, this 23rd day of September, 2005.

                                      CONAGRA FOODS, INC.



                                      By:  /s/ Bruce C. Rohde
                                         __________________________________
                                         BRUCE C. ROHDE
                                         Chief Executive Officer
ATTEST:


  /s/ Owen C. Johnson
_________________________
OWEN C. JOHNSON
Corporate Secretary