EXHIBIT 3.2
                               ConAgra Foods, Inc.

                                By-Laws Amendment


     Article III,  Section 2 of the ConAgra  Foods,  Inc.  By-Laws is amended to
read as follows:

     "Section 2. Number,  Tenure and Qualifications.  The number of directors of
ConAgra, not less than nine nor more than sixteen,  shall be fixed by resolution
of the Board of  Directors  and may be altered from time to time by a resolution
of the  Board of  Directors.  Directors  need not be  residents  of the State of
Delaware or stockholders  of ConAgra.  Until the annual election of directors by
the  stockholders  in 2008,  the directors  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  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  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  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 ConAgra held after 2005, the directors  chosen to succeed those
whose terms are then expired shall be elected by the stockholders of ConAgra for
a term ending at the annual election of directors by the stockholders  following
the annual  election of directors by the  stockholders 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  stockholder  in  2008,  the  classification  of the  Board of
Directors shall terminate and all directors shall be of one class. It shall be a
qualification  for  initial  election  of a person to the board that such person
shall  have  executed  an  insider  trading  agreement  with the  company,  such
agreement to become effective upon such person's election to the board. It shall
be a  qualification  for  reelection  of any  director  to the  board  that such
director,  while a director, shall have at all times after April 10, 2002 been a
signatory to and have been in full compliance with an insider trading  agreement
with the  company.  As used in the two  preceding  sentences,  "insider  trading
agreement' shall mean an agreement,  in such form as shall be approved from time
to time by the board,  relating to the  purchase or other  acquisition,  and the
sale or other  disposition,  of  securities  of the company by  directors of the
company."