FOR IMMEDIATE RELEASE

CONAGRA  FOODS  REPORTS  SECOND-QUARTER  RESULTS;  NEW CEO TO  PRESENT  PLANS TO
INVESTMENT COMMUNITY AT MARCH EVENT

SECOND-QUARTER FISCAL 2006 OVERVIEW:

o    Second-quarter fiscal 2006 diluted EPS was $0.31, including $0.07 per share
     of expense from items that impact  comparability.  Excluding  the $0.07 per
     share of  expense  from  items that  impact  comparability,  second-quarter
     diluted EPS was $0.38.

     >>   The items that impact  comparability for the quarter include primarily
          asset  impairment  charges that relate to a joint venture,  as well as
          accelerated  recognition  of  benefits in  connection  with the recent
          transition  of certain  key  executives.  Those  items are  summarized
          toward the end of this release.

     >>   Prior-year  earnings of $0.46 per  diluted  share  included  $0.01 per
          share of loss from discontinued operations.

o    The company  currently is conducting  in-depth reviews of its portfolio and
     operations to refine its profitability improvement initiatives; the company
     plans to present its  strategic  plans and  implementation  timetable at an
     investor  event in New York City on March 16,  2006.  Details of that event
     are provided toward the end of this release.

OMAHA,  Neb.,  Dec. 22, 2005 -- ConAgra  Foods Inc.  (NYSE:  CAG),  one of North
America's leading packaged food companies, today reported results for the fiscal
2006 second  quarter ended Nov. 27, 2005.  Second-quarter  diluted EPS was $0.31
this year and $0.46  last year;  several  items that  impact  comparability  are
summarized toward the end of this release.

Gary Rodkin,  President and Chief Executive Officer of ConAgra Foods, commented,
"As I stated previously, the current quarter profit shortfall indicates that our
fundamentals  need to be much stronger.  Strengthening  the fundamentals will be
aggressively  pursued  but will take a fair amount of time;  however,  there are
opportunities for short-term  improvement through better execution,  and we will
not hesitate to take actions that have clear benefits.  To that end, we recently
announced  organizational changes that will simplify our operating structure and
better align our  managers  with the  initiatives  that  improve  execution  and
effectiveness."

He  continued,  "We are  thoroughly  reviewing  the  components  of our  product
portfolio and how we participate in the  marketplace,  along with our operating,
organizational,  and capital  structure  initiatives so that we have  realistic,
holistic plans for  improvement.  When we host our investor  event in March,  we
will  comment  on all the  major  elements  needed  to  realize  ConAgra  Foods'
potential. This will include our brand and product portfolio strategy, our plans
for more efficient  operations,  the right levels of brand  investment,  and our
progress toward optimizing our organizational  structure. We will articulate how
all of those factors relate to our capital allocation discipline,  which will be
designed to appropriately invest behind our brands,  continually  strengthen our
balance sheet, and give us financial  flexibility.  Our goal is to implement the
strategies  that  fundamentally  strengthen  this company and enable it to build
sustainable profitable growth consistently."

               Retail Products Segment (59% of YTD company sales)

During the quarter,  sales for the Retail  Products  segment were $2.3  billion,
down from $2.5  billion in the same period  last year,  primarily  reflecting  a
volume decline of 5%. The sales and volume declines largely reflect  competitive
challenges and difficult  comparisons resulting from a strong performance in the
year-ago period.

o    Sales  for  the  company's  top  30  brands  as a  group,  which  represent
     approximately 80% of total segment sales, decreased 5% during the quarter.

     >>   Major  brands  for  which  sales  grew or were in line  with last year
          include ACT II,  Butterball,  Chef Boyardee,  Marie  Callender's,  and
          others.

     >>   Major brands posting sales declines include  Banquet,  Healthy Choice,
          Hunt's, Orville Redenbacher's, and others.

     >>   A more  complete  list of brand  gains and  declines  is posted on the
          company's  Web  site  in the  question-and-answer  supplement  to this
          release.

o    The  company   continues  to  implement   its  SKU  (stock   keeping  unit)
     rationalization   program  and  more  selective   participation   in  trade
     promotions.  Through  these  initiatives,  the  company is  focusing on the
     highest-margin  and  highest-opportunity   products  and  promotions,   and
     decreasing  emphasis  on  lower-margin  products  and  low-returning  trade
     promotions. While these initiatives may reduce sales in the near term, they
     are expected to favorably  impact profit margins over time and build a more
     sustainable base.

The Retail Products  segment  operating profit for the quarter was $311 million,
down from $373 million  reported for the same quarter last year.  The  operating
profit decline was primarily the result of weak volumes as described  above, and
reflected   increases  in  some  operating  costs,  such  as  fuel  and  energy,
transportation,   warehousing,   steel,  and  other  packaging.  Also  impacting
operating profit were costs of approximately $8 million associated with a recent
recall of the company's ready-to-eat lunch kits. Profits for the processed meats
operations were below year-ago levels, but lower pork input costs and better net
pricing policies are driving improving trends for these operations.

The company is planning for year-over-year  operating profit improvement for the
overall  segment in the second half of the fiscal year,  largely  because of the
segment's  weak  results in the second half of last fiscal year and the expected
ramp-up  of  better  execution  in the  second  half of this  fiscal  year.  The
favorable  impact  of  pricing,   SKU   rationalization,   and  trade  promotion
initiatives  within the processed meats  operations is expected to contribute to
the second-half  improvement,  as are modest  improvements in other areas of the
Retail Products segment.

             Foodservice Products Segment (23% of YTD company sales)

Sales for the  Foodservice  Products  segment  were $823  million for the second
quarter. Although volumes increased 2%, net sales declined 1% compared with last
year due to a less favorable sales mix. Segment operating profit was $87 million
in the second  quarter,  down from $93 million in the same period last year.  In
addition to the business trends cited below, the overall profit decline reflects
higher  operating  costs,   such  as  fuel  and  energy,   transportation,   and
warehousing.  Specialty potato products posted sales and operating profit growth
due to strong volume increases with key customers.  The culinary  products line,
which includes lunch meats, prepared entrees,  condiments,  and branded consumer
products,  posted lower sales and operating profit due to lower volumes. Seafood
products sales were in line with last year but operating  profit declined due to
higher product and transportation costs.

               Food Ingredients Segment (18% of YTD company sales)

During the quarter,  sales for the Food  Ingredients  segment were $688 million,
slightly below the second quarter last year.  Segment  operating  profit was $53
million,  down  from $79  million  in the  year-ago  period;  the  decrease  was
primarily related to a less favorable  environment for the commodity trading and
merchandising   operations.   Those   operations,   which  include  trading  and
merchandising  energy,   grains,   fertilizer,   and  other  input  commodities,
contributed $22 million of the segment's total operating  profit,  compared with
$49 million of the segment's  total  operating  profit in the second  quarter of
last year. Specialty ingredients products, which include seasonings, flavorings,
and milled products,  posted a decline in operating profit due to higher product
costs and a less favorable mix.

Other Items

o    Equity  investments  posted a loss of $17 million  for the second  quarter,
     reflecting impairment charges of $24 million for revised estimates of value
     for a joint  venture.  For the same  quarter last year,  equity  investment
     earnings were $15 million.

o    For the second quarter,  corporate expense was $103 million,  compared with
     $77 million  for the same period a year ago.  $19 million of expense in the
     current  quarter is related to the  accelerated  recognition of benefits in
     connection with the recent  transition of certain key  executives.  Current
     quarter  amounts also include  increased  professional  fees, some of which
     relate to developing  plans to reduce the  company's  effective tax rate in
     the future.

o    For the quarter,  capital  expenditures for property,  plant, and equipment
     totaled $64 million  compared with $149 million last year.  This was due to
     reductions  in  software  licenses,  facility  expenditures,  and  enhanced
     disciplines over capital  spending.  Depreciation and amortization  expense
     was  approximately  $89 million  for the quarter  versus $84 million a year
     ago. Dividends paid totaled $141 million versus $134 million last year. Net
     interest  expense for the quarter was $62 million compared with $86 million
     last year.  This was largely  driven by reduced  debt  levels and  improved
     average cash balances.

o    At the end of the second quarter,  interest-bearing  debt was $4.4 billion,
     compared  with $5.4  billion  for the same  period a year  ago.  As part of
     regularly scheduled debt repayment,  the company repaid  approximately $100
     million of debt during the  quarter.  Included  in the  current  portion of
     long-term  debt is $400 million of 7.125% senior debt due October 2026 that
     was reclassified because of a put option that is exercisable by the holders
     of the debt from Aug.  1, 2006 to Sept.  1, 2006.  Based on current  market
     conditions, the company does not anticipate the holders to exercise the put
     option, and therefore expects to reclassify the $400 million debt back into
     senior  long-term debt after Sept. 1, 2006 when the put option has expired.
     Consistent  with its most recent 8-K  filing,  over the next few months the
     company  plans to redeem  approximately  $500  million  of 6%  senior  debt
     originally  due September  2006. As of the end of the second  quarter,  the
     company had more than $680 million of cash and cash equivalents on hand.

o    During the quarter the company's  effective tax rate was approximately 39%,
     reflecting  the  non-deductibility  of the $24  million  asset  impairment.
     Without  this charge the  company's  effective  tax rate related to ongoing
     operations would have been approximately 36%. The company currently expects
     the  effective  tax  rate  for  the  second  half  of  fiscal  2006  to  be
     approximately 36%, excluding items that impact comparability.

Outlook

As previously  stated,  the company expects that some of the factors  negatively
impacting the second quarter likely will continue into the second half of fiscal
year 2006.  While dependent upon various factors,  the company's  internal plans
are for year-over-year  EPS growth in the second half of fiscal 2006,  excluding
items impacting comparability,  largely because of the company's relatively weak
performance  in the second half of fiscal 2005.

March Analyst Event

The company will host an analyst event on March 16, 2006 at The Equitable in New
York  City from 9 a.m.  EST to 12 p.m.  EST to  announce  the  company's  future
strategies and action plans.  Management's  comments and presentation  materials
will be webcast and archived on the company's  Web site.  Analysts and investors
interested  in  attending  this event  should  contact  the  company's  investor
relations department at 1-402-595-4157 for details.

Major Items Affecting Second-Quarter Fiscal 2006 EPS Comparability

Included  in the $0.31  diluted  EPS for the second  quarter of fiscal 2006 (EPS
amounts after tax):

o    Expense of $0.05 per diluted share resulting from asset impairment  charges
     associated  with a joint venture,  classified  within the results of equity
     method investments.

o    Expense of $0.02 per diluted share related to the  accelerated  recognition
     of  benefits  in  connection  with the recent  transition  of  certain  key
     executives, classified as corporate expense.

Included  in the $0.46  diluted  EPS for the second  quarter of fiscal 2005 (EPS
amounts after tax):

o    Loss of $0.01 per diluted share from discontinued operations.

Discussion of Results

ConAgra  Foods  will  host  a  conference   call  at  10  a.m.  EST  to  discuss
second-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 p.m. EST. To
access the digital  replay,  a conference  ID number will be required.  Domestic
participants should dial 1-800-642-1687,  and international  participants should
dial  1-706-645-9291 and enter conference ID 1925994. A rebroadcast also will be
available on the company's Web site.

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.

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,  Butterball,  Chef Boyardee, Cook's, Crunch 'n
Munch, DAVID,  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, 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.

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
                                                                                        SECOND QUARTER
                                                             ---------------------------------------------------------------------
                                                                                                       
                                                                 13 Weeks Ended            13 Weeks Ended
                                                             ------------------------  -----------------------  ------------------

                                                                November 27, 2005        November 28, 2004       Percent Change
                                                             ------------------------  -----------------------  ------------------
SALES
Retail Products                                                 $    2,299.5              $    2,485.4                 (7.5)%
Foodservice Products                                                   822.7                     832.4                 (1.2)%
Food Ingredients                                                       688.0                     691.3                 (0.5)%
                                                             ------------------------  -----------------------
    Total                                                            3,810.2                   4,009.1                 (5.0)%
                                                             ------------------------  -----------------------

OPERATING PROFIT
Retail Products                                                 $      310.5              $      373.0                (16.8)%
Foodservice Products                                                    87.3                      92.5                 (5.6)%
Food Ingredients                                                        53.2                      79.2                (32.8)%
                                                             ------------------------  -----------------------
   Total operating profit for segments                                 451.0                     544.7                (17.2)%

Reconciliation of total operating profit to income from continuing operations
before income taxes and equity method investment earnings (loss)
Items excluded from segment operating profit:
     General corporate expense                                        (103.0)                    (77.1)                 33.6%
     Interest expense, net                                             (62.2)                    (85.8)                (27.5)%
                                                             ------------------------  -----------------------
Income from continuing operations before income taxes and
equity method investment earnings (loss)                       $       285.8             $       381.8                (25.1)%
                                                             ========================  =======================



     Segment operating profit excludes general corporate expense,  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.

Segment Operating Results
In millions
                                                                                         YEAR TO DATE
                                                             ----------------------------------------------------------------------
                                                                                                        
                                                                  26 Weeks Ended            26 Weeks Ended
                                                             -------------------------  -----------------------  ------------------

                                                                November 27, 2005         November 28, 2004       Percent Change
                                                             -------------------------  -----------------------  ------------------
SALES
Retail Products                                                 $    4,241.1               $    4,499.6                 (5.7)%
Foodservice Products                                                 1,612.6                    1,624.6                 (0.7)%
Food Ingredients                                                     1,319.4                    1,268.1                   4.0%
                                                             -------------------------  -----------------------
    Total                                                            7,173.1                    7,392.3                 (3.0)%
                                                             -------------------------  -----------------------

OPERATING PROFIT
Retail Products                                                  $     521.2               $      582.8                (10.6)%
Foodservice Products                                                   166.8                      158.9                   5.0%
Food Ingredients                                                       129.5                      139.3                 (7.0)%
                                                             -------------------------  -----------------------
   Total operating profit for segments                                 817.5                      881.0                 (7.2)%

Reconciliation of total operating profit to income from continuing operations
before income taxes and equity method investment earnings (loss)
Items excluded from segment operating profit:
     General corporate expense                                        (176.0)                    (140.7)                 25.1%
     Gain on sale of Pilgrim's Pride Corporation common
     stock                                                             329.4                        -                   100.0%

     Interest expense, net                                            (130.3)                    (159.2)               (18.2)%
                                                             -------------------------  -----------------------
Income from continuing operations before income taxes and
equity method investment earnings (loss)                       $       840.6              $       581.1                  44.7%
                                                             =========================  =======================



     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                                                  SECOND QUARTER
                                                              -----------------------------------------------------------------
                                                                 13 Weeks Ended         13 Weeks Ended
                                                              ---------------------- ---------------------- -------------------
                                                                November 27, 2005      November 28, 2004         Percent
                                                                                                                  Change
                                                              ---------------------- ---------------------- -------------------
                                                                                                   
Net sales                                                         $   3,810.2            $   4,009.1                 (5.0)%
Costs and expenses:

Cost of goods sold                                                    3,003.0                3,108.1                 (3.4)%

Selling, general and administrative expenses                            459.2                  433.4                   6.0%

Interest expense, net                                                    62.2                   85.8                (27.5)%
                                                              ---------------------- ----------------------
Income from continuing operations before income taxes and
equity method investment earnings (loss)                                285.8                381.8                  (25.1)%
Income tax expense                                                      106.2                151.3                  (29.8)%
Equity method investment earnings (loss)                                (16.7)                15.1                    *
                                                              ---------------------- ----------------------
Income from continuing operations                                       162.9                245.6                  (33.7)%

Income (loss) from discontinued operations, net of tax                    0.2                 (6.0)                   *
                                                              ---------------------- ----------------------

Net income                                                        $     163.1            $   239.6                  (31.9)%
                                                              ====================== ======================

Earnings per share - basic

Income from continuing operations                                 $      0.31            $    0.48                  (35.4)%
                                                                                             (0.01)
Income from discontinued operations                                         -                                         *
                                                              ---------------------- ----------------------
Net income                                                        $      0.31            $    0.47                  (34.0)%
                                                              ====================== ======================

Weighted average shares outstanding                                     518.7                513.7                    1.0%
                                                              ====================== ======================

Earnings per share - diluted

Income from continuing operations                                 $      0.31            $    0.47                  (34.0)%
                                                                                             (0.01)
Income from discontinued operations                                         -                                         *
                                                              ---------------------- ----------------------
Net income                                                        $      0.31            $    0.46                  (32.6)%
                                                              ====================== ======================

Weighted average share and share equivalents
    outstanding                                                         521.0                517.5                    0.7%
                                                              ====================== ======================



* Measurement not meaningful.






ConAgra Foods, Inc.

Consolidated Statements of Earnings
In millions, except per share amounts                                                   YEAR TO DATE
                                                              -----------------------------------------------------------------
                                                                 26 Weeks Ended         26 Weeks Ended
                                                              ---------------------- ---------------------- -------------------
                                                                November 27, 2005      November 28, 2004         Percent
                                                                                                                  Change
                                                              ---------------------- ---------------------- -------------------
                                                                                                   
Net sales                                                         $   7,173.1            $   7,392.3                 (3.0)%
Costs and expenses:

Cost of goods sold                                                    5,638.4                5,808.4                 (2.9)%

Selling, general and administrative expenses                            893.2                  843.6                   5.9%

Interest expense, net                                                   130.3                  159.2                 (18.2)%
Gain on sale of Pilgrim's Pride Corporation common stock                329.4                  -                     100.0%
                                                              ---------------------- ----------------------
Income from continuing operations before income taxes and               840.6                581.1                    44.7%
equity method investment earnings (loss)
Income tax expense                                                      299.8                232.3                    29.1%
Equity method investment earnings (loss)                                (30.6)                29.2                    *
                                                              ---------------------- ----------------------
Income from continuing operations                                       510.2                378.0                    35.0%

Income (loss) from discontinued operations, net of tax                    5.0                 (3.7)                   *
                                                              ---------------------- ----------------------

Net income                                                         $    515.2            $   374.3                    37.6%
                                                              ====================== ======================

Earnings per share - basic

Income from continuing operations                                  $     0.98            $    0.74                    32.4%
Income from discontinued operations                                      0.01                (0.01)                   *
                                                              ---------------------- ----------------------

Net income                                                         $     0.99            $    0.73                    35.6%
                                                              ====================== ======================

Weighted average shares outstanding                                     518.4                515.7                     0.5%
                                                              ====================== ======================

Earnings per share - diluted

Income from continuing operations                                  $     0.98            $    0.73                    34.2%
                                                                                             (0.01)
Income from discontinued operations                                      0.01                                         *
                                                              ---------------------- ----------------------
Net income                                                         $     0.99            $    0.72                    37.5%
                                                              ====================== ======================

Weighted average share and share equivalents
    outstanding                                                         520.8                519.7                     0.2%
                                                              ====================== ======================



* Measurement not meaningful.






ConAgra Foods, Inc.

Consolidated Balance Sheets
In millions
                                                                       November 27, 2005        November 28, 2004
                                                                      ---------------------    --------------------
                                                                                         
ASSETS
Current assets
  Cash and cash equivalents                                              $      687.4             $    353.2
  Receivables, less allowance for doubtful accounts
    Of  $31.9 and $30.8                                                       1,362.5                1,499.6
  Inventories                                                                 2,850.1                2,905.6


   Prepaid expenses and other current assets                                    558.9                  449.6


   Current assets of discontinued operations                                      2.2                  402.6
                                                                      ---------------------    --------------------
        Total current assets                                                  5,461.1                5,610.6

Property, plant and equipment, net                                            2,807.8                2,931.0
Goodwill                                                                      3,792.7                3,804.8
Brands, trademarks and other intangibles, net                                   818.7                  826.2
Other assets                                                                    428.4                1,101.2
Noncurrent assets of discontinued operations                                        -                   49.6
                                                                      ---------------------    --------------------
                                                                           $  13,308.7            $ 14,323.4
                                                                      =====================    ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Notes payable                                                           $      10.7            $      4.4
  Current installments of long-term debt                                         920.4                 766.4
  Accounts payable                                                             1,012.8               1,151.5
  Advances on sales                                                              214.7                 131.8
  Accrued payroll                                                                229.6                 232.2

   Other accrued liabilities                                                   1,308.2               1,354.2
  Current liabilities of discontinued operations                                   1.2                 140.7
                                                                      ---------------------    --------------------
        Total current liabilities                                              3,697.6               3,781.2

Senior long-term debt, excluding current installments                          3,036.8               4,189.3
Subordinated debt                                                                400.0                 400.0
Other noncurrent liabilities                                                   1,132.8               1,140.7
Common stockholders' equity                                                    5,041.5               4,812.2
                                                                      ---------------------    --------------------
                                                                           $  13,308.7              $ 14,323.4
                                                                      =====================    ====================