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


                                 March 31, 2006
                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):

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     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 1.01.  Entry into a Material Definitive Agreement.

     Following a review of market  practices,  the Board of Directors of ConAgra
Foods has implemented new change of control  agreements for certain officers and
eliminated prior  agreements for other officers.  The new agreements dated March
31, 2006 reduce the overall  potential  cost of providing  benefits  following a
change of control while  continuing to provide  appropriate  protection  for key
individuals.  The officers  include Gary Rodkin  (President and Chief  Executive
Officer)  and  three  officers  named  in  the  2005  proxy  statement   summary
compensation table, Frank Sklarsky (Executive Vice President and Chief Financial
Officer),   Owen   Johnson   (Executive   Vice   President,   Organization   and
Administration and Corporate  Secretary) and John Gehring (Senior Vice President
and Controller) (the "Executives").

     Benefits are payable under the change of control  agreements in lieu of any
severance  compensation  and benefits  under the  company's  severance  plan if,
within three years of a "change of control" (as defined in the agreements),  (1)
the  Executive's  employment is  involuntarily  terminated  without  "cause" (as
defined in the agreements) or (2) the Executive terminates his or her employment
for good reason (as defined in the agreements as a "good reason termination").

     Conditioned  on the  execution of a release of all claims  against  ConAgra
Foods,  each  Executive  who is entitled  to benefits  under a change of control
agreement  will  receive:  a lump sum cash  payment  equal to a multiple  of the
Executive's  base  salary and annual  bonus  (calculated  using the  Executive's
highest annual bonus for the three fiscal years  preceding the change of control
or the Executive's current target bonus, whichever is greater); continuation for
three  years  of  medical,  dental,  disability,  basic  and  supplemental  life
insurance  to the extent such  benefits  remain in effect for other  executives,
with Executive making any required  contributions except that ConAgra Foods must
pay the Executive's cost of medical and dental coverage on a gross-up  after-tax
basis;  benefits  under the  company's  nonqualified  supplemental  pension plan
commensurate with adding three years to the Executive's years of service and age
(except for Mr. Rodkin,  whose pension benefits are determined by his employment
agreement),  which  benefits  must be funded in a lump sum through a  segregated
trust (that remains subject to the claims of the company's  creditors) within 60
days following the termination of employment;  a supplemental  benefit under the
company's  nonqualified  401(k) plan equal to three  times the  maximum  company
contribution  that the  Executive  could have  received  under the qualified and
nonqualified 401(k) plans in the year in which the change of control occurs; and
outplacement  assistance not exceeding  $30,000.  The multiples for the officers
range from 1 to 3, and are 3 for Messrs. Rodkin,  Sklarsky and Johnson and 2 for
Mr. Gehring.

     The change of control  agreements  also  provide  that (1) upon a change of
control,  ConAgra Foods may (at the sole and absolute discretion of the Board of
Directors or Human  Resources  Committee)  pay each  Executive all or a prorated
portion of the  Executive's  short  and/or long term  incentive  for the year in
which the change of control  occurs and (2) each  Executive  is  entitled  to an
additional payment, if necessary, to make the Executive whole as a result of any
excise and related taxes  imposed by the Internal  Revenue Code on any change of
control  benefits,  except if the safe harbor  amount at which the excise tax is
imposed is not  exceeded by more than 10%, in which event the  benefits  will be
reduced to avoid the excise tax (which  exception does not apply to Mr. Rodkin's
agreement).

     Each change of control agreement terminates,  in the absence of a change of
control, when the Executive's  employment as a full-time employee of the company
is terminated or the Executive enters into a written  separation  agreement with
the  company.  In  addition,  ConAgra  Foods  may  unilaterally  terminate  each
agreement prior to a change of control following six months prior written notice
to the Executive.

     The foregoing  description is qualified in its entirety by reference to the
form of the change of control  agreements  attached  hereto as Exhibit  10.1 and
incorporated herein by reference.

Item 1.02.  Termination of a Material Definitive Agreement.

     The change of control agreements supersede previous conditional  employment
agreements  between  ConAgra Foods and certain of its officers;  the company has
effected the termination of the conditional  employment agreements by delivering
termination  notices  to all  officers  with such  agreements.  The  conditional
employment  agreements  required the  individuals to support the position of the
Board of  Directors  with  respect to any event by which  another  entity  would
acquire  effective  control of  ConAgra  Foods (as  defined  in the  agreements)
through a tender offer,  merger or otherwise.  In consideration of this promise,
ConAgra Foods agreed to employ the individual for three years after the event by
which another entity acquires  effective  control of ConAgra Foods.  During that
three year period, the individual would receive annually an amount not less than
the individual's  current annual base compensation,  plus the greater of (i) the
individual's  maximum  allowable target  short-term  incentive  compensation (as
defined in the agreement) or (ii) the individual's  highest short-term incentive
award  during  the  prior  three  fiscal  years,  plus an  amount  equal  to the
individual's  highest per unit award under the long-term  compensation plan made
during the three fiscal years immediately  preceding such acquisition of control
multiplied by the number of participation  units for the current fiscal year. In
addition,  the  individual  would  be  entitled  to  those  retirement  benefits
receivable had the individual worked to normal retirement age.

     The form of such conditional employment agreement was filed as Exhibit 10.1
to ConAgra Foods Form 10-K for the fiscal year ended May 25, 2003.

Item 9.01.  Financial Statements and Exhibits.

         Exhibit 10.1.   Form of Change of Control Agreement





                                   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:  March 31, 2006                  By:   /s/ Frank S. Sklarsky

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





                                  EXHIBIT INDEX


Exhibit                 Description                                    Page No.


Exhibit 10.1.     Form of Change of Control Agreement..........................