SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549


                                    _____________

                                       FORM 8-K

                                    CURRENT REPORT



                        Pursuant to Section 13 or 15(d) of the

                           Securities Exchange Act of 1934




                                     June 8, 1994
                   Date of Report (Date of earliest event reported)




                                    ConAgra, Inc.
                (Exact name of registrant as specified in its charter)


                    Delaware       1-7275                   47-0248710
               (State or other     (Commission              (IRS Employer
               jurisdiction of     File Number)        Identification No.)
               incorporation)



               One ConAgra Drive, Omaha, Nebraska                68102-5001
               (Address of principal executive offices)          (Zip Code)



                 Registrant's telephone number, including area code:
                                    (402) 595-4000
















          Item 5.  Other Events.

                    On  June 8, 1994,  ConAgra Capital, L.C.  completed the
          sale of  $175  million of  Series  B Adjustable  Rate  Cumulative
          Preferred Securities.   ConAgra  Capital, L.C.  is an  indirectly
          wholly-owned subsidiary of  ConAgra, Inc.  ConAgra  Capital, L.C.
          loaned the  proceeds of the sale to ConAgra,  Inc. to be used for
          general  corporate  purposes.    The  Series  B  Adjustable  Rate
          Cumulative Preferred Securities are guaranteed on a limited basis
          by   ConAgra,   Inc.   and  exchangeable   in   certain   limited
          circumstances for Series B Adjustable Rate Debentures of ConAgra,
          Inc.
           
                    On  April 27, 1994, ConAgra Capital, L.C. completed the
          sale  of  $100  million  of  9%  Series  A  Cumulative  Preferred
          Securities.   ConAgra Capital,  L.C. loaned  the proceeds  of the
          sale to ConAgra, Inc. to  be used for general corporate purposes.
          The 9% Series A   Cumulative Preferred Securities are  guaranteed
          on a limited  basis by ConAgra, Inc. and  exchangeable in certain
          limited circumstances for Series A Debentures of ConAgra, Inc. 
           
                    The 9% Series A Cumulative Preferred Securities (CAG Pr
          A)   and  the  Series  B  Adjustable  Rate  Cumulative  Preferred
          Securities (CAG Pr B) are listed on the New York Stock Exchange.


          Item 7.  Exhibits.

               1.   Written Action establishing  the terms of the  Series B
          Adjustable Rate Cumulative Preferred Securities.

               2.  Written Action establishing the terms of the 9% Series A
          Preferred Securities.

               3.  Indenture dated March 10, 1994 between ConAgra, Inc. and
          First Trust National Association as Trustee.

               4.  First Supplemental Indenture dated April 20, 1994 to the
          Indenture dated  March 10, 1994  between ConAgra, Inc.  and First
          Trust National Association as Trustee.

               5.   Second Supplemental Indenture  dated April 20,  1994 to
          the Indenture  dated  March 10,  1994 between  ConAgra, Inc.  and
          First Trust National Association as Trustee.

               6.  Third  Supplemental Indenture dated June 1,  1994 to the
          Indenture dated March  10, 1994 between  ConAgra, Inc. and  First
          Trust National Association as Trustee.

               7.  Fourth Supplemental Indenture  dated June 1, 1994 to the
          Indenture dated  March 10, 1994  between ConAgra, Inc.  and First
          Trust National Association as Trustee.
               















               8.   $175,000,000 Series  B Adjustable Rate  Debenture dated
          June 8, 1994.

               9.   $46,519,000 Series  BB Adjustable Rate  Debenture dated
          June 8, 1994.

               10.  $100,000,000 Series A Debenture dated April 27, 1994.

               11.  $26,600,000 Series AA Debenture dated April 27, 1994.

               12.   Operating  Agreement of  ConAgra  Capital, L.C.  dated
          April 20, 1994.

               13.  Payment and Guarantee Agreement dated April 20, 1994 of
          ConAgra, Inc. with respect to ConAgra Capital, L.C.

               14.   Agreement  as  to  Expenses  and  Liabilities  between
          ConAgra, Inc. and ConAgra Capital, L.C.



                                      SIGNATURE

               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, INC.


          June 13, 1994                 By:  /s/ Stephen L. Key
                                             Stephen L. Key, Executive Vice
                                             President and  Chief Financial
                                             Officer



                                    EXHIBIT INDEX
          Exhibit
            No.                    Description                       Page

             1      Written Action establishing the terms of
                    the Series B Adjustable Rate Cumulative
                    Preferred Securities.............................

             2      Written Action establishing the terms of the
                    9% Series A Preferred Securities.................

             3      Indenture dated March 10, 1994 between ConAgra,
                    Inc. and First Trust National Association
                    as Trustee.......................................

             4      First Supplemental Indenture dated April 20,
                    1994 to the Indenture dated March 10, 1994














                    between ConAgra, Inc. and First Trust National
                    Association as Trustee...........................

             5      Second Supplemental Indenture dated April 20,
                    1994 to the Indenture dated March 10, 1994
                    between ConAgra, Inc. and First Trust National
                    Association as Trustee...........................

             6      Third Supplemental Indenture dated June 1,
                    1994 to the Indenture dated March 10, 1994
                    between ConAgra, Inc. and First Trust National
                    Association as Trustee............................

             7      Fourth Supplemental Indenture dated June 1,
                    1994 to the Indenture dated March 10, 1994
                    between ConAgra, Inc. and First Trust National
                    Association as Trustee............................
               
             8      $175,000,000 Series B Adjustable Rate Debenture
                    dated June 8, 1994................................

             9      $46,519,000 Series BB Adjustable Rate Debenture
                    dated June 8, 1994................................

            10      $100,000,000 Series A Debenture dated April 27,
                    1994..............................................

            11      $26,600,000 Series AA Debenture dated April 27,
                    1994..............................................

            12      Operating Agreement of ConAgra Capital, L.C.
                    dated April 20, 1994..............................

            13      Payment and Guarantee Agreement dated April 20,
                    1994 of ConAgra, Inc. with respect to ConAgra
                    Capital, L.C......................................

            14      Agreement as to Expenses and Liabilities between
                    ConAgra, Inc. and ConAgra Capital, L.C............