EXHIBIT 10.4
               CONAGRA EMPLOYEE FLEXIBLE BONUS PAYMENT PLAN


     1.   Adoption and Purpose.  ConAgra, Inc. ("ConAgra") hereby adopts the 
ConAgra Employee Flexible Bonus Payment Plan ("Plan") to issue stock bonuses 
to employees of ConAgra and its affiliates.  The general purpose of the Plan 
is to promote the interests of ConAgra and its stockholders in attracting, 
maintaining and developing employees capable of assuring the future success 
of ConAgra and by providing to employees of ConAgra and its affiliates 
additional incentives to continue and increase their efforts with respect to, 
and to remain in the employ of, ConAgra or its affiliates.

     2.   Stock Bonuses.  Each year, the Compensation Committee of the Board 
of Directors of ConAgra ("Committee") may issue bonuses of ConAgra Common 
Stock ("Stock") to any employee of ConAgra or its affiliates in lieu of 50% 
of any cash bonus that may be payable to such employee under any compensation 
arrangement such employee has with ConAgra.  The stock bonus shall be subject 
to any restrictions or conditions the Committee may impose in its absolute 
discretion.  The maximum number of shares of Stock that may be issued 
hereunder for any particular fiscal year is 200,000.

     3.   Administration.  The Plan shall be administered by the Committee.  
The Committee is authorized to interpret the Plan and may adopt such rules 
and regulations for carrying out the Plan as it deems appropriate.  Decisions 
of the Committee shall be final, conclusive and binding upon all the parties 
including ConAgra, the stockholders and the participants.

     4.   Stockholder Approval.  On or before January 1, 1983, this Plan will 
be presented for consideration and approval by ConAgra's stockholders.

     5.   Effective Date; Amendment and Termination.  This Plan shall be 
effective for bonuses which are granted to employees for ConAgra's fiscal 
year ending in 1983 and for each ConAgra fiscal year thereafter until 
terminated.  ConAgra's Board of Directors may amend or terminate the Plan at 
any time; provided, however, subject to Paragraph 6, the number of shares 
under Paragraph 2 shall not be increased and the class of employees eligible 
to participate hereunder shall not be exchanged without approval of ConAgra's 
stockholders.

     6.   Changes in Stock.  In the event of a stock dividend, split-up, 
reclassification, or other analogous change in the capitalization of 
ConAgra's Stock, equitable adjustment shall be made in the maximum number of 
shares which may be issued hereunder.