UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 27, 2005

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-7275

CONAGRA FOODS, INC.

(Exact name of registrant, as specified in charter)

Delaware		47-0248710
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

One ConAgra Drive, Omaha, Nebraska		68102-5001
(Address of Principal Executive Offices)		(Zip Code)

(402) 595-4000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý No o

Number of shares outstanding of issuer’s common stock, as of March 25, 2005, was 517,894,752.

Part I – Financial Information

Item 1. Condensed Consolidated Financial Statements

ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(in millions except per share amounts)

(unaudited)

	Thirteen weeks ended						Thirty-nine weeks ended
	February 27, 2005			February 22, 2004			February 27, 2005			February 22, 2004
				As Restated (see Note 13)						As Restated (see Note 13)
Net sales	$	3,569.9		$	3,525.5		$	11,181.7		$	10,559.7
Costs and expenses:
Cost of goods sold	2,803.5			2,725.3			8,830.3			8,175.5
Selling, general and administrative expenses	505.9			426.2			1,346.3			1,370.1
Interest expense, net	68.1			61.8			227.3			195.4

Gain on sale of Pilgrim’s Pride Corporation common stock	185.7			—			185.7			—

Income from continuing operations before income taxes, equity method investment earnings and cumulative effect of change in accounting	378.1			312.2			963.5			818.7
Income tax expense	149.6			110.3			386.4			277.2
Equity method investment earnings (loss)	(64.0		)	1.9			(34.8		)	29.4

Income from continuing operations before cumulative effect of change in accounting	164.5			203.8			542.3			570.9

Income (loss) from discontinued operations, net of tax	0.8			12.9			(2.6		)	84.4

Cumulative effect of change in accounting	—			(1.4		)	—			(13.1		)

Net income	$	165.3		$	215.3		$	539.7		$	642.2

Earnings per share – basic
Income from continuing operations before cumulative effect of change in accounting	$	0.32		$	0.39		$	1.05		$	1.07
Income (loss) from discontinued operations	—			0.02			—			0.16
Cumulative effect of change in accounting	—			—			—			(0.02		)
Net income	$	0.32		$	0.41		$	1.05		$	1.21

Earnings per share – diluted
Income from continuing operations before cumulative effect of change in accounting	$	0.32		$	0.38		$	1.04		$	1.07
Income (loss) from discontinued operations	—			0.02			—			0.16
Cumulative effect of change in accounting	—			—			—			(0.02		)
Net income	$	0.32		$	0.40		$	1.04		$	1.21

See notes to the condensed consolidated financial statements.