Company Name: ConAgra Foods, Inc.
Public Availability Date: June 20, 2005

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

May 20, 2005

VIA FEDERAL EXPRESS

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: ConAgra Foods, Inc.; Commission File No. 1-7275 Exclusion of Shareholder Proposal Pursuant to Rule 14a-8(j)

Ladies and Gentlemen:

Our firm serves as counsel for ConAgra Foods, Inc., a Delaware corporation. We are submitting this letter on behalf of ConAgra Foods pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended, to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

ConAgra Foods received a shareholder proposal from the Office of the Comptroller of New York City, the custodian and trustee of the New York City Employees' Retirement System, the New York City Teachers' Retirement System, the New York City Police Pension Fund and the New York City Fire Department Pension Fund, and the custodian of the New York City Board of Education Retirement System, for inclusion in ConAgra Foods' proxy materials for the 2005 annual stockholders' meeting expected to be held on or about September 22, 2005. A copy of the proposal and the relevant correspondence from the proponent is attached as Exhibit A.

Subject to the staff's response, ConAgra Foods intends to exclude the proposal from its proxy materials pursuant to Rule 14a-8(i)(10), because ConAgra Foods has already substantially implemented the proposal. ConAgra Foods respectfully requests confirmation that the staff will not recommend any enforcement action against ConAgra Foods for excluding the proposal from its proxy materials pursuant to this rule.

We are enclosing six copies of this letter and the exhibits referred to herein. To the extent that any reasons for exclusion stated in this letter are based on matters of law, this letter will serve as supporting opinion of counsel pursuant to Rule 14a-8(j)(2)(iii). We are also forwarding a copy of this letter to the proponent as notice of ConAgra Foods' intention to exclude the proposal from the proxy materials.

THE PROPOSAL

The proposal states:

"RESOLVED: That shareholders request the company disclose its social, environmental and economic performance to the public by issuing annual sustainability reports."

DISCUSSION

The proposal may be excluded under Rule 14a-8(i)(10), because ConAgra Foods has already substantially implemented the proposal.

The proposal requests that ConAgra Foods disclose its social, environmental and economic performance by issuing annual sustainability reports. ConAgra Foods already publishes a Corporate Responsibility Report and updates it at least annually. The report provides information and addresses the company's performance in the areas requested by the proposal. By way of illustration, the Corporate Responsibility Report includes the following information:

Social

Through leadership partnerships and financial contributions, ConAgra Foods is committed to improving the quality of life in communities across America. At "Community Involvement and ConAgra Foods Foundation" in the Corporate Responsibility Report, the company reports on these initiatives, including the following programs.

Feeding Children Better. This multi-million dollar, multi-year commitment is directed toward helping end child hunger in the United States. The company, as a food leader in North America, considers this problem a meaningful challenge. Through the ConAgra Foods Feeding Children Better initiative, the company efforts are directed at three areas: safe havens for children to get nourishing meals, overcoming logistics hurdles for food banks and public awareness.

ConAgra Foods has had a long-term alliance with America's Second Harvest to help feed people in need across the nation. America's Second Harvest is the nation's largest charitable hunger-relief organization, distributing 1.8 billion pounds of donated food annually, feeding 23 million hungry Americans. It operates a food network distribution system that procures and distributes food to food banks across the U.S. ConAgra Foods companies continually donate products to Second Harvest. In 2002, for example, ConAgra Foods companies donated more than 19.5 million pounds of food, including refrigerated processed meats, frozen dinners and entrees, shelf-stable foods and potato products.

ConAgra Foods Foundation Community Service Awards. As the company reports, the ConAgra Foods Foundation Community Service Awards program and its panel of volunteer judges awarded $200,000 to 16 nonprofit groups for their exceptional commitment to the welfare of ConAgra Foods communities.

Home Food Safety. To increase consumer awareness of food safety practices, ConAgra Foods partners with the American Dietetic Association (ADA) in a multi-year national consumer education program called, Home Food Safety ... It's in Your HandsTM. Through news releases, consumer events, a Web site (www.homefoodsafety.org) and the ADA, the effort has targeted home food preparers trying to prevent food-borne illness and save lives. Over the past year, ConAgra Foods and the ADA have expanded the scope of their food safety efforts to include partnerships with local, regional and national restaurant chains to protect patrons from food-borne illnesses when they order take-out or take home leftovers.

Diversity. At "People: Opportunity and Inclusion" in the Corporate Responsibility Report, the company provides, among other things, a report on Diversity at ConAgra Foods. The company summarizes the efforts it is making to build, support and develop an inclusive culture, enabling people of all backgrounds to apply their skill and abilities for the benefit of employees, customers, consumers and shareholders. The efforts are reported in four categories:

Community Affairs

Recruiting and Hiring

Work/Life Initiatives

Training and Education Programs

Environmental

At "Sustainable Development and Environment" in the Corporate Responsibility Report the company sets forth its belief that conducting a profitable business in ways that are sensitive to the environment is the only way to do business. The company believes that its guiding principle "Do Well by Doing Good" has led it to build a significant and effective sustainable development program. Among the matters reported in this section are results of environmental projects that reduced landfill waste, saved water, cut electrical and natural gas use, reduced packaging materials, and saved operational costs.

This section of the Corporate Responsibility Report also sets out the company's initiatives on water and energy conservation, prevention of air pollution, waste reduction and recycling and land management protection and enhancement. The award-winning projects (by category) as presented at the 2005 ConAgra Foods Annual Sustainable Development Conference are also listed in this section.

Economic

In addition to its periodic reports provided to the public which report extensively on the company's financial performance, the company produces a quarterly report to shareholders for each of its first three quarters of the fiscal year, and produces its annual report to shareholders following fiscal year-end. At "Economic" in the Corporate Responsibility Report, the company provides selected financial performance information on the company and also provides comments on the company's strategic direction ("Comments on Strategic Direction") which reports on, among other economic matters, the company's initiatives in product mix, marketing and capabilities. For example, results of portfolio changes, organizational changes and brand performance are discussed in Q&A's 2, 8 and 14 respectively in this section of the Corporate Responsibility Report.

ConAgra Foods' Corporate Responsibility Report is published on the company's website. We have attached a copy of the report from the website as Exhibit B. You may also access the report on the website (http://www.conagrafoods.com) by selecting "Leadership Initiatives" and following the links to "Corporate Responsibility Report."

Rule 14a-8(i)(10) permits the exclusion of shareholder proposals if a company has already substantially implemented the proposal. According to the Securities and Exchange Commission, the exclusion provided in Rule 14a-8(i)(10) "is designed to avoid the possibility of shareholders having to consider matters which already have been favorably acted upon by the management..." See, Exchange Act Release No. 34-12598 (July 7, 1976).

The standard the staff has applied in determining if a proposal is substantially implemented is whether a company's particular policies, practices and procedures compare favorably with the guidelines of the proposal. See, Exchange Act Release No. 34-20091 (Aug. 16, 1983) and Texaco, Inc. (March 28, 1991). The staff has consistently taken the position that when a company already has policies and procedures in place relating to the subject matter of the proposal, or has implemented the essential objectives of the proposal, the shareholder proposal has been substantially implemented within the scope of Rule 14a-8(i)(10). See, The Talbots, Inc. (April 5, 2002), The Gap, Inc. (March 16, 2001) and Kmart Corp. (Feb. 23, 2000).

In recent no-action rulings that closely mirror ConAgra Foods' request, the staff permitted Albertson's, Inc. and Lowe's Companies, Inc. to omit proposals submitted by the proponent that are substantively identical to the proposal submitted to ConAgra Foods. The staff permitted the exclusions, noting Albertson's and Lowe's representations that they prepare and publish a sustainability report annually. See, Albertson's, Inc. (March 23, 2005) and Lowe's Companies, Inc. (March 21, 2005).

The company notes that in Terex Corporation (March 18, 2005), the staff did not permit exclusion (on substantially implemented grounds) of a proposal submitted by the proponent that was also substantively identical to the proposal submitted to ConAgra Foods. Unlike ConAgra Foods, Terex claimed that it substantially implemented the proposal by including on its website its views regarding corporate citizenship and making reference to a variety of other public disclosures including filings made with the Securities and Exchange Commission. ConAgra Foods' claim of substantial implementation is distinguished from Terex because ConAgra Foods prepares and publishes on its website an annual report addressing the company's social, environmental and economic performance (i.e., the actions requested by the proposal).

The company has policies and procedures in place relating to the subject matter of the proposal and the company has implemented the essential objectives of the proposal. The proposal has, therefore, been substantially implemented.

CONCLUSION

Based upon the foregoing, ConAgra Foods respectfully requests that the staff confirm, at its earliest convenience, that it will not recommend any enforcement action if ConAgra Foods excludes the proposal from the proxy materials for its 2005 annual stockholders' meeting in reliance on Rules 14a-8(i)(10).

ConAgra Foods presently anticipates mailing its proxy materials for the 2005 annual stockholders' meeting on or about August 12, 2005. We would appreciate a response from the staff in time for ConAgra Foods to meet this schedule.

Please acknowledge receipt of this letter by stamping one of the enclosed copies and returning it to the undersigned using the stamped, pre-addressed envelope provided. Should the staff disagree with ConAgra Foods' position, we would appreciate the opportunity to confer with the staff prior to the issuance of its response. If you have any questions regarding this matter or as soon as a staff response is available, would you kindly call the undersigned at 402-341-3070.

Sincerely,

/s/

Guy Lawson

GL/mlw

Enclosures

cc: William C. Thompson, Jr., Comptroller of the City of New York
Patrick Doherty, Pension Policy Unit, Office of the Comptroller of the City of New York
Owen C. Johnson, Corporate Secretary, ConAgra Foods, Inc.
David L. Hefflinger

April 11, 2005

Mr. Owen C. Johnson
Executive Vice President and
Corporate Secretary
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102

Dear Mr. Johnson:

The Office of the Comptroller of New York City is the custodian and trustee of the New York City Employees' Retirement System, the New York City Teachers' Retirement System, the New York City Police Pension Fund, and the New York City Fire Department Pension Fund, and custodian of the New York City Board of Education Retirement System (the "funds"). The funds' boards of trustees have authorized me to inform you of our intention to offer the enclosed proposal for consideration of stockholders at the next annual meeting.

I submit the attached proposal to you in accordance with rule 14a-8 of the Securities Exchange Act of 1934 and ask that it be included in your proxy statement.

Letters from Bank of New York certifying the funds' ownership, continually for over a year, of shares of ConAgra Foods, Inc. common stock are enclosed. The funds intend to continue to hold at least $2,000 worth of these securities through the date of the annual meeting.

We would be happy to discuss this initiative with you. Should the board decide to endorse its provisions as company policy, our funds will ask that the proposal be withdrawn from consideration at the annual meeting. Please feel free to contact me at (212) 669-2651 if you have any further questions on this matter.

Very truly yours,

/s/

Patrick Doherty

Enclosures

SUSTAINABILITY REPORT TO SHAREHOLDERS

Whereas:

Disclosure of key in formation is a founding principle of our capital markets.

Investors increasingly seek disclosure of companies' social and environmental practices in the belief that they impact shareholder value. Many investors believe companies that are good employers, environmental stewards, and corporate citizens will more likely prosper over the long term and be accepted in their communities. The link between sustainability performance and long term shareholder value is awakening mainstream financial companies to new tools for understanding and predicting capital markets. According to environmental research consultant Innovest, major investment firms including ABN-AMRO, Neuberger Berman, Schroders, T. Rowe Price, and Zunch/Scudder subscribe to information on companies' social and environmental practices to help make investment decisions.

A growing number of companies are issuing sustainability reports. According to the Dow Jones Sustainability Group, sustainability includes: "Encouraging long lasting social well being in communities where they operate, interacting with different stakeholders (e.g. clients, suppliers, employees, govemment, local communities, and non-govemmental organizations) and responding to their specific and evolving needs, thereby securing a long-term `license to operate,' supenor customer and employee loyalty, and ultimately superior financial returns."

Companies increasingly recognize that transparency and dialogue about sustainability are key to business success. For example, Ford Motor Company states, "sustainability issues are neither incidental nor avoidablethey are at the heart of our business." Baxter Intermational sees sustainability reporting as "a balanced way of thinking, acting and driving accountability across Baxter each and every day." American Electric Power states that, "management and the Board have a fiduciary duty to carefully assess and disclose to shareholders appropriate information on the company's environmental risk exposure."

Moreover, many global organizations, like the European Union Framework for Corporate Social Responsibility, support corporate sustainability reporting. The national governments of Australia, Japan and the United Kingdom recommend sustainability reporting. In addition, companies listed on the Johannesburg and Paris Stock Exchanges are now required to report non-financial information related to corporate social and environmental performance.

RESOLVED:

That shareholders request the company disclose its social, environmental and economic performance to the public by issuing annual sustainability reports.

June 20, 2005

Response of the Office of Chief Counsel Division of Corporation Finance

Re: ConAgra Foods, Inc.

Incoming letter dated May 20, 2005

The proposal requests that ConAgra Foods disclose its social, environmental and economic performance by issuing annual sustainability reports.

There appears to be some basis for your view that ConAgra Foods may exclude the proposal under rule 14a-8(i)(10). We note your representation that ConAgra Foods prepares and publishes this type of report annually. Accordingly, we will not recommend enforcement action to the Commission if ConAgra Foods omits the proposal from its proxy materials in reliance on rule 14a-8(i)(10).

Sincerely,

/s/

Robyn Manos
Special Counsel