CONAGRA Proxy 05

This proxy statement provides information about ConAgra Foods' upcoming annual stockholders' meeting to be held on September 22, 2005. Matters to be voted on include the election of directors, proposals to declassify the board of directors and repeal supermajority voting provisions, ratifying the appointment of auditors, and voting on three stockholder proposals. Stockholders of record as of July 25, 2005 are eligible to vote. The proxy statement provides information on significant stockholders, stock ownership by executive officers and directors, and an overview of the company's corporate governance practices and documents.