Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  McGough Thomas M
 2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2013		 3. Issuer Name and Ticker or Trading Symbol
CONAGRA FOODS INC /DE/ [CAG]
(Last)
(First)
(Middle)
C/O CONAGRA FOODS, INC., ONE CONAGRA DRIVE, MS 1-330		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Consumer Foods
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

OMAHA, NE 68102		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 16,352.043
D
 
Common Stock 400
I
By wife

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to buy)   (1) 07/15/2022 Common Stock 60,000 $ 24.74 D  
Employee Stock Options (Right to buy)   (2) 07/10/2018 Common Stock 60,000 $ 26.15 D  
Employee Stock Options (Right to buy)   (3) 07/19/2017 Common Stock 12,500 $ 23.9 D  
Employee Stock Options (Right to buy)   (4) 07/14/2016 Common Stock 20,000 $ 19.05 D  
Employee Stock Options (Right to buy)   (5) 07/15/2015 Common Stock 20,000 $ 21.26 D  
Employee Stock Options (Right to buy)   (6) 07/16/2014 Common Stock 8,500 $ 26.8 D  
Restricted Stock Units   (7)   (8) Common Stock 7,500 $ 0 (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McGough Thomas M
C/O CONAGRA FOODS, INC.
ONE CONAGRA DRIVE, MS 1-330
OMAHA, NE 68102		       President, Consumer Foods  

Signatures

/s/ Lyn Rhoten, Attorney-in-fact 05/10/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These stock options will become exercisable as to 40% on 7/16/2013, 30% on 7/16/2014 and 30% on 7/16/2015.
(2) These stock options became exercisable as to 40% on 7/11/2012, and will become exercisable as to 30% on 7/11/2013 and 30% on 7/11/2014.
(3) These stock options became exercisable as to 40% on 7/20/2011 and 30% on 7/20/2012 and will become exercisable as to 30% on 7/20/2013.
(4) These stock options became exercisable as to 40% on 7/15/2010, 30% on 7/15/2011 and 30% on 7/15/2012.
(5) These stock options became exercisable as to 40% on 7/16/2009, 30% on 7/16/2010 and 30% on 7/16/2011.
(6) These stock options became exercisable as to 40% on 5/25/2008, 30% on 5/31/2009 and 30% on 5/30/2010.
(7) Restricted stock units vest 100% on 7/20/2013, or earlier upon certain events.
(8) Each unit is the economic equivalent of one share of ConAgra Foods common stock and will be settled in ConAgra Foods common stock on the vesting date.
 
Remarks:
Exhibit 24-Power of Attorney is attached.

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