Washington, D.C. 20549

                                  FORM 12b - 25

                           NOTIFICATION OF LATE FILING

                                                                 SEC FILE NUMBER
                                                                    CUSIP NUMBER

[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form
N-SAR [ ] Form N-CSR

             For Period Ended: February 27, 2005

            [ ] Transition Report on Form 10-K
            [ ] Transition Report on Form 20-F
            [ ] Transition Report on Form 11-K
            [ ] Transition Report on Form 10-Q
            [ ] Transition Report on Form N-SAR For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

Full Name of Registrant:   ConAgra Foods, Inc.

Former Name if Applicable:

Address of Principal Executive Office (Street and Number):   One ConAgra Drive

City, State and Zip Code:    Omaha, NE 68102-5001

Part II        -        RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12(b)-25(b) the following
should be completed. (Check box if appropriate)

         (a)    The reasons described in reasonable detail in Part III of this
                form could not be eliminated without unreasonable effort or

  [x]    (b)    The subject annual report, semi-annual report, transition
                report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR,
                or portion thereof, will be filed on or before the fifteenth
                calendar day following the prescribed due date; or the subject
                quarterly report or transition report on Form 10-Q or subject
                distribution report on Form 10-D, or portion thereof, will be
                filed on or before the fifth calendar day following the
                prescribed due date; and

         (c)    The accountant's statement or other exhibit required by Rule
                12b-25(c) has been attached if applicable.

Part III       -        NARRATIVE

State below in reasonable detail the reason why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.

As previously announced, the company is in the process of restating its
financial statements for prior periods for errors discovered in previously
reported amounts related to tax matters for fiscal 2004 and 2003, and, as a
consequence, the company's Form 10-Q for the period ended February 27, 2005
could not be filed by the due date of April 8, 2005.

Part IV        -        OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this

         Frank Sklarsky                 402                      595-4000
   --------------------------    ------------------         -----------------
             Name                   Area Code                Telephone Number

(2)  Have all other periodic  reports  required under section 13 or 15(d) of the
     Securities Exchange Act of 1934 or section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify reports. [x] Yes [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof? [x ] Yes[ ] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of these results cannot be made.

As announced on March 24, 2005, the restatement is not expected to impact
previously reported revenue or income from continuing operations before income
taxes, but is expected to increase tax expense, and therefore reduce after-tax
profits, principally in fiscal 2003 and fiscal 2004. However, because the
company is still in the process of determining the effect of the errors on the
3-month and 9-month periods ended February 22, 2004, it has not finalized the
correction of the errors for those periods at this time.

                               CONAGRA FOODS, INC.

                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date:    April 7, 2005                   /s/ Frank S. Sklarsky
                                  Frank S. Sklarsky
                                  Executive Vice President and
                                    Chief Financial Officer