WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                December 20, 2005
                Date of report (Date of earliest event reported)

                               ConAgra Foods, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                 (State or Other Jurisdiction of Incorporation)

             1-7275                                  47-0248710
   (Commission File Number)              (IRS Employer Identification No.)

        One ConAgra Drive
        Omaha, NE                                      68102
    (Address of Principal Executive Offices)         (Zip Code)

                                 (402) 595-4000
              (Registrant's Telephone Number, Including Area Code)

          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

     On December 20, 2005,  ConAgra Foods elected to call for  redemption all of
its  outstanding  6% Notes due  September  15,  2006,  previously  issued in the
aggregate  principal amount of  $500,000,000.  On January 20, 2006, the date set
for redemption,  the notes will be redeemed at a redemption price, determined in
accordance  with the terms of the notes,  equal to the  greater of : (a) 100% of
the  principal  amount of the notes  outstanding,  plus accrued  interest to the
redemption  date;  or (b) the sum, as determined  by an  independent  investment
banker  appointed  by  JPMorgan  Chase Bank,  the trustee for the notes,  of the
present  values of the remaining  principal  amount and the remaining  scheduled
payments  of  interest  on the  notes  (exclusive  of  interest  accrued  to the
redemption date),  discounted from the scheduled payment dates to the redemption
date on a semi-annual basis at a treasury rate (calculated on the third business
day  preceding the  redemption  date pursuant to the terms of the notes) plus 25
basis points plus accrued but unpaid interest to the redemption date.


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        CONAGRA FOODS, INC.

Date:  December 20, 2005                By:   /s/ Frank S. Sklarsky
                                            Name:   Frank S. Sklarsky
                                            Title:  Executive Vice President,
                                                    Chief Financial Officer