CAG ConAgra Brands Inc

CUSIP NO. 205887102 13G PAGE 2 OF 5 PAGES


1. NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
 STATE STREET BANK AND TRUST COMPANY, ACTING IN VARIOUS FIDUCIARY
 CAPACITIES. 04-1867445

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*

 NOT APPLICABLE A __
 B __
3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

 BOSTON, MASSACHUSETTS

5. SOLE VOTING POWER
 14,746,747 SHARES
6. SHARED VOTING POWER
 9,227,668 SHARES
7. SOLE DISPOSITIVE POWER
 0 SHARES
8. SHARED DISPOSITIVE POWER
 23,974,415 SHARES
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 23,974,415 SHARES

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
 SHARES*

 NOT APPLICABLE

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 4.9%

12. TYPE OF REPORTING PERSON*

 BK



 SCHEDULE 13G PAGE 3 OF 5 PAGES
ITEM 1.

 (A) NAME OF ISSUER

 CONAGRA FOODS, INC.

 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

 ONE CONAGRA DRIVE
 OMAHA NE 68102


ITEM 2.

 (A) NAME OF PERSON FILING

 STATE STREET BANK AND TRUST COMPANY, TRUSTEE


 (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
 RESIDENCE

 STATE STREET FINANCIAL CENTER
 ONE LINCOLN STREET
 BOSTON, MA 02111


 (C) CITIZENSHIP

 BOSTON, MASSACHUSETTS

 (D) TITLE CLASS OF SECURITIES

 COMMON STOCK

 (E) CUSIP NUMBER

 205887102

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

 (B) _X_ BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT


 SCHEDULE 13G PAGE 4 of 5 PAGES

ITEM 4. OWNERSHIP

 (A) AMOUNT BENEFICIALLY OWNED

 23,974,415 SHARES

 (B) PERCENT OF CLASS

 4.9%

 (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
 (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE OF
 14,746,747 SHARES
 (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE OF
 9,227,668 SHARES
 (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
 0 SHARES
 (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
 23,974,415 SHARES

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 NOT APPLICABLE

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
 PERSON.

 NOT APPLICABLE

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
 ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
 HOLDING COMPANY

 NOT APPLICABLE

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 NOT APPLICABLE

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

 NOT APPLICABLE


 SCHEDULE 13G PAGE 5 OF 5 PAGES

ITEM 10. CERTIFICATION

 THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE
 STATEMENT IS FILED PURSUANT TO RULE 13D-1(B):

 BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY
KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE
ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED
FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR
INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE
NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY
TRANSACTION HAVING SUCH PURPOSES OR EFFECT.

 THIS REPORT IS NOT AN ADMISSION THAT STATE STREET BANK AND
TRUST COMPANY IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY
THIS REPORT, AND STATE STREET BANK AND TRUST COMPANY EXPRESSLY
DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SHARES REPORTED HEREIN
PURSUANT TO RULE 13D-4.

 SIGNATURE

 AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND
BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT
IS TRUE, COMPLETE AND CORRECT.

 14 FEBRUARY 2008

 STATE STREET CORPORATION
 STATE STREET BANK AND TRUST COMPANY,
 TRUSTEE


 /s/ SYDNEY MARZEOTTI
 VICE PRESIDENT