Conagra Foods Inc /DE/ - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person ^*

Batcheler Colleen

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/14/2008

3. Issuer Name and Ticker or Trading Symbol

CONAGRA FOODS INC /DE/ [CAG]

(Last) (First) (Middle)

ONE CONAGRA DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
SVP and General Counsel /

(Street)

OMAHA, NE 68102

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

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	0	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (right to buy)	⁽¹⁾	7/12/2013	Common Stock	20000	$22.00	D
Options (right to buy)	⁽²⁾	7/16/2014	Common Stock	28000	$26.80	D
Share Equivalent Units	⁽³⁾	5/31/2009	Common Stock	4000	⁽⁶⁾	D
Share Equivalent Units	⁽⁴⁾	9/27/2009	Common Stock	5000	⁽⁶⁾	D
Share Equivalent Units	⁽⁵⁾	5/30/2010	Common Stock	5600	⁽⁶⁾	D

Explanation of Responses:
( 1)	Options vest 40% on May 27, 2007, 30% on May 25, 2008, 30% on May 31, 2009
( 2)	Options vest 40% on May 25, 2008, 30% on May 31, 2009, 30% on May 30, 2010
( 3)	Share equivalent units vest 100% on May 31, 2009
( 4)	Share equivalent units vest 100% on September 27, 2009
( 5)	Share equivalent units vest 100% on May 30, 2010
( 6)	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

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Batcheler Colleen ONE CONAGRA DRIVE OMAHA, NE 68102			SVP and General Counsel

Signatures
Colleen Batcheler		2/22/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.