ConAgra Foods Announces Results of Tender Offer for Senior Notes Due 2010 and 2011

ConAgra Foods, Inc., (NYSE:CAG) announced today the final results of its offer to purchase up to $609,337,000 principal amount of its 7.875% Senior Notes due 2010 (the �2010 Notes�) and 6.750% Senior Notes due 2011 (the �2011 Notes�) (the �Maximum Tender Offer�).

The Maximum Tender Offer expired at midnight, New York City time, on May 1, 2009 (the��Expiration�). As of the Expiration, an aggregate principal amount of $281,990,000 of the 2010 Notes and $399,692,000 of the 2011 Notes had been validly tendered and not validly withdrawn. ConAgra Foods has accepted for payment an aggregate principal amount of $252,036,000 of the 2010 Notes and $357,294,000 of the 2011 Notes. Because the Maximum Tender Offer was oversubscribed, ConAgra Foods will accept notes as provided in the Offer to Purchase dated April 6, 2009 with a proration factor of 89.4399%.

The total consideration for each $1,000 principal amount of 2010 Notes and 2011 Notes validly tendered in the Maximum Tender Offer prior to 5 p.m., New York City time, on April 17, 2009, and accepted for purchase will be $1,067.50 (the �Total Consideration�), which includes an early tender payment of $30 (the �Early Tender Payment�).

The total consideration for each $1,000 principal amount of 2010 Notes and 2011 Notes validly tendered in the Maximum Tender Offer after 5 p.m., New York City time, on April 17, 2009, but at or prior to midnight, New York City time, on May 1, 2009, and accepted for purchase will be $1,037.50 (the �Late Tender Offer Consideration�), which is the Total Consideration minus the Early Tender Payment.

The settlement date of the Maximum Tender Offer is expected to be May 4, 2009.

Banc of America Securities LLC and J.P. Morgan Securities acted as the dealer managers, and Global Bondholder Services Corporation acted as the depositary and information agent for the Maximum Tender Offer.

ConAgra Foods, Inc., (NYSE: CAG) is one of North America�s leading food companies, with brands in 97 percent of America�s households. Consumers find Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt�s, Marie Callender�s, Orville Redenbacher�s, PAM, Peter Pan, Reddi-wip and many other ConAgra Foods brands in grocery, convenience, mass merchandise, and club stores. ConAgra Foods also has a strong business-to-business presence, supplying potato, other vegetable, spice and grain products to a variety of well-known restaurants, foodservice operators and commercial customers. For more information, please visit us at www.conagrafoods.com

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