Conagra Foods Inc/DE – ‘10-K’ for 5/26/96

As of:  Monday, 8/26/96   ·   For:  5/26/96   ·   Accession #:  23217-96-29   ·   File #:  1-07275

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         17±    71K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws    110±   413K 
 3: EX-10       Material Contract                                      4±    17K 
 4: EX-11       Statement re: Computation of Earnings Per Share        3±    12K 
 5: EX-12       Statement re: Computation of Ratios                    2±    10K 
 6: EX-13       Annual or Quarterly Report to Security Holders        71±   274K 
 7: EX-21       Subsidiaries of the Registrant                         3±    11K 
 8: EX-23       Consent of Experts or Counsel                          1      7K 
 9: EX-24       Power of Attorney                                      4±    16K 
10: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

10-K   —   Annual Report
Document Table of Contents

      SECURITIES AND EXCHANGE COMMISSION
         WASHINGTON, D.C.  20549

         FORM 10-K
(Mark One)                                                              
[x]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF    
        THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

      For the fiscal year ended May 26, 1996

      OR

[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
           THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

      For the transition period from ________________ to _______________

          Commission File No. 1-7275

         CONAGRA, INC.
               (Exact name of registrant, as specified in charter)

A Delaware Corporation                               47-0248710                 
(State of Incorporation)                            (I.R.S. Employer's Number)  

One ConAgra Drive                                                               
Omaha, Nebraska                                      68102-5001                 
(Address of principal executive office)              (Zip Code)                 

Registrant's telephone number, including area code   (402) 595-4000             

Securities Registered Pursuant to Section 12 (b) of the Act:                    

                                               Name of Exchange on
Title of Each Class                                   Which Registered          
Common Stock, $5.00 par value                         New York Stock Exchange   

Indicate by check mark whether the Registrant (1) has filed all reports         
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of  
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports), and (2) has been subject to      
such filing requirements for the past 90 days.                                  
Yes __X__          No _____                                         

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of Registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to     
this Form 10-K.   ___X__                                                        

At August 2, 1996, 240,742,313 common shares were outstanding.  The aggregate   
market value of the voting common stock of ConAgra, Inc. held by non-           
affiliates on August 2, 1996, was approximately $10,502,383,405.                

Documents incorporated by reference are listed on page 2.                       

             Documents Incorporated by Reference

1.   Portions of the Registrant's Annual Report to Stockholders for the fiscal  
year ended May 26, 1996 are incorporated into Parts I, II and IV.     

2.   Portions of the Registrant's definitive Proxy Statement filed for          
Registrant's 1996 Annual Meeting of Stockholders are incorporated into
Part III.                                                             

              PART I

 This 10-K report contains certain forward-looking statements, including
such statements in the documents incorporated herein by reference.  The         
statements reflect management's current views and estimates of future economic  
circumstances, industry conditions, Company performance and financial results.  
The statements are based on many assumptions and factors including              
availability and prices of raw materials, product pricing, competitive          
environment and related market conditions, operating efficiencies, access to    
capital and actions of governments.  Any changes in such assumptions or         
factors could produce significantly different results.                          

ITEM 1.     BUSINESS                                                            

a)   General Development of Business                                            

   Nebraska Consolidated Mills Company, which was originally incorporated in
Nebraska on September 29, 1919, changed its name to ConAgra, Inc.     
  ("ConAgra" or the "Company") on February 25, 1971, and since December 5,
1975, has been incorporated in Delaware.                              

b)   Financial Information About Industry Segments                              

The Company's businesses are classified into three industry segments: 
Food Inputs & Ingredients, Refrigerated Foods and Grocery/Diversified 
Products.  The contributions of each industry segment to net sales and
operating profit, and the identifiable assets attributable to each    
industry segment set forth in Note 15 "Business Segments" on pages    
49 and 50 of the Company's 1996 Annual Report to Stockholders are     
incorporated herein by reference.                                     

c)   Narrative Description of Business                                          

  The information set forth in the "Business Review" on pages 7 through 26
of the Company's 1996 Annual Report to Stockholders is incorporated   
herein by reference.                                                  

The following comments pertain to the Company as a whole.             

  ConAgra operates "across the food chain," from basic agricultural inputs
to production and sale of branded consumer products.  As a result,    
ConAgra uses many different raw materials, the bulk of which are      
commodities.  Raw materials are generally available from several      
   different sources and ConAgra presently believes that it can obtain these
as needed.                                                            

Each business is highly competitive.  Many companies compete in one or
 more of the markets served by ConAgra, some of which have greater sales
and assets than ConAgra.                                              

Quality control processes at principal manufacturing places emphasize 
 applied research and technical services directed at product improvement
and quality control.  In addition, the Refrigerated Foods and the     
   Grocery/Diversified Products segments conduct research activities related
to the development of new products.                                   

   Many of ConAgra's facilities and products are subject to various laws and
  regulations administered by the United States Department of Agriculture,
   the Federal Food and Drug Administration, and other federal, state, local
and foreign governmental agencies relating to the quality of products,
  sanitation, safety and environmental control.  The Company believes that
  it complies with such laws and regulations in all material respects, and
  that continued compliance with such regulations will not have a material
   effect upon capital expenditures, earnings or the competitive position of
the Company.                                                          

 ConAgra and its subsidiaries have more than 80,000 employees, primarily
in the United States.                                                 

d)   Foreign Operations                                                         

  The information set forth in the "Business Review" on pages 7 through 26
of the Company's 1996 Annual Report to Stockholders is incorporated   
 herein by reference.  The Company is not engaged in material operations
in foreign countries, nor are material portions of sales or revenues  
derived from customers in foreign countries.                          

ITEM 2.     PROPERTIES                                                          

   The Company's corporate headquarters are located in Omaha, Nebraska.  The
 headquarters and principal operating locations of each business are set
forth on the following list of "ConAgra Locations."                   

   The Company maintains a number of distribution facilities, in addition to
distribution facilities and warehouse space available at substantially
all of its manufacturing facilities.                                  

Utilization of manufacturing capacity varies by type of product       
 manufactured, plant and week.  In general, ConAgra operates most of its
  manufacturing facilities in excess of 80% of standard industry capacity.
  Standards vary by industry from 40 hours per week to 144 hours per week.

Most principal manufacturing facilities are held in fee.  However,    
 certain parcels of land, machinery and buildings, and substantially all
of ConAgra's transportation equipment used in its processing and      
merchandising operations, including covered rail hopper cars and      
river barges, are leased.                                             

CONAGRA LOCATIONS 

CONAGRA AGRI-PRODUCTS COMPANIES                                                 
Headquarters in Greeley, Colorado.                                              

United Agri Products Companies                                                  
Headquarters in Greeley, Colorado.                                              
Over 350 field sales, administration, warehouse, rail, formulation and joint    
venture locations in the United States, Canada, United Kingdom, Mexico and      
Chile.  Businesses are involved with crop protection products, seed, liquid     
and dry fertilizer operations and one terminal facility.                        

ConAgra Retail Companies                                                        
Headquarters in Grand Island, Nebraska.                                         
120 stores under the Country General, Wheelers, S&S, Security Feed & Seed,      
Wheelers Town & Country, and Peavey Ranch and Home names in the states of       
Nebraska, Iowa, Kansas, Colorado, Wyoming, Montana, South Dakota, North         
Dakota, Oklahoma, Texas, California, Georgia, and Florida.                      

CONAGRA DIVERSIFIED PRODUCTS COMPANIES                                          
Headquarters in Eden Prairie, Minnesota.                                        

Arrow Industries, Inc.                                                          
Headquarters in Carrollton, Texas.                                              
Ten plants in Texas, Tennessee, Arkansas, Colorado and Georgia; seven charcoal  
kilns located in Oklahoma, Louisiana and Arkansas.                              

ConAgra Foods Ltd.                                                              
Manufacturer of microwave meals and snacks based in Manchester, England,        
supplying UK and other European countries.                                      

ConAgra Pet Products Company                                                    
Headquarters in Omaha, Nebraska.                                                
Manufacturing operations and distribution centers in Nebraska, Virginia and     
Canada.                                                                         

ConAgra Shrimp Companies/Singleton Seafood Company                              
Headquarters in Tampa, Florida.                                                 
Main processing plant in Florida; sales offices in Florida and Louisiana.       

O'Donnell-Usen U.S.A.                                                 
Headquarters in Tampa, Florida.                                       
Processing facilities in Tampa, Florida.                              

Meridian Seafood Products, Inc.                                       
Headquarters in Santa Fe Springs, California.                         
Seafood trading company.                                              

Gelazur                                                               
Headquarters in Nice, France.                                         
50% owned seafood joint venture.                                      

Lamb-Weston, Inc.                                                               
Headquarters in Kennewick, Washington.                                          
12 plants in Idaho, Oregon, Washington, Minnesota (50-percent owned) and the    
Netherlands (50-percent owned).  Product development facility in Richland,      
Washington.  Export sales office in Portland, Oregon.                           

CONAGRA GROCERY PRODUCTS COMPANIES                                              
Headquarters in Fullerton, California.                                          

ConAgra Frozen Foods                                                            
Headquarters in Omaha, Nebraska.                                                
Seven plants in Arkansas, Iowa, Missouri and Virginia.  Two broiler growing     
and processing complexes in Arkansas.  Product development facility in Omaha.   

Hunt-Wesson, Inc.                                                               
Headquarters in Fullerton, California.                                          
Product development facility in Fullerton.  23 manufacturing plants, 14         
distribution and customer service centers and 43 grocery and food service       
sales offices in 24 states and Canada serving:                                  

ConAgra Grocery Products Companies International                      

Hunt Foods Company                                                    

Hunt-Wesson Foodservice Company                                       

Hunt-Wesson Grocery Products Sales Company                            

Knott's Berry Farm Foods                                              

LaChoy/Rosarita Foods Company                                         

Orville Redenbacher/Swiss Miss Foods Company                          

Wesson/Peter Pan Foods Company                                        

Golden Valley Microwave Foods, Inc.                                             
Headquarters in Edina, Minnesota.                                               
Eight plants in Illinois, Indiana, Iowa, Minnesota, Ohio and Washington.        
Popcorn storage warehouse in Nebraska, product development facility in Eden     
Prairie, Minnesota and microwave packaging production facility in Maple Grove,  
Minnesota.                                                                      

CONAGRA REFRIGERATED FOODS COMPANIES                                            
Headquarters in Geneva, Illinois.                                               

Armour Swift-Eckrich                                                            
Headquarters in Downers Grove, Illinois.                                        
Product development in Downers Grove and 29 plants in 19 states, processed      
meat plants in France, Portugal and Panama, and a food distribution center in   
Puerto Rico, serving:                                                           

Armour Swift-Eckrich Processed Meats Company                          

Butterball Turkey Company                                             

Decker Food Company                                                   

Longmont Foods Company                                                

National Foods, Inc.                                                  

Australia Meat Holdings Pty Ltd.                                                
Headquarters in Dinmore, Australia.                                             
Nine plants and feedlots in Australia.                                          

Beatrice Cheese Company                                                         
Headquarters in Waukesha, Wisconsin.                                            
13 facilities located in 9 states includes natural and processed cheese         
manufacturing, direct and indirect retail sales, foodservice sales, cheese      
importing and aerosol.                                                          

ConAgra Fresh Meats Company                                                     
Headquarters in Greeley, Colorado.                                              
Four plants in Idaho, Nebraska, Colorado and Alabama and a feedlot in Idaho.    

ConAgra Poultry Company                                                         
Headquarters in Duluth, Georgia.                                                

ConAgra Broiler Company                                               
Headquarters in Duluth, Georgia.                                      
Eight broiler growing and processing divisions in Alabama, Arkansas,  
Georgia, Louisiana and Puerto Rico.                                   

Professional Food Systems                                             
Headquarters in El Dorado, Arkansas.                                  
23 sales and distribution units in 13 states.                         

Country Skillet Catfish Company                                       
Headquarters in Isola, Mississippi.                                   
Processing operations (50-percent owned) in Isola and Belzoni,        
Mississippi.                                                          

ConAgra Refrigerated Foods International Sales Corporation                      
Headquarters in Greeley, Colorado.                                              

Cook Family Foods, Ltd.                                                         
Headquarters in Lincoln, Nebraska.                                              
Two plants in Nebraska and Kentucky.                                            

E. A. Miller, Inc.                                                              
Headquarters in Hyrum, Utah.                                                    
Processing facilities in Utah and a feedlot in Idaho.                           

Monfort Beef and Lamb Company                                                   
Headquarters in Greeley, Colorado.                                              
Nine plants in Colorado, Kansas, Nebraska and Texas.  Three feedlots in         
Colorado.                                                                       

Monfort Finance Company                                                         
Headquarters in Greeley, Colorado.                                              

Monfort Food Distribution Co.                                                   
Headquarters in Greeley, Colorado.                                              
12 sales and distribution branches in ten states.                               

Swift & Company                                                                 
Headquarters in Greeley, Colorado.                                              
Four plants in Iowa, Minnesota, Kentucky and Indiana.                           

CONAGRA TRADING & PROCESSING COMPANIES                                          
Headquarters in Omaha, Nebraska.                                                

ConAgra Commodity Management Company                                            
Headquarters in Omaha, Nebraska.                                                
Feed Ingredient Merchandising and ConAgra Energy Services in Omaha, Nebraska    
and a protein trading operation in Bremen, Germany.  ConAgra Feed Company has   
feed mills in three states and D.R. Johnston, an international protein trading  
company, operates in Australia and New Zealand.                                 

ConAgra Europe                                                                  
Poultry and animal feed plants in Portugal and feed plants in Spain.            

ConAgra Flour Milling Company                                                   
Headquarters in Omaha, Nebraska.                                                
24 flour mills in 13 states.  Eight country elevators in South Dakota.          
Branded and private label flour, mixes and cornmeal products produced at        
plants in Alabama, Colorado and Texas.  Six joint venture flour mills, two in   
the U.S. and four in Canada.                                                    

ConAgra Grain Companies                                                         
Headquarters in Minneapolis, Minnesota.                                         
ConAgra Grain Companies consist of a U.S. network of Peavey Grain               
Merchandising offices and over 80 elevators, river loading facilities, export   
elevators and barges.                                                           

ConAgra Specialty Grain Products Company                                        
Headquarters in Omaha, Nebraska.                                                
Oat milling and merchandising operations in Nebraska and Canada, with a joint   
venture in the United Kingdom.  One wheat flour tortilla processing plant in    
Omaha, Nebraska.  Corn processing and merchandising operations in Atchison,     
Kansas and Brake, Germany.  Six malt  joint ventures  with barley malting       
facilities in the United States, Canada, Australia, the United Kingdom,         
Uruguay, Argentina, Denmark and China.  Four mushrooms farms in Canada,         
headquartered in Campbellville, Canada.                                         

International Trading                                                           
Headquarters in Minneapolis, Minnesota.                                         
International trading offices in eight countries, doing business as ConAgra     
International Fertilizer Co., ConAgra Wool Pty. Ltd., ConAgra International     
S.A., BDR (Agriculture) LTD., J.F. Braun and Camerican.  Wool processing        
plants in Australia.  Joint venture oilseed processing plant in Argentina.      

Klein-Berger Company                                                            
Headquarters in Stockton, California.                                           
Operates over 40 facilities processing edible beans in nine states and South    
America and one walnut processing facility in California.                       

Molinos de Puerto Rico                                                          
Headquarters in San Juan, Puerto Rico.                                          
Two feed plants, a flour mill and a dry corn mill in Puerto Rico.               

United Specialty Food Ingredients Companies                                     
Headquarters in Carol Stream, Illinois.                                         
Two dehydrated food ingredients plants and a research and development facility  
in Kentucky.  A dehydrated food ingredients plant and animal feed ingredients   
plant in Minnesota.  A spice plant and research and development facility in     
Illinois and seasoning plants in Massachusetts, Michigan and New Jersey, with   
supporting research and development facilities.  A flavorings plant in New      
Jersey.  Food ingredients distribution business headquartered in Iowa with      
distribution centers in Texas and Colorado.  Chili products plants located in   
California (two), New Mexico, and Santiago, Chile, with a research and          
development facility in California.  A specialty marketing business with        
processed egg sales office in Mississippi, and food oils business               
headquartered in Texas.                                                         

ITEM 3.     LEGAL PROCEEDINGS                                                   

In fiscal 1991, ConAgra acquired Beatrice Company ("Beatrice").  As a 
result of the acquisition and the significant pre-acquisition tax and 
other contingencies of the Beatrice businesses and its former         
 subsidiaries, the consolidated post-acquisition financial statements of
ConAgra reflected significant liabilities and valuation allowances    
associated with the estimated resolution of these contingencies.      

  As a result of a settlement reached with the Internal Revenue Service in
   fiscal 1995, ConAgra released $230.0 million of a valuation allowance and
reduced noncurrent liabilities by $135.0 million, with a resulting    
  reduction of goodwill associated with the Beatrice acquisition of $365.0
  million.  Federal income tax returns of Beatrice for its fiscal 1990 and
various state tax returns remain open.  However, after taking into    
  account the foregoing adjustments, management believes that the ultimate
resolution of all remaining pre-acquisition Beatrice tax contingencies
should not exceed the reserves established for such matters.          

Beatrice is also engaged in various litigation and environmental      
proceedings related to businesses divested by Beatrice prior to its   
   acquisition by ConAgra.  The environmental proceedings include litigation
and administrative proceedings involving Beatrice's status as a       
potentially responsible party at 43 Superfund, proposed Superfund or  
   state-equivalent sites.  Beatrice has paid or is in the process of paying
its liability share at 40 of these sites.  Beatrice has established   
 substantial reserves for these matters.  The environmental reserves are
based on Beatrice's best estimate of its undiscounted remediation     
   liabilities, which estimates include evaluation of investigatory studies,
   extent of required cleanup, the known volumetric contribution of Beatrice
   and other potentially responsible parties and Beatrice's prior experience
in remediating sites.  Management believes the ultimate resolution of 
   such Beatrice legal and environmental contingencies should not exceed the
reserves established for such matters.                                

In March 1996, the Environmental Protection Agency filed an action in 
   federal district court in Idaho against the Company as owner and operator
  of a beef packing plant in Nampa, Idaho seeking civil monetary penalties
  for alleged violations of the Clean Water Act.  The Company is defending
the action.                                                           

  ConAgra is party to a number of other lawsuits and claims arising out of
 the operation of its businesses.  After taking into account liabilities
recorded for all of the foregoing matters, management believes the    
ultimate resolution of such matters should not have a material adverse
effect on ConAgra's financial condition, results of operation or      
liquidity.                                                            

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 

Not applicable.                                                       

EXECUTIVE OFFICERS OF THE REGISTRANT    
                                                                  Year
                                                                     Assumed
                                                                     Present
Name                  Title & Capacity                           Age   Office   

Philip B. Fletcher    Chairman and Chief Executive Officer        63     1993   

Kenneth W. DiFonzo    Vice President and Controller               44     1994   

Dwight J. Goslee      Senior Vice President, Business                           
Systems and Development and Chief   
                   Information Officer                         46     1995

David J. Gustin       President and Chief Operating Officer,                    
                   ConAgra Grocery Products Companies          45     1996

Leroy O. Lochmann     President and Chief Operating Officer,                    
                   ConAgra Refrigerated Foods Companies        61     1995

Thomas L. Manuel      President and Chief Operating Officer,                    
                   ConAgra Trading and Processing Companies    49     1994

Floyd McKinnerney     President and Chief Operating Officer,                    
                   ConAgra Agri-Products Companies             59     1987

James P. O'Donnell    Senior Vice President and Chief Financial                 
                   Officer                                     48     1995

L. B. Thomas          Senior Vice President, Corporate Secretary                
                   and Risk Officer                            60     1993

Gerald B. Vernon      Senior Vice President, Human Resources      55     1990   

James D. Watkins      President and Chief Operating Officer,                    
                   ConAgra Diversified Products Companies      48     1993

David R. Willensky    Senior Vice President, Corporate Planning                 
                   and Development                             45     1994

The foregoing have held management positions with ConAgra for the past
five years, except as follows:                                                  

David J. Gustin was president of Orville Redenbacher/Swiss Miss Foods 
Company for ConAgra Grocery Products Companies from 1992 to 1995, and became    
president of Hunt-Wesson Grocery Products Companies in 1995.  He was named to   
his current position in July 1996.  Prior to 1992 Mr. Gustin served with        
Frito-Lay, Inc. and General Foods Corporation.  David R. Willensky, joined      
ConAgra in March 1994, having most recently served as managing director of      
California Strategic Investors, a firm he started in 1991.                      

       PART II

ITEM 5.     MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED STOCKHOLDERS     
MATTERS                                                 

  Incorporated herein by reference to "Investor Information" on the inside
back cover and Note 16 "Quarterly Results (Unaudited)" on page 51 of the        
Company's 1996 Annual Report to Stockholders.                                   

ITEM 6.     SELECTED FINANCIAL DATA                                             

Incorporated herein by reference to the information for years 1992    
through 1996 on pages 28 and 29 of the Company's 1996 Annual Report to          
Stockholders.                                                                   

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND     
RESULTS OF OPERATIONS                                   

  Incorporated herein by reference to "Management's Discussion & Analysis"
on pages 30 through 34 and "Objectives and Results" on pages 4 and 5 of the     
Company's 1996 Annual Report to Stockholders.                                   

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                         

The following consolidated financial statements of ConAgra, Inc. and  
Subsidiaries and Independent Auditors' Report set forth on pages 35 through 52  
of the Company's 1996 Annual Report to Stockholders are incorporated herein by  
reference:                                                                      

Independent Auditors' Report                                          

 Consolidated Statements of Earnings - Years ended May 26, 1996, May 28,
1995, and May 29, 1994                                                

Consolidated Balance Sheets - May 26, 1996 and May 28, 1995           

  Consolidated Statements of Common Stockholders' Equity - Years ended May
26, 1996, May 28, 1995, and May 29, 1994                              

   Consolidated Statements of Cash Flows - Years ended May 26, 1996, May 28,
1995, and May 29, 1994                                                

Notes to Consolidated Financial Statements                            

The supplementary data regarding quarterly results of operations set  
forth in Note 16 "Quarterly Results (Unaudited)" on page 51 of the    
Company's 1996 Annual Report to Stockholders is incorporated herein by
reference.                                                            

ITEM 9.     DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES               

None.                                                                 

  PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                 

  Incorporated herein by reference to "Board of Directors and Election" on
pages 2 through 4 of the Company's Proxy Statement for its Annual Meeting of    
Stockholders to be held on September 26, 1996.  Information concerning all      
Executive Officers of the Company is included in Part I above.                  

ITEM 11.     EXECUTIVE COMPENSATION                                             

  Incorporated herein by reference to (i) "Executive Compensation" through
"Benefit Plans Retirement Programs" on pages 5 through 8, and (ii) information  
on director compensation on pages 4 and 5 of the Company's Proxy Statement for  
its Annual Meeting of Stockholders to be held on September 26, 1996.            

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     

 Incorporated herein by reference to "Voting Securities and Ownership by
Certain Beneficial Owners" and "Voting Securities Owned by Executive Officers   
and Directors as of August 2, 1996" on page 2 of the Company's Proxy Statement  
for its Annual Meeting of Stockholders to be held on September 26, 1996.        

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     

Incorporated herein by reference to (i) "Human Resources Committee    
Interlocks and Insider Participation" on page 10, (ii) the last full paragraph  
of "Directors' Meetings and Compensation" on page 5, and (iii) the last         
paragraph of "Benefit Plans Retirement Programs " on page 8 of the Company's    
Proxy Statement for its Annual Meeting of Stockholders to be held on September  
26, 1996.                                                                       

PART IV         

ITEM 14.     EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K            

a)     List of documents filed as part of this report:              

1.     Financial Statements                                         

           All financial statements of the company as set forth under Item 8
of this report on Form 10-K.                          

2.     Financial Statement Schedules                                

Schedule                                       Page   
Number     Description                         Number 

II        Valuation and Qualifying Accounts     15  

          All other schedules are omitted because they are not applicable,
          or not required, or because the required information is included
         in the consolidated financial statements, notes thereto, or the
          Management's Discussion & Analysis section of the Company's 1996
Annual Report to Stockholders.                        

           Separate financial statements of the registrant have been omitted
  because the registrant meets the requirements permitting
omission.                                             

3.     Exhibits                                                     

  All exhibits as set forth on the Exhibit Index, which is
incorporated herein by reference.                     

b)     Reports on Form 8-K                                          

   The Company filed a report on Form 8-K dated May 14, 1996
           reporting (i) a major restructuring program and other initiatives
            (described in the documents incorporated by reference in this 10-K
      report), and (ii) amendments to the Company's bylaws setting
          forth certain procedures which stockholders must follow in order
           to nominate a director or present any other business at an annual
      stockholders' meeting.  The Company also filed an 8-K report
           dated July 12, 1996 announcing the adoption of a new Stockholders
     Rights Plan effective when the Company's prior Stockholders
Rights Plan expired on July 24, 1996.                 

                                                           Schedule II

        CONAGRA, INC. AND SUBSIDIARIES

     Valuation and Qualifying Accounts

                52 weeks ended May 26, 1996, May 28, 1995 and May 29, 1994

     (in millions)

                      Balance at        Additions     Deductions  Balance at
                      Beginning   Charged                from       Close of
Description             of Period   to Income  Other(2)  Reserves(1)   Period   

Year ended May 26, 1996:                                                        
Allowance for doubtful                                                    
 receivables             $63.9       34.6       .8         47.2       52.1

Year ended May 28, 1995:                                                        
Allowance for doubtful                                                    
 receivables             $55.9       27.2       .6         19.8       63.9

Year ended May 29, 1994:                                                        
Allowance for doubtful                                                    
 receivables             $47.5       24.8        -         16.4       55.9

(1)     Bad debts charged off, less recoveries.                                 
(2)     Beginning balances of reserve accounts of acquired businesses.          

INDEPENDENT AUDITORS' REPORT                                                    

The Stockholders and Board of Directors                                         
ConAgra, Inc.                                                                   
Omaha, Nebraska                                                                 

We have audited the consolidated financial statements of ConAgra,               
Inc. and subsidiaries as of May 26, 1996 and May 28, 1995, and for              
each of the three years (fifty-two weeks) in the period ended May               
26, 1996, and have issued our report thereon dated July 12, 1996;               
such financial statements and report are incorporated by reference              
in this Form 10-K.  Our audits also included the financial                      
statement schedule of ConAgra, Inc. and subsidiaries, listed in                 
Item 14.  This financial statement schedule is the responsibility of            
the Company's management.  Our responsibility is to express an                  
opinion based on our audits.  In our opinion, such financial                    
statement schedule, when considered in relation to the basic                    
consolidated financial statements taken as a whole, presents fairly             
in all material respects the information set forth therein.                     

/s/ Deloitte & Touche LLP                                                       

DELOITTE & TOUCHE LLP                                                           

Omaha, Nebraska                                                                 
July 12, 1996                                                                   

        SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, ConAgra, Inc. has caused this report to be signed on its  
behalf by the undersigned, thereunto duly authorized on the 23rd day of         
August, 1996.                                                                   

CONAGRA, INC.                               

/s/ Philip B. Fletcher                      
Philip B. Fletcher                          
Chairman and Chief Executive Officer        

/s/ James P. O'Donnell                      
James P. O'Donnell                          
Senior Vice President and                   
         Chief Financial Officer (Principal Financial Officer)

/s/ Kenneth W. DiFonzo                      
Kenneth W. DiFonzo                          
             Vice President, Controller (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this       
report has been signed below by the following persons on behalf of the          
Registrant and in the capacities indicated on the 23rd day of August, 1996.     

/s/ Philip B. Fletcher                                                          
Director                    
Philip B. Fletcher                                                              

Charles M. Harper*        Director                                              
Robert A. Krane*          Director                                              
Gerald Rauenhorst*        Director                                              
Carl E. Reichardt*        Director                                              
Ronald W. Roskens*        Director                                              
Marjorie Scardino*        Director                                              
Walter Scott, Jr.*        Director                                              
William G. Stocks*        Director                                              
Jane J. Thompson*         Director                                              
Frederick B. Wells*       Director                                              
Thomas R. Williams*       Director                                              
Clayton Yeutter*          Director                                              

* Philip B. Fletcher, by signing his name hereto, signs this Annual Report on   
behalf of each persons indicated.  A Power-of-Attorney authorizing Philip B.    
Fletcher to sign this Annual Report on Form 10-K on behalf of each of the       
indicated Directors of ConAgra, Inc. has been filed herein as exhibit 24.       

By:     /s/ Philip B. Fletcher                
Philip B. Fletcher            
Attorney-In-Fact              

               EXHIBIT INDEX

Number    Description                                              Page No.     

3.1       ConAgra's Certificate of Incorporation, as amended       21           

3.2       ConAgra's Bylaws, as amended, incorporated herein by reference to     
ConAgra's current report on Form 8-K dated May 14, 1996.    

4.1       Rights Agreement dated July 10, 1986, with First Amendment thereto    
  dated as of September 28, 1989, and Certificates thereto dated
December 1, 1986, December 1, 1989 and December 2, 1991,    
  incorporated herein by reference to ConAgra's annual report on
Form 10-K for the fiscal year ended May 28, 1995.           

4.2       Rights Agreement dated as of July 12, 1996, incorporated herein by    
    reference to ConAgra's current report on Form 8-K dated July 12,
1996.                                                       

4.3       Documents establishing Series A, Series B and Series C of Preferred   
 Securities of ConAgra Capital, L.L.C., incorporated herein by
    reference to ConAgra's current reports on Form 8-K dated June 8,
1994 and February 11, 1995.                                 

10.1     ConAgra's Amended and Restated Long-Term Senior Management             
  Incentive Plan, Amendment thereto, and Operational Document, and
     Amendment thereto, incorporated herein by reference to Exhibit 10.1
   of ConAgra's annual report on Form 10-K for the fiscal year ended
       May 31, 1992 and Exhibit 10.2 to ConAgra's annual report on Form 10-K
for the fiscal year ended May 29, 1994.                       

10.2     Second Amendment to ConAgra's Long-Term Senior Management              
       Incentive Plan Operational Document, incorporated herein by reference
 to Exhibit 10.2 to ConAgra's annual report on Form 10-K for the
fiscal year ended May 28, 1995.                               

10.3     Form of Employment Agreement between ConAgra and each of               
Messrs. Fletcher, Crosson, DiFonzo, Goslee, Lochmann, Manuel, 
    McKinnerney, O'Donnell, Thomas, Vernon and Willensky, incorporated
   herein by reference to Exhibit 10.4 of ConAgra's annual report on
      Form 10-K for the fiscal year ended May 29, 1994 and Exhibit 10.1 of
ConAgra's quarterly report on Form 10-Q for the quarter ended 
November 27, 1994.                                            

10.4     ConAgra's 1982 Stock Option Plan, with amendment thereto,              
      incorporated herein by reference to Exhibit 10.6 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 31, 1992.   

10.5     ConAgra's Employee Flexible Bonus Payment Plan, incorporated herein    
      by reference to Exhibit 10.7 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 31, 1992.                       

10.6     ConAgra's 1985 Stock Option Plan, with amendments thereto,             
      incorporated herein by reference to Exhibit 10.8 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 31, 1992 and
     Exhibit 10.8 of ConAgra's annual report on Form 10-K for the fiscal
year ended May 30, 1993.                                      

10.7     ConAgra Non-Qualified CRISP Plan, incorporated herein by reference to  
     Exhibit 10.9 of ConAgra's annual report on Form 10-K for the fiscal
year ended May 29, 1994.                                      

10.8     ConAgra Non-Qualified Pension Plan, and First Amendment thereto,       
       incorporated herein by reference to Exhibit 10.10 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 29, 1994.   

10.9     ConAgra Supplemental Pension and CRISP Plan for Change of Control,     
       incorporated herein by reference to Exhibit 10.11 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 29, 1994.   

10.10    ConAgra Incentives and Deferred Compensation Change of Control Plan,   
       incorporated herein by reference to Exhibit 10.12 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 29, 1994.   

10.11    ConAgra 1990 Stock Plan, and amendments thereto, incorporated herein   
       by reference to Exhibit 10.11 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 28, 1995.                       

10.12    ConAgra 1995 Stock Plan, incorporated herein by reference to Exhibit   
       10.1 of ConAgra's quarterly report on Form 10-Q for the quarter ended
August 27, 1995.                                              

10.13    ConAgra Directors' Unfunded Deferred Compensation Plan, and First      
      Amendment thereto, incorporated herein by reference to Exhibit 10.12
   of ConAgra's annual report on Form 10-K for the fiscal year ended
May 28, 1995.                                                 

10.14    ConAgra Employee Equity Fund Trust Agreement, with Stock Purchase      
Agreement and Revolving Promissory Note executed in connection
       therewith, incorporated herein by reference to Exhibits A, B and C of
ConAgra's current report on Form 8-K dated August 6, 1992.    

10.15    P. B. Fletcher Incentive Agreement dated July 15, 1993, as amended     
and restated                                             153  

10.16    C.M. Harper Deferred Compensation Agreement, incorporated herein by    
    reference to Exhibit 10.18 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 30, 1993.                       

10.17    ConAgra Executive Annual Incentive Plan, incorporated herein by        
    reference to Exhibit 10.20 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 29, 1994.                       

11       Statement regarding computation of income per share      157           

12       Statement regarding computation of ratio of earnings to fixed charges  
     and ratio of earnings to combined fixed charges and preferred stock
dividends                                                159  

13       ConAgra's Annual Report to Stockholders for its fiscal year ended      
May 26, 1996                                             161  

21       Subsidiaries of ConAgra                                  221           

23       Consent of Deloitte & Touche LLP                         224           

24       Powers of Attorney                                       225           

27       Financial Data Schedule                                                

Pursuant to Item 601 (b) (4) of Regulation S-K, certain instruments with        
respect to ConAgra's long-term debt are not filed with this Form 10-K.          
ConAgra will furnish a copy of any such long-term debt agreement to the         
Securities and Exchange Commission upon request.                                

Except for those portions of the ConAgra annual report to stockholders for its  
fiscal year ended May 26, 1996 (Exhibit 13) specifically incorporated by        
reference in this report on Form 10-K, such annual report is furnished solely   
for the information of the Securities and Exchange Commission and is not to be  
deemed "filed" as a part of this filing.                                        

Items 10.1 through 10.17 are management contracts or compensatory plans filed   
as exhibits pursuant to Item 14 (c) of Form 10-K.                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		9/26/96		DEF 14A,  PRE 14A
Filed on:		8/26/96		8-K
		8/2/96
		7/24/96
		7/12/96		8-A12B,  8-K
For Period End:		5/26/96
		5/14/96		8-K
		8/27/95		10-Q
		5/28/95		10-K
		2/11/95		8-K
		11/27/94		10-Q
		6/8/94		8-K
		5/29/94		10-K
		7/15/93
		5/30/93
		8/6/92
		5/31/92
				List all Filings