Conagra Foods Inc/DE – ‘10-K’ for 5/25/97

As of:  Friday, 8/22/97   ·   For:  5/25/97   ·   Accession #:  912057-97-28887   ·   File #:  2-21378

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         20     80K 
 2: EX-10.1     Material Contract                                      8     38K 
 5: EX-10.14    Material Contract                                     25     85K 
 6: EX-10.16    Material Contract                                      1     10K 
 3: EX-10.4     Material Contract                                      1      8K 
 4: EX-10.5     Material Contract                                     11     36K 
 7: EX-11       Statement re: Computation of Earnings Per Share        2     14K 
 8: EX-12       Exhbit 12                                              2     12K 
 9: EX-13       Annual or Quarterly Report to Security Holders        72    323K 
10: EX-21       Subsidiaries of the Registrant                         3     12K 
11: EX-23       Consent of Experts or Counsel                          1      8K 
12: EX-24       Power of Attorney                                     15     21K 
13: EX-27       Financial Data Schedule (Pre-XBRL)                     2      8K 

10-K   —   Annual Report
Document Table of Contents

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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 25, 1997

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.             ____                                                     

At August 1, 1997, 236,448,174 common shares were outstanding.  The aggregate   
market value of the voting common stock of ConAgra, Inc. held by non-affiliates 
on August 1, 1997, was approximately $16,256.2 million.                         

Documents incorporated by reference are listed on page 2.                       

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   Documents Incorporated by Reference

1.   Portions of the Registrant's Annual Report to Stockholders for the         
  fiscal year ended May 25, 1997 are incorporated into Parts I, II and IV.

2.   Portions of the Registrant's definitive Proxy Statement filed for          
Registrant's 1997 Annual Meeting of Stockholders are incorporated into
Part III.                                                             
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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: 
Grocery & Diversified Products, Refrigerated Foods and Food Inputs &  
   Ingredients.  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 58 and 59 of the
 Company's 1997 Annual Report to Stockholders are incorporated herein by
reference.                                                            

c)   Narrative Description of Business                                          

   The information set forth in the "Business Review" on pages 15 through 33
    of the Company's 1997 Annual Report to Stockholders is incorporated herein
by reference.                                                         

The following comments pertain to the Company as a whole.             

    ConAgra is a diversified food company that 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.                                                    

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ITEM 1.   BUSINESS (Continued)                                                  

d)   Foreign Operations                                                         

   The information set forth in the "Business Review" on pages 15 through 33
    of the Company's 1997 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.                

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ITEM 2.   PROPERTIES (Continued)                                                

 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 (SOLD JULY, 1997)                            
Headquarters in Grand Island, Nebraska.                               
    114 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, Georgia and Florida.                         

CONAGRA DIVERSIFIED PRODUCTS COMPANIES                                          
Headquarters in Eden Prairie, Minnesota.                                        

CONAGRA FOODS LTD.                                                    
Headquarters in Manchester, England.                                  
     Manufacturer of microwave meals and snacks, supplying UK and other European
countries.                                                            

CONAGRA SHRIMP COMPANIES/SINGLETON SEAFOOD COMPANY                    
Headquarters in Tampa, Florida.                                       
Main processing plant and sales office in Tampa, Florida.             

O'DONNELL-USEN U.S.A.                                       
Headquarters in Tampa, Florida.                             
Sales office in Tampa, Florida.                             

MERIDIAN SEAFOOD PRODUCTS                                   
Headquarters in Santa Fe Springs, California.               
Seafood trading company.                                    

MERIDIAN PROCESSING COMPANY                                 
Headquarters in Los Angeles, California.                    
 Processing plant and sales office in Los Angeles, California.

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.       

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ITEM 2.   PROPERTIES (Continued)                                                

 CONAGRA LOCATIONS (Continued)

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, Nebraska.                                                      

HUNT-WESSON, INC.                                                     
Headquarters in Fullerton, California.                                
 Product development facility in Fullerton.  21 manufacturing plants, 12
distribution and customer service centers and over 40 grocery and     
foodservice sales offices serving the U.S. and Canada:                

CONAGRA GROCERY PRODUCTS COMPANIES INTERNATIONAL            

HUNT FOODS COMPANY                                          

HUNT-WESSON FOODSERVICE COMPANY                             

HUNT-WESSON GROCERY PRODUCTS SALES COMPANY                  

ORVILLE REDENBACHER/SWISS MISS FOODS COMPANY                

WESSON/PETER PAN FOODS COMPANY                              

GOLDEN VALLEY MICROWAVE FOODS                                         
Headquarters in Edina, Minnesota.                                     
Five plants in Iowa, Minnesota and Ohio.  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 25 plants in 17 states, processed
meat plant in 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.                                        

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ITEM 2.   PROPERTIES (Continued)                                      

 CONAGRA LOCATIONS (Continued)

AUSTRALIA MEAT HOLDINGS PTY LTD.                                      
Headquarters in Dinmore, Australia.                                   
Nine plants and feedlots in Australia.                                

BEATRICE CHEESE COMPANY                                               
Headquarters in Waukesha, Wisconsin.                                  
    11 facilities located in eight states include natural and processed cheese
    manufacturing, direct and indirect retail sales, foodservice sales, cheese
importing and aerosol.                                                

CONAGRA CATTLE FEEDING COMPANY                                        
Headquarters in Greeley, Colorado.                                    
Three feedlots in Colorado.                                           

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.                        
18 sales and distribution units in 12 states.               

TEXAS SIGNATURE FOODS                                       
Headquarters in Lufkin, Texas.                              
Processing, sales and distribution facilities in Texas.     

CONAGRA REFRIGERATED FOODS FOODSERVICE                                
Headquarters in Geneva, Illinois.                                     

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.                 

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ITEM 2.   PROPERTIES (Continued)                                                

 CONAGRA LOCATIONS (Continued)

MONFORT BEEF AND LAMB COMPANY                                         
Headquarters in Greeley, Colorado.                                    
Ten 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.                                    
Eight sales and distribution branches in seven states.                

SWIFT & COMPANY                                                       
Headquarters in Greeley, Colorado.                                    
Three pork processing plants in Iowa, Minnesota and Kentucky.  Three  
further processing plants in Indiana, Florida and California.         

CONAGRA TRADING & PROCESSING COMPANIES                                          
Headquarters in Omaha, Nebraska.                                                

CONAGRA COMMODITY MANAGEMENT COMPANY                                  
Headquarters in Omaha, Nebraska.                                      
 ConAgra Feed Company has feed mills in three states.  D.R. Johnston, an
international protein trading company, operates in Australia and New  
Zealand.                                                              

CONAGRA COMMODITY SERVICES                                            
Headquarters in Omaha, Nebraska.                                      
Feed Ingredient Merchandising and ConAgra Energy Services in Omaha,   
Nebraska and a protein trading operation in Bremen, Germany.          

CASA DE ORO                                                           
Headquarters in Omaha, Nebraska.                                      
One flour tortilla processing plant in Omaha, Nebraska.               

CONAGRA FLOUR MILLING COMPANY                                         
Headquarters in Omaha, Nebraska.                                      
24 flour mills in 14 states.  Eight country elevators in South Dakota.
  Branded and private label flour, mixes and cornmeal products produced at
   plants in Alabama, Colorado and Texas.  Two joint venture flour mills and
one joint venture elevator in the U.S.                                

CONAGRA GRAIN COMPANIES                                               
Headquarters in Minneapolis, Minnesota.                               
ConAgra Grain Companies consist of a North American network of grain  
merchandising offices and over 80 elevators, river loading facilities,
export elevators and barges.                                          

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ITEM 2.   PROPERTIES (Continued)                                                

 CONAGRA LOCATIONS (Continued)

INTERNATIONAL                                                         
Headquarters in Omaha, Nebraska.                                      
Trading operations in four countries doing business as BDR Agriculture
Ltd., ConAgra International S.A., J.F. Braun and Camerican.  Wool     
    processing plant in Australia.  Poultry and animal feed plants in Portugal
and feed plants in Spain.  Six malt joint ventures with barley malting
 facilities in the United States, Canada, Australia, the United Kingdom,
Uruguay, Argentina, Denmark and China.  Four mushroom farms in Canada,
doing business as Leaver Mushroom.  A food products distribution joint
venture in Mexico.  Two feed plants, a flour mill and dry corn mill in
Puerto Rico, doing business as Molinos de Puerto Rico.                

INTERNATIONAL TRADING                                                 
International fertilizer trading operations headquartered in Savannah,
Georgia.  Joint venture oilseed processing plant in Argentina, doing  
business as Pecom Agra.                                               

KBC TRADING AND PROCESSING 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.       

SERGEANT'S PET PRODUCTS COMPANY                                       
Headquarters in Omaha, Nebraska.                                      
   Manufacturing operations and distribution centers in Virginia and Canada.

OATS/CORN                                                             
Headquarters in Omaha, Nebraska.                                      
     Corn merchandising and processing facilities in Kansas and Bremen, Germany.
Two oat processing facilities in Nebraska and Canada.                 

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 eggs, Mexican food products,
and food oils business headquartered in Texas.  Two garlic and onion  
dehydration and processing facilities with a supporting research and  
development facility in California.  Two onion dehydration plants in  
 Nevada and Texas.  Food plastics and paper products plants in Texas and
   Tennessee.  A lighter fluid facility in Texas.  A plastic packaging plant
  in Texas.  A plastic bags and wrap plant in Georgia.  Charcoal plants in
Texas and Arkansas.  An aluminum foil products plant in Georgia. Seven
charcoal kilns located in Oklahoma, Louisiana and Arkansas.           

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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 non-current liabilities by $135.0 million, with a resulting reduction of
goodwill associated with the Beatrice acquisition of $365.0 million.  Various   
state tax returns of Beatrice 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 42
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.           
Substantial reserves for these matters have been established based on the       
Company'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 its experience in remediating sites.                    

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.  In March 1997, the Environmental Protection 
Agency filed an action in federal district court in Colorado against a          
subsidiary of the Company which operates a pesticide formulation facility in    
Greeley, Colorado seeking civil monetary penalties for violation of the Resource
Conservation and Recovery Act.  The Company is defending both actions.          

 In March 1997, the Company agreed to pay $8.3 million to settle charges
against its Peavey Company unit in federal district court in Indiana.  The      
charges related to mishandling of grain at twelve grain elevators in the        
southeast region over a four-year period ending in 1992.  The criminal plea     
agreement included one felony and three misdemeanors.  The Company also entered 
into a compliance agreement with the United States Department of Agriculture    
which required the implementation of further control systems at grain           
elevators.                                                                      

  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 operations or liquidity.                                  

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

Not applicable.                                                     

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EXECUTIVE OFFICERS OF THE REGISTRANT AS OF AUGUST 15, 1997

                                                        [Enlarge/Download Table]

                                                                          Year Assumed 
Name                Title & Capacity                                Age  Present Office
----                ----------------                                ---  ------------- 
                                                                                       
Philip B. Fletcher  Chairman and Chief Executive Officer             64      1993      

Bruce C. Rohde      Vice Chairman and President                      48      1996      

Kenneth W. DiFonzo  Vice President and Controller                    45      1994      

Dwight J. Goslee    Senior Vice President, Business Systems and                        
                    Development and Chief Information Officer        47      1995      

David J. Gustin     President and Chief Operating Officer,                             
                    ConAgra Grocery Products Companies               46      1996      

Leroy O. Lochmann   President and Chief Operating Officer, ConAgra                     
                    Refrigerated Foods Companies                     62      1995      

Thomas L. Manuel    President and Chief Operating Officer, ConAgra                     
                    Trading and Processing Companies                 50      1994      

Floyd McKinnerney   President and Chief Operating Officer, ConAgra                     
                    Agri-Products Companies                          60      1987      

James P. O'Donnell  Senior Vice President and Chief Financial                          
                    Officer                                          49      1995      

Gerald B. Vernon    Senior Vice President, Human Resources           56      1990      

David R. Willensky  Senior Vice President, Corporate Planning and                      
                    Development                                      46      1994      


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

Bruce C. Rohde became Vice Chairman of the Board and President in   
August 1996.  He previously had been ConAgra's general counsel since 1984.      
He was president of the Omaha-based law firm McGrath, North, Mullin & Kratz,    
P.C. from 1984 to 1996.  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.  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.                                                                           

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 PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER         
MATTERS                                                     

     Incorporated herein by reference to "Investor Information" on page 62 and
Note 16 "Quarterly Results (Unaudited)" on page 60 of the Company's 1997 Annual 
Report to Stockholders.                                                         

ConAgra issued 67,869 shares of its common stock as partial         
consideration for the acquisition of certain assets of Layne & Myers Grain      
Company, Inc. on May 1, 1997. The common stock was issued to the selling        
corporation in reliance on the exemption from registration provided by          
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.         

ITEM 6.   SELECTED FINANCIAL DATA                                               

      Incorporated herein by reference to the information for years 1993 through
1997 on pages 36 and 37 of the Company's 1997 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 38 through 42 and "Objectives and Results" on pages 4 and 5 of the     
Company's 1997 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 43 through 61  
of the Company's 1997 Annual Report to Stockholders are incorporated herein by  
reference:                                                                      

Independent Auditors' Report                                          

 Consolidated Statements of Earnings - Years ended May 25, 1997, May 26,
1996 and May 28, 1995                                                 

Consolidated Balance Sheets - May 25, 1997 and May 26, 1996           

  Consolidated Statements of Common Stockholders' Equity - Years ended May
25, 1997, May 26, 1996 and May 28, 1995                               

   Consolidated Statements of Cash Flows - Years ended May 25, 1997, May 26,
1996 and May 28, 1995                                                 

Notes to Consolidated Financial Statements                            

    The supplementary data regarding quarterly results of operations set forth
     in Note 16 "Quarterly Results (Unaudited)" on page 60 of the Company's 1997
Annual Report to Stockholders is incorporated herein by reference.    

ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES                 

None.                                                                 
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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 25, 1997 and "Section 16(a)             
Beneficial Ownership Reporting Compliance" on page 15 of said Proxy             
Statement.  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 6 through 10, 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 25, 1997.            

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" on page 2 of the Company's Proxy Statement for its Annual        
Meeting of Stockholders to be held on September 25, 1997.                       

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

Incorporated herein by reference to (i) the last three paragraphs of
"Directors' Meetings and Compensation" on page 5, and (ii) the last two         
paragraphs of "Benefit Plans Retirement Programs" on page 10 of the Company's   
Proxy Statement for its Annual Meeting of Stockholders to be held on            
September 25, 1997.                                                             
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 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 1997 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                                                        

There were no reports on Form 8-K filed during the last quarter of the
period covered by this report.                                        

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                                                             Schedule II

CONAGRA, INC. AND SUBSIDIARIES

 Valuation and Qualifying Accounts

52 weeks ended May 25, 1997, May 26, 1996 and May 28, 1995

 (in millions)

                                                                [Download Table]


                                            Additions                            
                                      -------------------                        
                           Balance at                      Deductions  Balance at
                           Beginning   Charged                from      Close of 
Description                of Period  to Income    Other     Reserves    Period  
-----------                ---------  ---------  --------- ----------- --------- 
                                                                                 
Year ended May 25, 1997:                                                         
   Allowance for doubtful                                                        
      receivables           $ 52.1       39.2        -        24.1(1)     $ 67.2 
   Valulation reserve                                                            
     related to                                                                  
     restructuring          $235.8          -        -       235.8(3)          - 

Year ended May 26, 1996:                                                         
   Allowance for doubtful                                                        
      receivables           $ 63.9       34.6       .8(2)     47.2(1)     $ 52.1 
   Valulation reserve                                                            
     related to                                                                  
     restructuring               -      235.8        -           -        $235.8 

Year ended May 28, 1995:                                                         
   Allowance for doubtful                                                        
      receivables           $ 55.9       27.2       .6(2)     19.8(1)     $ 63.9 


(1)  Bad debts charged off, less recoveries.                                    
(2)  Beginning balances of reserve accounts of acquired businesses.             
(3)  Assets written-off to valuation reserve.                                   

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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 25, 1997 and May 26, 1996, and for each of the three     
years (fifty-two weeks) in the period ended May 25, 1997, and have issued our   
report thereon dated July 11, 1997, which report includes an explanatory        
paragraph relating to the adoption of Financial Accounting Standards Board's    
Statement of Financial Accounting Standards No. 121 ACCOUNTING FOR THE          
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF;    
such financial statements and report are included in your 1997 Annual Report    
to Stockholders and 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, present fairly in all material respects the        
information set forth therein.                                                  

/s/ Deloitte & Touche LLP                                                       

DELOITTE & TOUCHE LLP                                                           

Omaha, Nebraska                                                                 
July 11, 1997                                                                   

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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 22nd day of August, 
1997.                                                                           

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 22nd day of August, 1997.                    

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

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

* Philip B. Fletcher, by signing his name hereto, signs this Annual Report on   
behalf of each person 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

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 EXHIBIT INDEX

Number    Description                                                Page No.   
------    -----------                                                --------   

3.1       ConAgra's Certificate of Incorporation, as                            
amended, incorporated herein by reference to                
ConAgra's annual report on Form 10-K for the                
fiscal year ended May 26, 1996.                             

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

4.2       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 . . . . . . . . . . . . . . . . . . . . . . . .

10.2      Second Amendment to ConAgra's Long-Term Senior                        
Management Incentive Plan Operational Document,             
incorporated herein by reference to Exhibit 10.2            
of 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, Rohde, DiFonzo,                   
Goslee, Lochmann, Manuel, McKinnerney, O'Donnell,           
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 20, 1994, Exhibit 10.1 of ConAgra's                     
quarterly report on Form 10-Q for the quarter               
ended November 27, 1994, and Exhibit 10.1 of                
ConAgra's quarterly report on Form 10-Q for the             
quarter ended February 23, 1997.                            

10.4      ConAgra's Employee Flexible Bonus Payment Plan  . . . . . . . . . .   

10.5      ConAgra's 1985 Stock Option Plan, with                                
     amendments thereto  . . . . . . . . . . . . . . . . . . . . . . .

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 EXHIBIT INDEX - (Continued)

Number    Description                                                Page No.   
------    -----------                                                --------   

10.6      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.                                         

10.7      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.                                               

10.8      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.                                               

10.9      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.                                               

10.10     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.                             

10.11     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.                                            

10.12     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.                             

10.13     Second Amendment to the ConAgra Directors' Unfunded                   
Deferred Compensation Plan, incorporated herein             
by reference to Exhibit 10.2 of ConAgra's                   
quarterly report on Form 10-Q for the quarter               
ended February 23, 1997.                                    

10.14     ConAgra Employee Equity Fund Trust Agreement,                         
with Stock Purchase Agreement and Revolving                 
          Promissory Note executed in connection therewith . . . . . . . . . . .

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 EXHIBIT INDEX - (Continued)

Number    Description                                                 Page No.  
------    -----------                                                 --------  

10.15     P. B. Fletcher Incentive Agreement dated July 15,                     
1993, as amended and restated, incorporated                 
herein by reference to ConAgra's annual report on           
Form 10-K for the fiscal year ended May 26, 1996.           

10.16     Amendment to the P.B. Fletcher Incentive Agreement                    
         dated July 11, 1997 . . . . . . . . . . . . . . . . . . . . . . . . .

10.17     Employment Contract between ConAgra and Bruce C.                      
Rohde, incorporated herein by reference to                  
Exhibit 10.1 of ConAgra's quarterly report on               
Form 10-Q for the quarter ended February 23, 1997.          

10.18     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.                             

10.19     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  . . . . . . . .  

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

13        ConAgra's Annual Report to Stockholders for its                       
       fiscal year ended May 25, 1997. . . . . . . . . . . . . . . . . . .

21        Subsidiaries of ConAgra . . . . . . . . . . . . . . . . . . . . . .   

23        Consent of Deloitte & Touche LLP. . . . . . . . . . . . . . . . . .   

24        Powers of Attorney. . . . . . . . . . . . . . . . . . . . . . . . .   

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 25, 1997 (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 10.19 are management contracts or compensatory plans filed as
exhibits pursuant to Item 14(c) of Form 10-K.                                   

20

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		9/25/97		13					DEF 14A
Filed on:		8/22/97
		8/15/97		11
		8/1/97		1
		7/11/97		16		20			8-K
For Period End:		5/25/97		1		20
		5/1/97		12
		2/23/97		18		20			10-Q
		7/12/96		18					8-A12B,  8-K
		5/26/96		12		20			10-K
		5/14/96		18					8-K
		8/27/95		19					10-Q
		5/28/95		12		19			10-K
		2/11/95		18					8-K
		11/27/94		18					10-Q
		6/8/94		18					8-K
		5/29/94		19		20			10-K
		5/20/94		18					424B2
		7/15/93		20
		5/30/93		20
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