Registration No. 333-______
=================================================================

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549

            __________________________________________            
                               
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
            __________________________________________


                          CONAGRA, INC.
        (Exact Name of Issuer as Specified in its Charter)


                Delaware                         47-0248710
     (State or Other Jurisdiction of         (I.R.S. Employer
     Incorporation of Organization)          Identification No.)


               ConAgra, Inc.
               One ConAgra Drive
               Omaha, Nebraska                      68102
     (Address of Principal Executive Offices)     (Zip Code)

             ______________________________________               
                      
       ConAgra Long-Term Senior Management Incentive Plan
              Employee Flexible Bonus Payment Plan
                    (Full Title of the Plan)
             ______________________________________ 

            James P. O'Donnell, Senior Vice President
                   and Chief Financial Officer
                          ConAgra, Inc.
                        One ConAgra Drive
                     Omaha, Nebraska  68102
             (Name and Address of Agent for Service)

             Telephone Number, Including Area Code,
               of Agent for Service:  402-595-4000

           CALCULATION OF ADDITIONAL REGISTRATION FEE
====================================================================
Title of    Amount to   Proposed maxi-   Proposed maxi-   Amount of
securi-     be regis-   mum offering     mum aggregate    registra-
ties to be  tered       price per        offering price*  tion fee
registered              share*
___________________________________________________________________

Common      1,700,000    $49.94          $84,898,000      $25,730
Stock

     *    Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) on the basis of the average
of the high and low sales prices as reported in the consolidated
reporting system on December 6, 1996.

<PAGE>

     ConAgra, Inc. ("ConAgra") has previously filed a registration
statement (Reg. No. 33-52330, the "Prior Registration"),
registering shares of ConAgra common stock issuable under ConAgra's
Long-Term Senior Management Incentive Plan and ConAgra's Employee
Flexible Bonus Payment Plan (the "Plans").  ConAgra has previously
registered 1,200,000 shares of ConAgra common stock issuable under
the Plans. This Registration Statement registers an additional
1,700,000 shares of ConAgra common stock issuable under the Plans. 
Pursuant to Instruction E of Form S-8, the contents of the Prior
Registration are hereby incorporated by reference in this
Registration Statement.



                         INDEX TO EXHIBITS

Exhibit No.                                                   Page

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

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

<PAGE>
                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933
the registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form  S-8, and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Omaha, and the State of Nebraska, on this 9th day of December,
1996.

                                  CONAGRA, INC.

                                    /s/ P. B. Fletcher
                                  _________________________
                                  P. B. Fletcher
                                  Chairman of the Board and
                                  Chief Executive Officer

              __________________________________

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on the 9th day
of December, 1996 by the following persons in the capacities
indicated.

    Signature                               Title

/s/ P. B. Fletcher                Chairman of the Board and
___________________________       Chief Executive Officer
P. B. FLETCHER


/s/ James P. O'Donnell            Senior Vice President and
___________________________       Chief Financial Officer
JAMES P. O'DONNELL


/s/ Kenneth Difonzo               Vice President/Controller
___________________________
KENNETH DIFONZO    
                   

C. 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
William G. Stocks*           Director
Jane J. Thompson*            Director
Frederick B. Wells*          Director
Thomas R. Williams*          Director
Clayton K. Yeutter*          Director



*   This Registration Statement has been signed by the
    undersigned as attorney-in-fact on behalf of each person so
    indicated pursuant to a power of attorney duly executed by
    each such person.

                                  /s/ P. B. Fletcher
                                  __________________________
                                  P. B. FLETCHER
                                  Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 5687}]
{"company-data": {"conformed-name": "CONAGRA INC /DE/", "cik": "0000023217", "assigned-sic": "2011", "irs-number": "470248710", "state-of-incorporation": "DE", "fiscal-year-end": "0525"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17549", "film-number": "96678419"}, "business-address": {"street1": "ONE CONAGRA DR", "city": "OMAHA", "state": "NE", "zip": "68102", "phone": "4025954000"}, "former-company": {"former-conformed-name": "NEBRASKA CONSOLIDATED MILLS CO", "date-changed": "19721201"}}
Registration No. 333-______
=================================================================

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549

            __________________________________________            
                               
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
            __________________________________________

                          CONAGRA, INC.
        (Exact Name of Issuer as Specified in its Charter)

                Delaware                         47-0248710
     (State or Other Jurisdiction of         (I.R.S. Employer
     Incorporation of Organization)          Identification No.)

               ConAgra, Inc.
               One ConAgra Drive
               Omaha, Nebraska                      68102
     (Address of Principal Executive Offices)     (Zip Code)

             ______________________________________               
                      
       ConAgra Long-Term Senior Management Incentive Plan
              Employee Flexible Bonus Payment Plan
                    (Full Title of the Plan)
             ______________________________________ 

            James P. O'Donnell, Senior Vice President
                   and Chief Financial Officer
                          ConAgra, Inc.
                        One ConAgra Drive
                     Omaha, Nebraska  68102
             (Name and Address of Agent for Service)

             Telephone Number, Including Area Code,
               of Agent for Service:  402-595-4000

           CALCULATION OF ADDITIONAL REGISTRATION FEE
====================================================================
Title of    Amount to   Proposed maxi-   Proposed maxi-   Amount of
securi-     be regis-   mum offering     mum aggregate    registra-
ties to be  tered       price per        offering price*  tion fee
registered              share*
___________________________________________________________________

Common      1,700,000    $49.94          $84,898,000      $25,730
Stock

     *    Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) on the basis of the average
of the high and low sales prices as reported in the consolidated
reporting system on December 6, 1996.
ConAgra, Inc. ("ConAgra") has previously filed a registration
statement (Reg. No. 33-52330, the "Prior Registration"),
registering shares of ConAgra common stock issuable under ConAgra's
Long-Term Senior Management Incentive Plan and ConAgra's Employee
Flexible Bonus Payment Plan (the "Plans").  ConAgra has previously
registered 1,200,000 shares of ConAgra common stock issuable under
the Plans. This Registration Statement registers an additional
1,700,000 shares of ConAgra common stock issuable under the Plans. 
Pursuant to Instruction E of Form S-8, the contents of the Prior
Registration are hereby incorporated by reference in this
Registration Statement.

                         INDEX TO EXHIBITS

Exhibit No.                                                   Page

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

     24       -    Powers of Attorney.....................
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933
the registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form  S-8, and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Omaha, and the State of Nebraska, on this 9th day of December,
1996.

                                  CONAGRA, INC.

                                    /s/ P. B. Fletcher
                                  _________________________
                                  P. B. Fletcher
                                  Chairman of the Board and
                                  Chief Executive Officer

              __________________________________

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on the 9th day
of December, 1996 by the following persons in the capacities
indicated.

    Signature                               Title

/s/ P. B. Fletcher                Chairman of the Board and
___________________________       Chief Executive Officer
P. B. FLETCHER

/s/ James P. O'Donnell            Senior Vice President and
___________________________       Chief Financial Officer
JAMES P. O'DONNELL

/s/ Kenneth Difonzo               Vice President/Controller
___________________________
KENNETH DIFONZO    
                   

C. 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
William G. Stocks*           Director
Jane J. Thompson*            Director
Frederick B. Wells*          Director
Thomas R. Williams*          Director
Clayton K. Yeutter*          Director

*   This Registration Statement has been signed by the
    undersigned as attorney-in-fact on behalf of each person so
    indicated pursuant to a power of attorney duly executed by
    each such person.

                                  /s/ P. B. Fletcher
                                  __________________________
                                  P. B. FLETCHER
                                  Attorney-in-Fact