As Filed with the Securities and Exchange
Commission on September 29, 1998.                     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 Registrant as Specified in its Charter)

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

                  ConAgra, Inc.
                  One ConAgra Drive
                  Omaha, Nebraska            68102-5001
(Address of Principal Executive Offices)     (Zip Code)

                           --------------------------

                   GOODMARK FOODS INVESTMENT AND SAVINGS PLAN
            GOODMARK FOODS FOLCROFT UNION INVESTMENT AND SAVINGS PLAN
                GOODMARK FOODS UNION INVESTMENT AND SAVINGS PLAN
                            (Full Title of the Plans)
                           --------------------------

                James P. O'Donnell, Executive Vice President and
                             Chief Financial Officer
                                  ConAgra, Inc.
                                One ConAgra Drive
                           Omaha, Nebraska 68102-5001
                     (Name and Address of Agent for Service)

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

<TABLE>
                         CALCULATION OF REGISTRATION FEE
=============================================================================================
Title of      Amount to            Proposed maxi-         Proposed maxi-            Amount of
securities    be regis-            mum offering           mum aggregate             registra-
to be         tered(1)             price per              offering price(2)         tion fee
registered                         share(2)
---------------------------------------------------------------------------------------------
<S>           <C>                  <C>                    <C>                      <C>
Common
Stock         150,000              $28.25                 $4,237,500               $1,250

</TABLE>
1        In  addition,  pursuant to Rule  416(c),  this  Registration  Statement
         covers an  indeterminate  amount of  interests  to be  offered  or sold
         pursuant to the employee benefit plans described herein.

2        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  on the New York  Stock  Exchange  Composite
         Transactions List on September 23, 1998.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted  by the rules of the  Securities  and Exchange  Commission
(the "Commission"),  this Registration Statement omits the information specified
in Part I of Form S-8. The documents  containing  the  information  specified in
Part I will be  delivered  to the  participants  in the  Plans  as  required  by
Securities  Act  Rule  428(b).  Such  documents  are not  being  filed  with the
Commission  as  part  of  this  registration  statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424.

                               RECENT DEVELOPMENTS

         On July 31, 1998, ConAgra,  Inc.  ("ConAgra")  acquired GoodMark Foods,
Inc. ("GoodMark").  The terms of the GoodMark Foods Investment and Savings Plan,
GoodMark  Folcroft  Union  Investment  and Savings Plan and GoodMark Foods Union
Investment  and  Savings  Plan  (collectively  the  "Plans")  will be amended to
replace  GoodMark with ConAgra as the issuer of the securities  held pursuant to
the Plans.  All other terms of the Plans remain unchanged.



                                       -2-

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference.

         ConAgra,  Inc. (the "Company") hereby incorporates by reference in this
Registration  Statement  the  following  documents  previously  filed  with  the
Securities and Exchange Commission:

         (a)      Annual  Report  on Form 10-K for the year  ended May 31,  1998
                  with  Items 7 and 8 therein  and  Schedule  II and  Exhibit 11
                  thereto  as  restated  in  Current  Report  on Form 8-K  dated
                  September 29, 1998;

         (b)      Annual Report on Form 11-K  (Commission  File No. 0-13944) for
                  the GoodMark Foods Union Investment and Savings Plan, GoodMark
                  Foods  Investment and Savings Plan and GoodMark Foods Folcroft
                  Union Investment and Savings Plan  (collectively the "Plans"),
                  for the fiscal year ended December 31, 1997.

         (c)      Current Report on Form 8-K filed on September 29, 1998;
                  and

         (d)      The  description  of the Company's  common stock  contained in
                  Registration  Statements  on Form 8-A filed under the Exchange
                  Act, including any amendments or reports filed for the purpose
                  of updating such description.

         All documents  subsequently filed by the Company and the Plans pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in the Registration Statement and to be a
part thereof from the date of filing of such documents.


Item 6.           Indemnification of Directors and Officers

         Pursuant  to  Article  V of the  Certificate  of  Incorporation  of the
Company,  the  Company  shall,  to the extent  required,  and may, to the extent
permitted,  by Section 102 and Section 145 of the General Corporation Law of the
State of Delaware,  as amended from time to time,  indemnify  and  reimburse all
persons whom it may indemnify and reimburse pursuant thereto.  No director shall
be liable to the Company or its  stockholders for monetary damages for breach of
fiduciary  duty as a director with respect to acts or omissions  occurring on or
after  September  18, 1986. A director  shall  continue to be liable for (i) any
breach of a director's duty of loyalty to the Company or its stockholders;  (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of  law;  (iii)  paying  a  dividend  or  approving  a stock
repurchase which would violate Section 174 of the General

                                       -3-

<PAGE>



Corporation Law of the State of Delaware; or (iv) any transaction from which the
director derived an improper personal benefit.

         The  By-Laws of the  Company  provide  for  indemnification  of Company
officers and  directors  against all  expenses,  liability or losses  reasonably
incurred  or  suffered  by them to the  extent  legally  permissible  under  the
Delaware General Corporation Law where any such person was, is, or threatened to
be made a party to or is  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative,  by reason of the fact he was
serving  the  Company  in  such   capacity.   Generally,   under  Delaware  law,
indemnification  will  only be  available  where  an  officer  or  director  can
establish that he acted in good faith and in a manner he reasonably  believed to
be in or not opposed to the best interests of the Company.

         The Company  also  maintains a director  and officer  insurance  policy
which  insures the Company,  its  subsidiaries  and their  elected  officers and
directors against damages,  judgments,  settlements and costs incurred by reason
of wrongful acts  committed by such persons in their  capacities as officers and
directors.

Item 8.           Exhibits

         4.1      -   Rights Agreement dated July 12, 1996, incorporated
                      hereby by reference to ConAgra's current report on Form
                      8-K dated July 12, 1996.

         4.2      -   Form of Common Stock Certificate incorporated by
                      reference to Exhibit 4.4 of ConAgra's Registration
                      Statement on Form S-3 (33-63081).

         4.3      -   Certificate of Adjustment dated October 1, 1997 to
                      Rights Agreement, incorporated by reference to
                      ConAgra's quarterly report on Form 10-Q for the quarter
                      ended August 24, 1997.

         4.4      -   Amendment to Rights Agreement dated as of July 10, 1998
                      incorporated herein by reference to ConAgra's annual
                      report on Form 10-K for the fiscal year ended May 30,
                      1998.

         4.5      -   Hutchison and Associates, Inc. Defined Contribution
                      Prototype Plan and Trust Agreement

         4.6      -   GoodMark Foods Investment and Savings Plan

         4.7      -   GoodMark Foods Folcroft Union Investment and Savings
                      Plan

         4.8      -   GoodMark Foods Union Investment and Savings Plan

         23.1     -   Consent of Deloitte & Touche

         23.2     -   Consent of Deloitte & Touche

         24       -   Powers of Attorney for Directors of the Company.


                                       -4-

<PAGE>



The undersigned registrant hereby undertakes to submit or cause to be submitted,
if not previously submitted, the GoodMark Foods Investment and Savings Plan, the
GoodMark  Foods  Folcroft  Union  Investment  and Savings Plan, and the GoodMark
Foods Union  Investment  and Savings Plan, and any  amendments  thereto,  to the
Internal  Revenue Service in a timely manner and to make all changes required by
the IRS in order to qualify such plans under the Internal Revenue Code.


Item 9.           Undertakings

        A.      The undersigned Registrant hereby undertakes:

                (1)      To file, during any period in which offers or sales are
                         being  made,   a   post-effective   amendment  to  this
                         Registration Statement:

                          (i)     To include any prospectus required by Section
                                  10(a)(3) of the Securities Act of 1933 (the
                                  "Securities Act");

                         (ii)     To  reflect  in the  prospectus  any  facts or
                                  events arising after the effective date of the
                                  Registration  Statement  (or the  most  recent
                                  post-effective   amendment   thereof)   which,
                                  individually or in the aggregate,  represent a
                                  fundamental  change  in  the  information  set
                                  forth in the Registration Statement;

                        (iii)     To  include  any  material   information  with
                                  respect  to  the  plan  of  distribution   not
                                  previously   disclosed  in  the   Registration
                                  Statement  or  any  material  change  to  such
                                  information in the Registration Statement;

                provided, however that paragraph (A)(1)(i) and (A)(1)(ii) do not
                apply  if  the   information   required  to  be  included  in  a
                post-effective  amendment  by the  paragraphs  is  contained  in
                periodic  reports filed by the Company pursuant to Section 13 or
                Section  15(d) of the  Exchange  Act that  are  incorporated  by
                reference in the Registration Statement.

                (2)      That, for the purpose of determining any liability
                         under the Securities Act, each such post-effective
                         amendment shall be deemed to be a new Registration
                         Statement relating to the securities offered
                         thereon, and the offering of such securities at that
                         time shall be deemed to be the initial bona fide
                         offering thereof.

                (3)      To   remove   from   registration   by   means   of   a
                         post-effective  amendment any of the  securities  being
                         registered  which remain unsold at the  termination  of
                         the offering.


                                       -5-

<PAGE>



        B.      The undersigned Registrant hereby undertakes that, for
                purposes of determining any liability under the Securities
                Act, each filing of the Registrant's annual report
                pursuant to Section 13(a) or Section 15(d) of the Exchange
                Act that is incorporated by reference in the Registration
                Statement shall be deemed to be a new Registration
                Statement relating to the securities offered therein, and
                the offering of such securities at that time shall be
                deemed to be the initial bona fide offering thereof.

        C.      Insofar as indemnification for liabilities arising under
                the Securities Act may be permitted to directors, officers
                and controlling persons of the Registrant pursuant to the
                foregoing provisions, or otherwise, the Registrant has
                been advised that in the opinion of the Securities and
                Exchange Commission such indemnification is against public
                policy as expressed in the Securities Act and is,
                therefore, unenforceable. In the event that a claim for
                indemnification against such liabilities (other than the
                payment by the Registrant of expenses incurred or paid by
                a director, officer or controlling person of the
                Registrant in the successful defense of any action, suit
                or proceeding) is asserted by such director, officer or
                controlling person in connection with the securities being
                registered, the Registrant will, unless in the opinion of
                its counsel the matter has been settled by controlling
                precedent, submit to a court of appropriate jurisdiction
                the question of whether such indemnification by it is
                against public policy as expressed in the Securities Act
                and will be governed by the final adjudication of such
                issue.

                                       -6-

<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 29th day of
September, 1998.

                                                 CONAGRA, INC.

                                                 /s/ Bruce C. Rohde
                                                 Bruce C. Rohde
                                                 President and Chief Executive
                                                 Officer

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration Statement has been signed below on the 29th day of September,  1998
by the following persons in the capacities indicated.

        Signature                                        Title

 /s/ Bruce C. Rohde                           President, Chief Executive
Bruce C. Rohde                                Officer and Director

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

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

Philip B. Fletcher*                           Director
C. M. Harper*                                 Director
Robert A. Krane*                              Director
Mogens Bay*                                   Director
Carl E. Reichardt*                            Director
Ronald W. Roskens*                            Director
Marjorie M. Scardino*                         Director
Walter Scott, Jr.*                            Director
Kenneth E. Stinson*                           Director
Jane J. Thompson*                             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/ Bruce C. Rohde
                                                Bruce C. Rohde
                                                Attorney-in-Fact


<PAGE>



        Pursuant to the  requirements  of the  Securities Act of 1933, the Plans
have duly caused this Registration Statement to be signed on their behalf by the
undersigned,  thereunto duly authorized,  in the City of Omaha, and the State of
Nebraska, on this 24th day of September, 1998.

                                    GOODMARK FOODS INVESTMENT AND SAVINGS PLAN


                                    By:   /s/ Clinton H. Neal, Jr.
                                       Clinton H. Neal, Jr.
                                       Chairman, Administrative Committee


                                    GOODMARK FOODS UNION INVESTMENT AND
                                    SAVINGS PLAN

                                    By   /s/ Clinton H. Neal, Jr.
                                       Clinton H. Neal, Jr.
                                       Chairman, Administrative Committee


                                    GOODMARK FOODS FOLCROFT UNION INVESTMENT
                                    AND SAVINGS PLAN

                                    By:   /s/ Clinton H. Neal, Jr.
                                       Clinton H. Neal, Jr.
                                       Chairman, Administrative Committee



<PAGE>



                                Index to Exhibits


Exhibit No.                                Exhibit                         Page

        4.1     -  Rights Agreement dated July 12, 1996, incorporated
                   hereby by reference to ConAgra's current report on
                   Form 8-K dated July 12, 1996.

        4.2     -  Form of Common Stock Certificate incorporated by
                   reference to Exhibit 4.4 of ConAgra's Registration
                   Statement on Form S-3 (33-63081).

        4.3     -  Certificate of Adjustment dated October 1, 1997 to
                   Rights Agreement, incorporated by reference to
                   ConAgra's quarterly report on Form 10-Q for the
                   quarter ended August 24, 1997.

        4.4     -  Amendment to Rights Agreement dated as of July 10,
                   1998 incorporated herein by reference to ConAgra's
                   annual report on Form 10-K for the fiscal year
                   ended May 30, 1998.

        4.5     -  Hutchison and Associates, Inc. Defined Contribution
                   Prototype Plan and Trust Agreement.......................

        4.6     -  GoodMark Foods Investment and Savings Plan...............

        4.7     -  GoodMark Foods Folcroft Union Investment and
                   Savings Plan.............................................

        4.8     -  GoodMark Foods Union Investment and Savings Plan.........

        23.1    -  Consent of Deloitte & Touche.............................

        23.2    -  Consent of Deloitte & Touche.............................

        24      -  Powers of Attorney for Directors of the Company..........

                                       -9-

<PAGE>
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{"company-data": {"conformed-name": "CONAGRA INC /DE/", "cik": "0000023217", "assigned-sic": "2011", "irs-number": "470248710", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64633", "film-number": "98717578"}, "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"}}
As Filed with the Securities and Exchange
Commission on September 29, 1998.                     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 Registrant as Specified in its Charter)

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

                  ConAgra, Inc.
                  One ConAgra Drive
                  Omaha, Nebraska            68102-5001
(Address of Principal Executive Offices)     (Zip Code)

                           --------------------------

                   GOODMARK FOODS INVESTMENT AND SAVINGS PLAN
            GOODMARK FOODS FOLCROFT UNION INVESTMENT AND SAVINGS PLAN
                GOODMARK FOODS UNION INVESTMENT AND SAVINGS PLAN
                            (Full Title of the Plans)
                           --------------------------

                James P. O'Donnell, Executive Vice President and
                             Chief Financial Officer
                                  ConAgra, Inc.
                                One ConAgra Drive
                           Omaha, Nebraska 68102-5001
                     (Name and Address of Agent for Service)

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

                         CALCULATION OF REGISTRATION FEE
=============================================================================================
Title of      Amount to            Proposed maxi-         Proposed maxi-            Amount of
securities    be regis-            mum offering           mum aggregate             registra-
to be         tered(1)             price per              offering price(2)         tion fee
registered                         share(2)
---------------------------------------------------------------------------------------------
Common
Stock         150,000              $28.25                 $4,237,500               $1,250
1        In  addition,  pursuant to Rule  416(c),  this  Registration  Statement
         covers an  indeterminate  amount of  interests  to be  offered  or sold
         pursuant to the employee benefit plans described herein.

2        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  on the New York  Stock  Exchange  Composite
         Transactions List on September 23, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted  by the rules of the  Securities  and Exchange  Commission
(the "Commission"),  this Registration Statement omits the information specified
in Part I of Form S-8. The documents  containing  the  information  specified in
Part I will be  delivered  to the  participants  in the  Plans  as  required  by
Securities  Act  Rule  428(b).  Such  documents  are not  being  filed  with the
Commission  as  part  of  this  registration  statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424.

                               RECENT DEVELOPMENTS

         On July 31, 1998, ConAgra,  Inc.  ("ConAgra")  acquired GoodMark Foods,
Inc. ("GoodMark").  The terms of the GoodMark Foods Investment and Savings Plan,
GoodMark  Folcroft  Union  Investment  and Savings Plan and GoodMark Foods Union
Investment  and  Savings  Plan  (collectively  the  "Plans")  will be amended to
replace  GoodMark with ConAgra as the issuer of the securities  held pursuant to
the Plans.  All other terms of the Plans remain unchanged.

                                       -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference.

         ConAgra,  Inc. (the "Company") hereby incorporates by reference in this
Registration  Statement  the  following  documents  previously  filed  with  the
Securities and Exchange Commission:

         (a)      Annual  Report  on Form 10-K for the year  ended May 31,  1998
                  with  Items 7 and 8 therein  and  Schedule  II and  Exhibit 11
                  thereto  as  restated  in  Current  Report  on Form 8-K  dated
                  September 29, 1998;

         (b)      Annual Report on Form 11-K  (Commission  File No. 0-13944) for
                  the GoodMark Foods Union Investment and Savings Plan, GoodMark
                  Foods  Investment and Savings Plan and GoodMark Foods Folcroft
                  Union Investment and Savings Plan  (collectively the "Plans"),
                  for the fiscal year ended December 31, 1997.

         (c)      Current Report on Form 8-K filed on September 29, 1998;
                  and

         (d)      The  description  of the Company's  common stock  contained in
                  Registration  Statements  on Form 8-A filed under the Exchange
                  Act, including any amendments or reports filed for the purpose
                  of updating such description.

         All documents  subsequently filed by the Company and the Plans pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in the Registration Statement and to be a
part thereof from the date of filing of such documents.

Item 6.           Indemnification of Directors and Officers

         Pursuant  to  Article  V of the  Certificate  of  Incorporation  of the
Company,  the  Company  shall,  to the extent  required,  and may, to the extent
permitted,  by Section 102 and Section 145 of the General Corporation Law of the
State of Delaware,  as amended from time to time,  indemnify  and  reimburse all
persons whom it may indemnify and reimburse pursuant thereto.  No director shall
be liable to the Company or its  stockholders for monetary damages for breach of
fiduciary  duty as a director with respect to acts or omissions  occurring on or
after  September  18, 1986. A director  shall  continue to be liable for (i) any
breach of a director's duty of loyalty to the Company or its stockholders;  (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of  law;  (iii)  paying  a  dividend  or  approving  a stock
repurchase which would violate Section 174 of the General

                                       -3-
Corporation Law of the State of Delaware; or (iv) any transaction from which the
director derived an improper personal benefit.

         The  By-Laws of the  Company  provide  for  indemnification  of Company
officers and  directors  against all  expenses,  liability or losses  reasonably
incurred  or  suffered  by them to the  extent  legally  permissible  under  the
Delaware General Corporation Law where any such person was, is, or threatened to
be made a party to or is  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative,  by reason of the fact he was
serving  the  Company  in  such   capacity.   Generally,   under  Delaware  law,
indemnification  will  only be  available  where  an  officer  or  director  can
establish that he acted in good faith and in a manner he reasonably  believed to
be in or not opposed to the best interests of the Company.

         The Company  also  maintains a director  and officer  insurance  policy
which  insures the Company,  its  subsidiaries  and their  elected  officers and
directors against damages,  judgments,  settlements and costs incurred by reason
of wrongful acts  committed by such persons in their  capacities as officers and
directors.

Item 8.           Exhibits

         4.1      -   Rights Agreement dated July 12, 1996, incorporated
                      hereby by reference to ConAgra's current report on Form
                      8-K dated July 12, 1996.

         4.2      -   Form of Common Stock Certificate incorporated by
                      reference to Exhibit 4.4 of ConAgra's Registration
                      Statement on Form S-3 (33-63081).

         4.3      -   Certificate of Adjustment dated October 1, 1997 to
                      Rights Agreement, incorporated by reference to
                      ConAgra's quarterly report on Form 10-Q for the quarter
                      ended August 24, 1997.

         4.4      -   Amendment to Rights Agreement dated as of July 10, 1998
                      incorporated herein by reference to ConAgra's annual
                      report on Form 10-K for the fiscal year ended May 30,
                      1998.

         4.5      -   Hutchison and Associates, Inc. Defined Contribution
                      Prototype Plan and Trust Agreement

         4.6      -   GoodMark Foods Investment and Savings Plan

         4.7      -   GoodMark Foods Folcroft Union Investment and Savings
                      Plan

         4.8      -   GoodMark Foods Union Investment and Savings Plan

         23.1     -   Consent of Deloitte & Touche

         23.2     -   Consent of Deloitte & Touche

         24       -   Powers of Attorney for Directors of the Company.

                                       -4-
The undersigned registrant hereby undertakes to submit or cause to be submitted,
if not previously submitted, the GoodMark Foods Investment and Savings Plan, the
GoodMark  Foods  Folcroft  Union  Investment  and Savings Plan, and the GoodMark
Foods Union  Investment  and Savings Plan, and any  amendments  thereto,  to the
Internal  Revenue Service in a timely manner and to make all changes required by
the IRS in order to qualify such plans under the Internal Revenue Code.

Item 9.           Undertakings

        A.      The undersigned Registrant hereby undertakes:

                (1)      To file, during any period in which offers or sales are
                         being  made,   a   post-effective   amendment  to  this
                         Registration Statement:

                          (i)     To include any prospectus required by Section
                                  10(a)(3) of the Securities Act of 1933 (the
                                  "Securities Act");

                         (ii)     To  reflect  in the  prospectus  any  facts or
                                  events arising after the effective date of the
                                  Registration  Statement  (or the  most  recent
                                  post-effective   amendment   thereof)   which,
                                  individually or in the aggregate,  represent a
                                  fundamental  change  in  the  information  set
                                  forth in the Registration Statement;

                        (iii)     To  include  any  material   information  with
                                  respect  to  the  plan  of  distribution   not
                                  previously   disclosed  in  the   Registration
                                  Statement  or  any  material  change  to  such
                                  information in the Registration Statement;

                provided, however that paragraph (A)(1)(i) and (A)(1)(ii) do not
                apply  if  the   information   required  to  be  included  in  a
                post-effective  amendment  by the  paragraphs  is  contained  in
                periodic  reports filed by the Company pursuant to Section 13 or
                Section  15(d) of the  Exchange  Act that  are  incorporated  by
                reference in the Registration Statement.

                (2)      That, for the purpose of determining any liability
                         under the Securities Act, each such post-effective
                         amendment shall be deemed to be a new Registration
                         Statement relating to the securities offered
                         thereon, and the offering of such securities at that
                         time shall be deemed to be the initial bona fide
                         offering thereof.

                (3)      To   remove   from   registration   by   means   of   a
                         post-effective  amendment any of the  securities  being
                         registered  which remain unsold at the  termination  of
                         the offering.

                                       -5-
B.      The undersigned Registrant hereby undertakes that, for
                purposes of determining any liability under the Securities
                Act, each filing of the Registrant's annual report
                pursuant to Section 13(a) or Section 15(d) of the Exchange
                Act that is incorporated by reference in the Registration
                Statement shall be deemed to be a new Registration
                Statement relating to the securities offered therein, and
                the offering of such securities at that time shall be
                deemed to be the initial bona fide offering thereof.

        C.      Insofar as indemnification for liabilities arising under
                the Securities Act may be permitted to directors, officers
                and controlling persons of the Registrant pursuant to the
                foregoing provisions, or otherwise, the Registrant has
                been advised that in the opinion of the Securities and
                Exchange Commission such indemnification is against public
                policy as expressed in the Securities Act and is,
                therefore, unenforceable. In the event that a claim for
                indemnification against such liabilities (other than the
                payment by the Registrant of expenses incurred or paid by
                a director, officer or controlling person of the
                Registrant in the successful defense of any action, suit
                or proceeding) is asserted by such director, officer or
                controlling person in connection with the securities being
                registered, the Registrant will, unless in the opinion of
                its counsel the matter has been settled by controlling
                precedent, submit to a court of appropriate jurisdiction
                the question of whether such indemnification by it is
                against public policy as expressed in the Securities Act
                and will be governed by the final adjudication of such
                issue.

                                       -6-
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 29th day of
September, 1998.

                                                 CONAGRA, INC.

                                                 /s/ Bruce C. Rohde
                                                 Bruce C. Rohde
                                                 President and Chief Executive
                                                 Officer

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration Statement has been signed below on the 29th day of September,  1998
by the following persons in the capacities indicated.

        Signature                                        Title

 /s/ Bruce C. Rohde                           President, Chief Executive
Bruce C. Rohde                                Officer and Director

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

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

Philip B. Fletcher*                           Director
C. M. Harper*                                 Director
Robert A. Krane*                              Director
Mogens Bay*                                   Director
Carl E. Reichardt*                            Director
Ronald W. Roskens*                            Director
Marjorie M. Scardino*                         Director
Walter Scott, Jr.*                            Director
Kenneth E. Stinson*                           Director
Jane J. Thompson*                             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/ Bruce C. Rohde
                                                Bruce C. Rohde
                                                Attorney-in-Fact
Pursuant to the  requirements  of the  Securities Act of 1933, the Plans
have duly caused this Registration Statement to be signed on their behalf by the
undersigned,  thereunto duly authorized,  in the City of Omaha, and the State of
Nebraska, on this 24th day of September, 1998.

                                    GOODMARK FOODS INVESTMENT AND SAVINGS PLAN

                                    By:   /s/ Clinton H. Neal, Jr.
                                       Clinton H. Neal, Jr.
                                       Chairman, Administrative Committee

                                    GOODMARK FOODS UNION INVESTMENT AND
                                    SAVINGS PLAN

                                    By   /s/ Clinton H. Neal, Jr.
                                       Clinton H. Neal, Jr.
                                       Chairman, Administrative Committee

                                    GOODMARK FOODS FOLCROFT UNION INVESTMENT
                                    AND SAVINGS PLAN

                                    By:   /s/ Clinton H. Neal, Jr.
                                       Clinton H. Neal, Jr.
                                       Chairman, Administrative Committee
Index to Exhibits

Exhibit No.                                Exhibit                         Page

        4.1     -  Rights Agreement dated July 12, 1996, incorporated
                   hereby by reference to ConAgra's current report on
                   Form 8-K dated July 12, 1996.

        4.2     -  Form of Common Stock Certificate incorporated by
                   reference to Exhibit 4.4 of ConAgra's Registration
                   Statement on Form S-3 (33-63081).

        4.3     -  Certificate of Adjustment dated October 1, 1997 to
                   Rights Agreement, incorporated by reference to
                   ConAgra's quarterly report on Form 10-Q for the
                   quarter ended August 24, 1997.

        4.4     -  Amendment to Rights Agreement dated as of July 10,
                   1998 incorporated herein by reference to ConAgra's
                   annual report on Form 10-K for the fiscal year
                   ended May 30, 1998.

        4.5     -  Hutchison and Associates, Inc. Defined Contribution
                   Prototype Plan and Trust Agreement.......................

        4.6     -  GoodMark Foods Investment and Savings Plan...............

        4.7     -  GoodMark Foods Folcroft Union Investment and
                   Savings Plan.............................................

        4.8     -  GoodMark Foods Union Investment and Savings Plan.........

        23.1    -  Consent of Deloitte & Touche.............................

        23.2    -  Consent of Deloitte & Touche.............................

        24      -  Powers of Attorney for Directors of the Company..........

                                       -9-