Registration No.         
     =================================================================

                          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 1995 Stock 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

     <TABLE>
     <CAPTION>
                      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 

     <S>        <C>            <C>           <C>             <C>

     Common     11,000,000     $39.125       $430,375,000    $148,405.18
     Stock

     </TABLE>












     *    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
          September 25, 1995.



                                       PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS


     Item 3.   Incorporation by 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)  The  Company's Annual  Report on  Form 10-K  for the  fiscal year
               ended May 28, 1995.

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities Exchange Act  of 1934 (the  "Exchange Act") since  the
               end of the Company's fiscal year ended May 28, 1995.

          (c)  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 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 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  -    ConAgra 1995 Stock Plan

          5    -    Opinion of McGrath North Mullin & Kratz, P.C.

          23.1 -    Consent of McGrath North Mullin & Kratz, P.C.
                    (included in Exhibit 5)

          23.2 -    Consent of Deloitte & Touche LLP

          24   -    Powers of Attorney for directors of the Company


     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.

          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
              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.


                                      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 28th day of September, 1995.

                                            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 28th
          day  of  September,  1995  by  the  following  persons  in   the
          capacities indicated.

              Signature                               Title

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

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

            /s/ Kenneth DiFonzo
                                            Vice President
          Kenneth DiFonzo                   and Controller

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





                                  INDEX TO EXHIBITS


          EXHIBIT NO.                  EXHIBIT                       PAGE


              4.1       ConAgra 1995 Stock Plan.....................  

              5         Opinion of McGrath, North, Mullin 
                        & Kratz, P.C................................

              23.1      Consent of McGrath, North, Mullin
                        & Kratz, P.C. (included in Exhibit 5)

              23.2      Consent of Deloitte & Touche LLP............

              24        Powers of Attorney for directors
                        of the Company..............................
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14688}]
{"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": "033-63061", "film-number": "95577185"}, "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.         
     =================================================================

                          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 1995 Stock 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     11,000,000     $39.125       $430,375,000    $148,405.18
     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
          September 25, 1995.

                                       PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS

     Item 3.   Incorporation by 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)  The  Company's Annual  Report on  Form 10-K  for the  fiscal year
               ended May 28, 1995.

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities Exchange Act  of 1934 (the  "Exchange Act") since  the
               end of the Company's fiscal year ended May 28, 1995.

          (c)  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 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 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  -    ConAgra 1995 Stock Plan

          5    -    Opinion of McGrath North Mullin & Kratz, P.C.

          23.1 -    Consent of McGrath North Mullin & Kratz, P.C.
                    (included in Exhibit 5)

          23.2 -    Consent of Deloitte & Touche LLP

          24   -    Powers of Attorney for directors of the Company

     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.

          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
              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.

                                      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 28th day of September, 1995.

                                            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 28th
          day  of  September,  1995  by  the  following  persons  in   the
          capacities indicated.

              Signature                               Title

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

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

            /s/ Kenneth DiFonzo
                                            Vice President
          Kenneth DiFonzo                   and Controller

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

                                  INDEX TO EXHIBITS

          EXHIBIT NO.                  EXHIBIT                       PAGE

              4.1       ConAgra 1995 Stock Plan.....................  

              5         Opinion of McGrath, North, Mullin 
                        & Kratz, P.C................................

              23.1      Consent of McGrath, North, Mullin
                        & Kratz, P.C. (included in Exhibit 5)

              23.2      Consent of Deloitte & Touche LLP............

              24        Powers of Attorney for directors
                        of the Company..............................