As Filed with the Securities and
Exchange Commission on August 24, 2000.            Registration No. 333-_______

================================================================================

                                  UNITED STATES
                       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.)

  One ConAgra Drive
   Omaha, Nebraska                                              68102-5001
(Address of principal executive offices)                        (Zip code)
                          -----------------------------
             PLAN FOR ASSUMPTION OF INTERNATIONAL HOME FOODS OPTIONS
                            (Full title of the plan)
                          -----------------------------

                               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)

                                  402-595-4000
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                        <C>                   <C>                     <C>                     <C>
========================= ====================== ======================= ====================== ======================
                                                    Proposed maximum       Proposed maximum
  Title of Securities         Amount to be         offering price per     aggregate offering          Amount of
    to be registered           registered               unit (1)               price (1)        registration fee (2)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (3)
($5.00 par value)               6,000,000                $19.81              $118,860,000              $31,379
========================= ====================== ======================= ====================== ======================
</TABLE>

     1.  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 August 23, 2000.

     2.  Pursuant  to  Rule 457(b), the registration fee is offset by $25,028 of
         the  filing  fee  paid  in  connection  with the filing of Registration
         Statement No. 333-40562.  Accordingly, a  filing fee of $6,351 is being
         paid herewith.

     3.  This  registration  statement also applies to preferred  share purchase
         rights which are attached to and trade with each share of common stock.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

     As permitted by the rules of the Securities and Exchange  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 Plan For  Assumption  of  International  Home Foods
Options as required by Securities Act Rule 428(b).  Such documents are not being
filed with the Securities and Exchange  Commission as part of this  registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424.

     On August 24, 2000, ConAgra,  Inc. acquired  International Home Foods, Inc.
and assumed certain options  previously granted by International Home Foods. The
assumed  options are  exercisable  for ConAgra common stock.  This  registration
statement  covers the shares of ConAgra  common stock  issuable upon such option
exercises.





<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of 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 30, 1999;

         (b)      Quarterly  Reports  on Form 10-Q for the quarters ended August
                  29, 1999, November 28, 1999 and February 27, 2000;

         (c)      Current Reports on Form 8-K dated June 22, 2000 and August 24,
                  2000; 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  Plan for
Assumption  of  International  Home Foods  Options  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. 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 the officer or  director,  including  liability  arising
under the  Securities  Act of 1933,  to the  extent  legally  permissible  under
Section 145 of the General  Corporation  Law of the State of Delaware  where any
such person was,  is, or is  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 such person was serving the Company in such
capacity.  Generally, under Delaware law, indemnification will only be available
where an officer or director can establish  that such person 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  officers and  directors of the Company and its  subsidiaries
against damages, judgments,  settlements and costs incurred by reason of certain
wrongful  acts  committed  by such persons in their  capacities  as officers and
directors.

Item 8.  Exhibits

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

         4.2     -      ConAgra's  Bylaws, as amended, incorporated by reference
                        to  ConAgra's  quarterly  report  on  Form  10-Q for the
                        quarter ended February 28, 1999.

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

         4.4      -     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.

         4.5      -     Amendment to Rights Agreement dated as of July 10, 1998,
                        incorporated  by reference to ConAgra's annual report on
                        Form 10-K for the fiscal year ended May 31, 1998.

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

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

         10.1     -     Plan for Assumption of International Home Foods Options

         23.1     -     Consent of Deloitte & Touche LLP

         23.2     -     Consent of PricewaterhouseCoopers LLP

         23.3     -     Consent   of   McGrath,  North,  Mullin  &  Kratz,  P.C.
                        (included as part of Exhibit 5)

         24       -     Powers of Attorney for Directors of the Company

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

         (a)      To  file, during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to   this  registration
                  statement 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.

         (b)      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.

         (c)      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.

         (d)      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.

         (e)      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.


<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 24th day of
August, 2000.

                                          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 24th day of August, 2000 by
the following persons in the capacities indicated.

         Signature                        Title

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


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


/s/  Jay Bolding                    Senior Vice President and Corporate
Jay Bolding                         Controller (Principal Accounting Officer)


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
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>


                                INDEX TO EXHIBITS

      Exhibit No.                           Exhibit

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

         4.2      -      ConAgra's Bylaws, as amended, incorporated by reference
                         to  ConAgra's  quarterly  report  on  Form 10-Q for the
                         quarter ended February 28, 1999.

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

         4.4      -      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.

         4.5      -      Amendment  to  Rights  Agreement  dated  as of July 10,
                         1998,  incorporated  by reference  to ConAgra's  annual
                         report on Form 10-K for the  fiscal  year ended May 31,
                         1998.

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

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

         10.1     -      Plan for Assumption of International Home Foods Options

         23.1     -      Consent of Deloitte & Touche LLP

         23.2     -      Consent of PricewaterhouseCoopers LLP

         23.3     -      Consent   of  McGrath,  North,  Mullin  &  Kratz,  P.C.
                         (included as part of Exhibit 5)

         24       -      Powers of Attorney for Directors of the Company
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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": "333-44426", "film-number": "709118"}, "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 August 24, 2000.            Registration No. 333-_______

================================================================================

                                  UNITED STATES
                       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.)

  One ConAgra Drive
   Omaha, Nebraska                                              68102-5001
(Address of principal executive offices)                        (Zip code)
                          -----------------------------
             PLAN FOR ASSUMPTION OF INTERNATIONAL HOME FOODS OPTIONS
                            (Full title of the plan)
                          -----------------------------

                               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)

                                  402-595-4000
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
========================= ====================== ======================= ====================== ======================
                                                    Proposed maximum       Proposed maximum
  Title of Securities         Amount to be         offering price per     aggregate offering          Amount of
    to be registered           registered               unit (1)               price (1)        registration fee (2)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (3)
($5.00 par value)               6,000,000                $19.81              $118,860,000              $31,379
========================= ====================== ======================= ====================== ======================
1.  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 August 23, 2000.

     2.  Pursuant  to  Rule 457(b), the registration fee is offset by $25,028 of
         the  filing  fee  paid  in  connection  with the filing of Registration
         Statement No. 333-40562.  Accordingly, a  filing fee of $6,351 is being
         paid herewith.

     3.  This  registration  statement also applies to preferred  share purchase
         rights which are attached to and trade with each share of common stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

     As permitted by the rules of the Securities and Exchange  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 Plan For  Assumption  of  International  Home Foods
Options as required by Securities Act Rule 428(b).  Such documents are not being
filed with the Securities and Exchange  Commission as part of this  registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424.

     On August 24, 2000, ConAgra,  Inc. acquired  International Home Foods, Inc.
and assumed certain options  previously granted by International Home Foods. The
assumed  options are  exercisable  for ConAgra common stock.  This  registration
statement  covers the shares of ConAgra  common stock  issuable upon such option
exercises.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of 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 30, 1999;

         (b)      Quarterly  Reports  on Form 10-Q for the quarters ended August
                  29, 1999, November 28, 1999 and February 27, 2000;

         (c)      Current Reports on Form 8-K dated June 22, 2000 and August 24,
                  2000; 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  Plan for
Assumption  of  International  Home Foods  Options  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. 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 the officer or  director,  including  liability  arising
under the  Securities  Act of 1933,  to the  extent  legally  permissible  under
Section 145 of the General  Corporation  Law of the State of Delaware  where any
such person was,  is, or is  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 such person was serving the Company in such
capacity.  Generally, under Delaware law, indemnification will only be available
where an officer or director can establish  that such person 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  officers and  directors of the Company and its  subsidiaries
against damages, judgments,  settlements and costs incurred by reason of certain
wrongful  acts  committed  by such persons in their  capacities  as officers and
directors.

Item 8.  Exhibits

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

         4.2     -      ConAgra's  Bylaws, as amended, incorporated by reference
                        to  ConAgra's  quarterly  report  on  Form  10-Q for the
                        quarter ended February 28, 1999.

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

         4.4      -     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.

         4.5      -     Amendment to Rights Agreement dated as of July 10, 1998,
                        incorporated  by reference to ConAgra's annual report on
                        Form 10-K for the fiscal year ended May 31, 1998.

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

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

         10.1     -     Plan for Assumption of International Home Foods Options

         23.1     -     Consent of Deloitte & Touche LLP

         23.2     -     Consent of PricewaterhouseCoopers LLP

         23.3     -     Consent   of   McGrath,  North,  Mullin  &  Kratz,  P.C.
                        (included as part of Exhibit 5)

         24       -     Powers of Attorney for Directors of the Company

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

         (a)      To  file, during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to   this  registration
                  statement 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.

         (b)      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.

         (c)      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.

         (d)      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.

         (e)      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.
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 24th day of
August, 2000.

                                          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 24th day of August, 2000 by
the following persons in the capacities indicated.

         Signature                        Title

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

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

/s/  Jay Bolding                    Senior Vice President and Corporate
Jay Bolding                         Controller (Principal Accounting Officer)

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
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
INDEX TO EXHIBITS

      Exhibit No.                           Exhibit

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

         4.2      -      ConAgra's Bylaws, as amended, incorporated by reference
                         to  ConAgra's  quarterly  report  on  Form 10-Q for the
                         quarter ended February 28, 1999.

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

         4.4      -      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.

         4.5      -      Amendment  to  Rights  Agreement  dated  as of July 10,
                         1998,  incorporated  by reference  to ConAgra's  annual
                         report on Form 10-K for the  fiscal  year ended May 31,
                         1998.

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

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

         10.1     -      Plan for Assumption of International Home Foods Options

         23.1     -      Consent of Deloitte & Touche LLP

         23.2     -      Consent of PricewaterhouseCoopers LLP

         23.3     -      Consent   of  McGrath,  North,  Mullin  &  Kratz,  P.C.
                         (included as part of Exhibit 5)

         24       -      Powers of Attorney for Directors of the Company