As Filed with the Securities and Exchange
Commission on May 7, 1999.
                                                          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.)

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

                     PLAN FOR ASSUMPTION OF GOODMARK OPTIONS
                            (Full Title of the Plan)
                           --------------------------

                James P. O'Donnell, Executive Vice President and
                 Chief Financial Officer and Corporate Secretary
                                  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>
Title of securities        Amount to                Proposed maximum               Proposed maximum                Amount of
to be registered           be registered            offering price per             aggregate offering              registration
                                                    unit (1)                       price(1)                        fee
-------------------------------------------------------------------------------------------------------------------------------
Common
Stock                      500,000                  $ 25.06                        $ 12,530,000                     $3,483
</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 May 6, 1999.


<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  Plan  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.

         On July 31, 1998, ConAgra,  Inc.  ("ConAgra")  acquired GoodMark Foods,
Inc.  ("GoodMark") and assumed certain options  previously  granted by GoodMark.
The assumed options are exercisable for ConAgra common stock.  This registration
statement  covers the shares of ConAgra  common stock  issuable upon such option
exercises.

                                      -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)      Quarterly  Reports on Form 10-Q for the quarters  ended August
                  30, 1998, November 29, 1998 and February 28, 1999; and

         (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 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;  provided,  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.

                                      -3-
<PAGE>
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 GoodMark Options

         23.1     -   Consent of Deloitte & Touche

         23.2     -   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

         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;

                                      -4-
<PAGE>
                  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  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 7th day of
May, 1999.

                                    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 7th day of May, 1999 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,
James P. O'Donnell              Chief Financial Officer and Corporate Secretary
                                (Principal Financial Officer)

/s/ Jay Bolding
_________________________       Vice President,
Jay Bolding                     Corporate 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
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>





                                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 GoodMark Options

         23.1     -   Consent of Deloitte & Touche

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

         24       -   Powers of Attorney for Directors of the Company




<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": "333-78063", "film-number": "99614347"}, "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 May 7, 1999.
                                                          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.)

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

                     PLAN FOR ASSUMPTION OF GOODMARK OPTIONS
                            (Full Title of the Plan)
                           --------------------------

                James P. O'Donnell, Executive Vice President and
                 Chief Financial Officer and Corporate Secretary
                                  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

===============================================================================================================================
Title of securities        Amount to                Proposed maximum               Proposed maximum                Amount of
to be registered           be registered            offering price per             aggregate offering              registration
                                                    unit (1)                       price(1)                        fee
-------------------------------------------------------------------------------------------------------------------------------
Common
Stock                      500,000                  $ 25.06                        $ 12,530,000                     $3,483
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 May 6, 1999.
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  Plan  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.

         On July 31, 1998, ConAgra,  Inc.  ("ConAgra")  acquired GoodMark Foods,
Inc.  ("GoodMark") and assumed certain options  previously  granted by GoodMark.
The assumed options are exercisable for ConAgra common stock.  This registration
statement  covers the shares of ConAgra  common stock  issuable upon such option
exercises.

                                      -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)      Quarterly  Reports on Form 10-Q for the quarters  ended August
                  30, 1998, November 29, 1998 and February 28, 1999; and

         (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 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;  provided,  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.

                                      -3-
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 GoodMark Options

         23.1     -   Consent of Deloitte & Touche

         23.2     -   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

         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;

                                      -4-
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  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 7th day of
May, 1999.

                                    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 7th day of May, 1999 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,
James P. O'Donnell              Chief Financial Officer and Corporate Secretary
                                (Principal Financial Officer)

/s/ Jay Bolding
_________________________       Vice President,
Jay Bolding                     Corporate 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
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
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 GoodMark Options

         23.1     -   Consent of Deloitte & Touche

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

         24       -   Powers of Attorney for Directors of the Company