Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MESSEL SCOTT E
   2. Issuer Name and Ticker or Trading Symbol
CONAGRA FOODS INC /DE/ [CAG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Treasurer&Asst. Secretary
(Last)
(First)
(Middle)
C/O CONAGRA FOODS, INC., ONE CONAGRA DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
03/30/2012
(Street)

OMAHA, NE 68102		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/30/2012   M   9,000 A $ 25.9 83,276 D  
Common Stock 03/30/2012   M   40,000 A $ 23.14 123,276 D  
Common Stock 03/30/2012   M   60,000 A $ 22 183,276 D  
Common Stock 03/30/2012   S   15,212 (1) D $ 26.32 168,064 D  
Common Stock 03/30/2012   S   93,788 (1) D $ 26.356 (2) 74,276 D  
Common Stock               3,273 (3) I By 401(k) Plan Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 25.9 03/30/2012   M     9,000   (4) 09/25/2012 Common Stock 9,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 23.14 03/30/2012   M     40,000   (5) 07/24/2015 Common Stock 40,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 22 03/30/2012   M     60,000   (6) 07/12/2013 Common Stock 60,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MESSEL SCOTT E
C/O CONAGRA FOODS, INC.
ONE CONAGRA DRIVE
OMAHA, NE 68102		       SVP, Treasurer&Asst. Secretary  

Signatures

 /s/ Lyn Rhoten, attorney-in-fact   04/03/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.
(2) Price reflects the weighted average sale price for multiple transactions that ranged from $26.35 to $26.40 per share. The reporting person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(3) Includes shares acquired under the 401(k) plan since the Reporting Person's last report.
(4) Options became exercisable as to 40% on September 26, 2003, 30% on September 26, 2004, and 30% on September 26, 2005.
(5) Options became exercisable as to 40% on May 28, 2006, 30% on May 27, 2007, and 30% on May 25, 2008.
(6) Options became exercisable as to 40% on May 27, 2007, 30% on May 25, 2008, and 30% on May 31, 2009.

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