Sec Form 4 Filing - BATCHELDER DAVID H @ CONAGRA FOODS INC /DE/ - 2006-09-28

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person BATCHELDER DAVID H 2. Issuer Name and Ticker or Trading Symbol CONAGRA FOODS INC /DE/ [ CAG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11975 EL CAMINO REAL, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2006 (Street) SAN DIEGO, CA92130 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/28/2006 A 1,800 A $ 0 9,000 D Common Stock 10,741,400 I Through Relational Investors LLC ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Options (right to buy) $ 24.54 09/28/2006 A 9,000 03/27/2007( 2 ) 09/27/2016 Common Stock 9,000 $ 0 9,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BATCHELDER DAVID H 11975 EL CAMINO REAL, SUITE 300 SAN DIEGO, CA92130 X Signatures Colleen Batcheler, Attorney-in-fact 10/02/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is one of four Principals of Relational Investors, LLC (RILLC). RILLC is the sole general partner of Relational Investors, L.P. (3,697,719 shares), Relational Partners, L.P. (111,400 shares), Relational Fund Partners, L.P. (68,560 shares), RH Fund 1, L.P. (1,816,275 shares), RH Fund 2, L.P. (2,113,032 shares), RH Fund 4, L.P. (462,509 shares), RH Fund 6, L.P. (617,612 shares), RH Fund 7, L.P. (231,255 shares), Relational Coast Partners, L.P. (139,123 shares), and is the sole managing member of the general partner of Relational Investors III, L.P. (107,933 shares). An additional 1,375,982 shares are held in accounts managed by RILLC (including 27,992 shares held in a managed account with RILLC in the name of the David H. Batchelder Trust). The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 2 )The option becomes fully exercisable 180 days from the date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.