Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   January 10, 2012

ConAgra Foods, Inc.
(Exact name of registrant as specified in its charter)

Delaware 1-7275 47-0248710
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
One ConAgra Drive, Omaha, Nebraska   68102
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   402-240-4000

Not Applicable
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 10, 2012, ConAgra Foods, Inc. (the "Company") replaced its existing commercial paper program by entering into a new commercial paper program (the "Program"), pursuant to which the Company may issue, on a private placement basis, unsecured commercial paper notes (the "Notes") up to a maximum aggregate amount outstanding at any time of $1.5 billion.

Under the Program, which is backed up by the Company’s $1.5 billion multi-year revolving credit facility, the Company may issue the Notes from time to time. The proceeds from the Notes will be used to finance the Company’s short-term liquidity needs. The Company intends to use the Program in a form consistent with its capital allocation priorities that include maintaining its investment grade rating and strong balance sheet. The maturities of the Notes will vary, but may not exceed 397 days from the date of issue. The Notes will be sold under customary terms in the commercial paper market and will be issued at a discount from par, or, alternatively, will be sold at par and bear varying interest rates on a fixed or floating basis.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    ConAgra Foods, Inc.
January 12, 2012   By:   /s/ Colleen Batcheler
        Name: Colleen Batcheler
        Title: Executive Vice President, General Counsel and Corporate Secretary