UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

     
Date of Report (Date of Earliest Event Reported):   March 14, 2014

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

     
Delaware 1-7275 47-0248710
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
One ConAgra Drive, Omaha, Nebraska   68102
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(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 14, 2014, Mr. Brian Keck, Executive Vice President and Chief Administrative Officer of ConAgra Foods, Inc. (the "Company"), informed the Company of his desire and intent to retire effective on or about August 1, 2014. The Human Resources Committee of the Board of Directors of the Company has approved Mr. Keck’s retirement. In accordance with Mr. Keck’s previously disclosed sign-on agreement with the Company, he will be entitled to exercise stock options that he holds and that are vested at the time of his departure for the shorter of three years from his retirement and the expiration of such options.






SIGNATURES

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.
          
March 18, 2014   By:   Lyneth Rhoten
       
        Name: Lyneth Rhoten
        Title: Vice President, Securities Counsel and Assistant Corporate Secretary