Item 2.02 Results of Operations and Financial Condition

On December 17, 2008, ConAgra Foods, Inc. issued a press release and posted a question and answer document on its website containing information on second quarter fiscal 2009 financial results. The press release and Q&A are furnished with this Form 8-K as exhibits 99.1 and 99.2, respectively.

The release includes the non-GAAP financial measures of adjusted operating profit for the Consumer Foods segment and earnings per share from continuing operations. Management considers GAAP financial measures as well as such supplemental financial information exclusive of items impacting comparability in its evaluation of the Company's financial statements. Management believes the presentation of supplemental financial information exclusive of items impacting comparability is relevant to an investor and facilitates investor understanding of continuing operations and segment performance and trends.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Press Release issued December 17, 2008

Exhibit 99.2 Questions and Answers

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