ConAgra Foods, Inc. (the "Company") is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-177140):

1. Underwriting Agreement, dated as of January 7, 2013, by and between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

2. Opinion of Jones Day.

(d) Exhibits.

Exhibit
Number       Description

 1.1         Underwriting Agreement, dated as of January 7, 2013, by and between
             the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

 5.1         Opinion of Jones Day.

23.1         Consent of Jones Day (included in Exhibit 5.1).