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 OF SECURITIES 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

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1. Name and Address of Reporting Person * Maass Paul T   2. Issuer Name and Ticker or Trading Symbol CONAGRA FOODS INC /DE/ [CAG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Pres-Private Brnds & Comml Fds (Last) (First) (Middle) C/O CONAGRA FOODS, INC., ONE CONAGRA DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2015 (Street) OMAHA, NE 68102 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/02/2015   M   40,000 A $ 19.05 103,060 D   Common Stock 01/02/2015   M   40,000 A $ 23.93 143,060 D   Common Stock 01/02/2015   M   80,000 A $ 22.61 223,060 D   Common Stock 01/02/2015   M   42,000 A $ 26.15 265,060 D   Common Stock 01/02/2015   S   202,000 (1) D $ 36.0314 (2) 63,060 D   Common Stock 01/05/2015   M   78,000 A $ 26.15 141,060 D   Common Stock 01/05/2015   M   112,000 A $ 24.74 253,060 D   Common Stock 01/05/2015   S   190,000 (1) D $ 35.6595 (3) 63,060 D   Common Stock               4,945.0508 (4) I By 401(k) Plan Trust

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Employee Stock Options (right to Buy)

$ 19.05

01/02/2015

M

40,000

(5)

07/14/2016

Common Stock

40,000

$ 0

0

D

Employee Stock Options (right to Buy)

$ 23.93

01/02/2015

M

40,000

(6)

07/24/2017

Common Stock

40,000

$ 0

0

D

Employee Stock Options (right to Buy)

$ 22.61

01/02/2015

M

80,000

(7)

10/13/2017

Common Stock

80,000

$ 0

0

D

Employee Stock Options (right to Buy)

$ 26.15

01/02/2015

M

42,000

(8)

07/10/2018

Common Stock

42,000

$ 0

78,000

D

Employee Stock Options (right to Buy)

$ 26.15

01/05/2015

M

78,000

(8)

07/10/2018

Common Stock

78,000

$ 0

0

D

Employee Stock Options (right to Buy)

$ 24.74

01/05/2015

M

112,000

(9)

07/15/2022

Common Stock

112,000

$ 0

48,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Maass Paul T C/O CONAGRA FOODS, INC. ONE CONAGRA DRIVE OMAHA, NE 68102			Pres-Private Brnds & Comml Fds

Signatures

/s/ Lyn Rhoten, Attorney-in-fact		01/06/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options
(2)	Price reflects a weighted average sale price for multiple transactions ranging from $35.850 to $36.270 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(3)	Price reflects a weighted average sale price for multiple transactions ranging from $35.425 to $36.010 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(4)	Reflects holdings under the ConAgra Foods, Inc. 401(k) plan. The information in this report is based on a plan statement date of January 2, 2015.
(5)	These stock options, originally covering 40,000 shares, became exercisable as to 40% on July 15, 2010, 30% on July 15, 2011, and 30% on July 15, 2012.
(6)	These stock options, originally covering 40,000 shares, became exercisable as to 40% on July 25, 2011, 30% on July 25, 2012, and 30% on July 25, 2013.
(7)	These stock options, originally covering 80,000 shares, became exercisable as to 40% on October 14, 2011, 30% on October 14, 2012, and 30% on October 14, 2013.
(8)	These stock options, originally covering 120,000 shares, became exercisable as to 40% on July 11, 2012, 30% on July 11, 2013, and 30% on July 11, 2014.
(9)	These stock options, originally covering 160,000 shares, became exercisable as to 40% on July 16, 2013, 30% on July 16, 2014, and will become exercisable as to 30% on July 16, 2015.

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