UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                         Commission File Number: 1-7275*

                      ConAgra Foods, Inc., on behalf of the
                  International Home Foods 401(k) Savings Plan
         ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          One ConAgra Drive, Omaha, Nebraska 68102-5001 (402) 595-4000
         ---------------------------------------------------------------
         (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

            Interests in International Home Foods 401(k) Savings Plan
         ---------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
         ---------------------------------------------------------------
       (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

         Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)(i) /_/     Rule 12h-3(b)(1)(i) /X/
         Rule 12g-4(a)(1)(ii)/_/     Rule 12h-3(b)(1)(ii)/_/
         Rule 12g-4(a)(2)(i) /_/     Rule 12h-3(b)(2)(i) /_/
         Rule 12g-4(a)(2)(ii)/_/     Rule 12h-3(b)(2)(ii)/_/
                                     Rule 15d-6          /_/

     Approximate  number of holders of record as of the  certification or notice
date: 0

         Pursuant to the requirements of the Securities Exchange Act of 1934,
ConAgra Foods, Inc., on behalf of the International Home Foods 401(k) Savings
Plan, has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.

Date:  June 25, 2002                 By:    /s/ James P. O'Donnell
                                         -------------------------------------
                                           James P. O'Donnell
                                           Executive Vice President,
                                           Chief Financial Officer and
                                           Corporate Secretary






Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.

*The Interests in the International Home Foods 401(k) Savings Plan were
previously filed on Form S-8, however, no separate Commission File Number was
assigned by the Commission for the plan. ConAgra Foods, Inc.'s Commission File
Number is 1-7275 but this filing does not terminate or suspend any duties to
file reports by ConAgra Foods, Inc.