Exhibit 1 CERTIFICATE OF ADJUSTMENT This is to certify pursuant to Section 12 of the Rights Agreement, dated as of July 12, 1996, as amended (the "Rights Agreement"), between ConAgra, Inc., a Delaware corporation (the "Company") and Chase Mellon...

                                                                    Exhibit 1


                            CERTIFICATE OF ADJUSTMENT


         This is to certify  pursuant  to  Section  12 of the Rights  Agreement,
dated as of July 12, 1996, as amended (the "Rights Agreement"), between ConAgra,
Inc.,  a Delaware  corporation  (the  "Company")  and Xxxxx  Xxxxxx  Shareholder
Services, L.L.C., as Rights Agent, that:

I.       Statement of Facts.

         At its July 11, 1997 meeting, the Company's Board of Directors declared
a two-for-one split of the shares of common stock, par value $5.00 per share, of
the Company (the "Common Stock"), to be effected in the form of a stock dividend
(the "Distribution") on October 1, 1997 to holders of record of the Common Stock
on September 5, 1997.

II.      Adjustments Pursuant to the Rights Agreement.

         Pursuant  to  the  provisions  of the  Sections  11(n)  of  the  Rights
Agreement effective, as of October 1, 1997, the Right associated with each share
of Common Stock is hereby  adjusted so that  one-half  Right shall be associated
with each share of Common Stock outstanding immediately after the Distribution.


Dated this 1st day of October, 1997.


                                             CONAGRA, INC.

                                                /s/ X. X. X'Xxxxxxx
                                             By:___________________________
                                                Name:  X. X. X'Xxxxxxx
                                                Title: Executive Vice President,
                                                       Chief Financial Officer
                                                       Corporate Secretary