Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                           PILGRIM'S PRIDE CORPORATION
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                 (CUSIP Number)

Owen C. Johnson                                       Guy Lawson
Executive Vice President, Organization and            McGrath North Mullin
Administration and Corporate Secretary                  & Kratz, PC LLO
ConAgra Foods, Inc.                              Suite 3700 First National Tower
One ConAgra Drive                                     1601 Dodge Street
Omaha, NE 68102                                       Omaha, NE 68102
(402) 595-4000                                        (402) 341-3070

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                December 13, 2004
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.

     1)   Names of Reporting Persons:
          I.R.S. Identification No. of Above Person:

          ConAgra Foods, Inc.      47-0248710

     2)   Check the Appropriate Box if a Member of a Group:

     3)   SEC Use Only:

     4)   Source of Funds (See Instructions):

     5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items
          2(d) or 2(e):

     6)   Citizenship or Place of Organization:

         Number of Shares           (7) Sole Voting Power:            15,443,054
         Beneficially               (8) Shared Voting Power:          0
         Owned by Each              (9) Sole Dispositive Power:       15,443,054
         Reporting Person           (10) Shared Dispositive Power:    0

     11)  Aggregate Amount Beneficially Owned by Each Reporting Person:

     12)  Check Box if the Aggregate  Amount in Row (11) Excludes Certain Shares
          (See Instructions):

     13)  Percent of Class Represented by Amount in Row (11):

     14)  Type of Reporting Person (See Instructions):

     ConAgra Foods,  Inc.  ("ConAgra  Foods") makes this filing to amend certain
information  previously  reported  by ConAgra  Foods.  This  filing  constitutes
Amendment No. 1 to the  Statement on Schedule 13D of ConAgra  Foods  ("Amendment
No. 1").  ConAgra  Foods amends such prior  Schedule 13D reports with respect to
the Common Stock,  par value $.01 per share (the "Common  Stock"),  of Pilgrim's
Pride Corporation ("Pilgrim's Pride") by adding the following information to the
items indicated:


     On December 7, 2004,  ConAgra Foods entered into an underwriting  agreement
(the  "Underwriting  Agreement") with Pilgrim's Pride and the underwriters named
therein,  including Merrill Lynch & Co., Merrill Lynch,  Pierce,  Fenner & Smith
Incorporated,  J.P.  Morgan  Securities  Inc.  and Lehman  Brothers  Inc. as the
representatives of the several underwriters (collectively,  the "Underwriters"),
related to the offering (the "Secondary  Public  Offering") of 10,000,000 shares
of Common Stock by ConAgra  Foods  pursuant to an effective  shelf  registration
statement on Form S-3 (File No. 333-117472) previously filed with the Securities
and Exchange  Commission.  The Underwriters have an option to purchase a maximum
of 1,500,000  additional  shares of Common Stock from ConAgra Foods to cover any

     The  Underwriting  Agreement  provides  for a purchase  price of the Common
Stock  of  $29.50  per  share  and  contains  representations,   warranties  and
indemnities  by  Pilgrim's  Pride  and  ConAgra  Foods,   and  other  provisions
customarily  included in underwriting  agreements  relating to secondary  public
offerings.  A copy of the Underwriting  Agreement is filed as Exhibit 1.1 to the
Current Report on Form 8-K dated December 7, 2004 filed by Pilgrim's  Pride with
the Securities and Exchange Commission and is incorporated herein by reference.

     The closing of the Secondary  Public Offering  pursuant to the Underwriting
Agreement  occurred on December 13, 2004.  At the  closing,  ConAgra  Foods sold
10,000,000  shares of Common Stock to the  Underwriters  and received  aggregate
proceeds of $282,462,000.  After giving effect to the sale of 10,000,000  shares
of  Common  Stock,  ConAgra  Foods  owned  15,443,054  shares  of  Common  Stock
representing   approximately   23.2%  of  Pilgrim's  Pride's  total  equity  and
approximately  2.6% of  Pilgrim's  Pride's  total  outstanding  votes  (based on
66,555,773  shares of Common Stock outstanding on December 3, 2004 and, applying
the presumptions described in Article Four of the Pilgrim's Pride Certificate of
Incorporation,  595,348,066  votes  entitled to be cast at the  Pilgrim's  Pride
annual  meeting to be held on January 26, 2005 (the "2005 Annual  Meeting"),  as
provided in the Pilgrim's Pride proxy statement for the 2005 Annual Meeting).


                  (a) ConAgra Foods is the beneficial owner of an aggregate of
15,443,054 shares of Common Stock constituting approximately 23.2% of the
outstanding Common Stock (based on 66,555,773 shares of Common Stock outstanding
on December 3, 2004, as provided in the Pilgrim's Pride proxy statement for the
2005 Annual Meeting).

                  (b) The table below summarizes the number of shares of Common
Stock over which ConAgra Foods has sole voting and dispositive power and shared
voting and dispositive power.

============================== ================================================
          Voting                                   Dispositive
------------------------------ ------------------------------------------------
Sole                 Shared              Sole                     Shared
------------------------------ -------------------------- ---------------------
15,443,054             0              15,443,054                    0
============================== ========================== =====================


     1.   Underwriting   Agreement  dated  December  7,  2004   incorporated  by
          reference  from Exhibit 1.1 to Pilgrim's  Pride Current Report on Form
          8-K dated December 7, 2004.

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the above  information  set forth in this  Amendment No. 1 is true,
complete and correct.

DATED this 13th day of December, 2004.

                               CONAGRA FOODS, INC.

                               By:   /s/ Owen C. Johnson  
                                  Owen C. Johnson
                                  Executive Vice President,
                                    Organization and Administration and
                                    Corporate Secretary