FORM 10-Q


                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934





For quarter ended December 31, 1999

Commission file number 0-17084

                       THE SMITHFIELD COMPANIES, INC.
            (Exact name of registrant as specified in its charter)

              Virginia                              54-1167160
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization                   Identification No.)

311 County Street, Portsmouth, VA                          23704
(Address of principal executive offices)                (Zip Code)

                               (757) 399-3100
             Registrant's telephone number, including area code


   Indicate by check mark whether the registrant (1) has
   filed all reports required to be filed by Section 13 or
   15(d) of the Securities Exchange Act of 1934 during the
   preceding 12 months (or for such shorter periods that the
   registrant was required to file such reports), and (2)
   has been subject to such filing requirements for the past
   90 days.  Yes  X    No ___


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock, no par or stated value--2,182,744 shares as of February 4, 2000







                           INDEX


       THE SMITHFIELD COMPANIES, INC. AND SUBSIDIARIES


PART I.  FINANCIAL INFORMATION

Item l.  Financial Statements (Unaudited)

  Condensed consolidated balance sheets--December 31, 1999
  and March 31, 1999

  Condensed consolidated statements of income--Three months
  ended December 31, 1999 and 1998; Nine months ended
  December 31, 1999 and 1998

  Condensed consolidated statements of cash flows--Nine
  months ended December 31, 1999 and 1998

  Notes to condensed consolidated financial statements--
  December 31, 1999

Item 2.  Management's Discussion and Analysis of Financial
  Condition and Results of Operations

Part II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES













PART I.  FINANCIAL INFORMATION

THE SMITHFIELD COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
                                          December 31     March 31
                                             1999           1999
                                          (unaudited)      (Note)
ASSETS
CURRENT ASSETS
  Cash and cash equivalents               $ 7,191,529   $ 9,728,710
  Certificate of deposit                    1,025,479
  Receivables, less allowances
    of $81,000 and $79,000                  2,916,846     1,060,459
  Inventories                               1,995,692     2,717,850
  Prepaid expenses                             58,867        36,217
  Deferred income taxes                       115,000       115,000
                                          -----------   -----------
                  TOTAL CURRENT ASSETS     13,303,413    13,658,236

PROPERTY AND EQUIPMENT                      9,420,511     8,819,855
  less accumulated depreciation             3,859,388     3,577,974
                                          -----------   -----------
                                            5,561,123     5,241,881
OTHER ASSETS                                1,197,400     1,260,371
                                          -----------   -----------
                                          $20,061,936   $20,160,488
                                          ===========   ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                        $   972,469   $   594,569
  Other current liabilities                 1,117,667     1,025,377
                                          -----------   -----------
            TOTAL CURRENT LIABILITIES       2,090,136     1,619,946

LONG-TERM DEBT                              2,800,000     2,800,000

SHAREHOLDERS' EQUITY
  Common stock, no par or stated
    value--authorized 5,000,000 shares;
    issued and outstanding 2,182,744
    shares and 2,343,061 shares             1,308,570     2,488,492
  Retained earnings                        13,863,230    13,252,050
                                          -----------   -----------
                                           15,171,800    15,740,542
                                          -----------   -----------
                                          $20,061,936   $20,160,488
                                          ===========   ===========

Note:  The balance sheet at March 31, 1999 has been derived
from the audited financial statements at that date.

See notes to condensed consolidated financial statements.



THE SMITHFIELD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                               Three months ended     Nine months ended
                                  December 31            December 31
                                1999       1998        1999       1998

  Net sales                  $8,474,368 $7,992,002 $16,925,583 $17,900,575
  Cost of goods sold          5,568,625  4,974,031  11,175,094  11,569,034
                             ---------- ---------- ----------- -----------

                GROSS PROFIT  2,905,743  3,017,971   5,750,489   6,331,541
  Other operating revenue        17,719     13,160      54,795      55,115
                             ---------- ---------- ----------- -----------

                              2,923,462  3,031,131   5,805,284   6,386,656
  Selling, general and
  administrative expenses     2,054,146  1,971,169   4,577,091   4,522,554
                             ---------- ---------- ----------- -----------

            OPERATING INCOME    869,316  1,059,962   1,228,193   1,864,102

  Interest income                88,787     67,082     267,052     192,576
  Interest expense              (35,593)       (68)    (99,530)       (175)
                             ---------- ---------- ----------- -----------
               INCOME BEFORE
                INCOME TAXES    922,510  1,126,976   1,395,715   2,056,503

  Income taxes                  310,000    387,000     438,000     679,000
                             ---------- ---------- ----------- -----------

                  NET INCOME $  612,510 $  739,976 $   957,715 $ 1,377,503
                             ========== ========== =========== ===========

    BASIC EARNINGS PER SHARE $      .28 $      .32 $       .43 $       .59
                             ========== ========== =========== ===========

  DILUTED EARNINGS PER SHARE $      .27 $      .31 $       .42 $       .58
                	            ========== ========== =========== ===========
            WEIGHTED AVERAGE
   SHARES OUTSTANDING--BASIC  2,204,548  2,342,447   2,237,216   2,343,089
                             ========== ========== =========== ===========
            WEIGHTED AVERAGE
 SHARES OUTSTANDING--DILUTED  2,245,705  2,363,234   2,279,336   2,363,684
                             ========== ========== =========== ===========

 See notes to condensed consolidated financial statements.


  THE SMITHFIELD COMPANIES, INC.

  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                            Nine months ended December 31
                                                   1999          1998
  OPERATING ACTIVITIES
    Net income                                 $  957,715    $1,377,503
    Adjustments to reconcile net
      income to net cash provided by
      operating activities:
        Depreciation and amortization             482,326       325,928
        Gain on disposal of property
          and equipment                            (5,701)       (4,358)
        Change in assets and liabilities:
          Trade receivables                    (1,856,387)   (1,379,457)
          Inventories                             722,158       781,185
          Prepaid expenses                        (22,650)         (915)
          Accounts payable and other
            current liabilities                   470,190     1,240,426
                                               ----------    ----------
                        NET CASH PROVIDED BY
                        OPERATING ACTIVITIES      747,651     2,340,312

  INVESTING ACTIVITIES
    Purchase of certificate of deposit         (1,025,479)
    Purchase of property and equipment           (773,638)   (1,968,227)
    Purchase of marketable securities                          (575,840)
    Proceeds from sale of property and
      equipment                                    40,742        20,500
                                               ----------    ----------
                            NET CASH USED IN
                        INVESTING ACTIVITIES   (1,758,375)   (2,523,567)
  FINANCING ACTIVITIES
    Cash dividends paid                          (346,535)     (222,624)
    Repurchase of common stock                 (1,179,922)      (15,377)
                                               ----------    ----------
                            NET CASH USED IN
                        FINANCING ACTIVITIES   (1,526,457)     (238,001)
                                               ----------    ----------
                             NET DECREASE IN
                   CASH AND CASH EQUIVALENTS   (2,537,181)     (421,256)
  Cash and cash equivalents at
    beginning of period                         9,728,710     7,679,907
                                               ----------    ----------
                               CASH AND CASH
                EQUIVALENTS AT END OF PERIOD   $7,191,529    $7,258,651
                                               ==========    ==========

  See notes to condensed consolidated financial statements.


THE SMITHFIELD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

December 31, 1999


NOTE A--BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included.  Operating results for the three
and nine month periods ended December 31, 1999 are not necessarily indicative
of the results that may be expected for the year ending March 31, 2000.  For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for
the year ended March 31, 1999.

In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities."  This standard is effective for
financial statements for all fiscal quarters for fiscal years beginning after
June 15, 2000.  The Company does not expect that SFAS No. 133 will have a
material effect on its financial condition or results of operations.


NOTE B--INVENTORIES

The components of inventory consist of the following:

                             December 31, 1999     March 31, 1999

  Finished Goods            		   $1,040,459          $1,197,108
  Production Materials:
    Meats                           304,948             931,928
    Other Ingredients               195,298             207,138
    Packing Materials               454,987             381,676
                                 ----------          ----------
                      	  					   $1,995,692          $2,717,850
                                 ==========          ==========

NOTE C--SHAREHOLDERS' EQUITY

During the nine months ended December 31, 1999 the Company purchased and
retired 158,317 shares of its Common Stock at a cost of $1,179,922.







MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

General

The Company produces and markets a wide range of branded food products
primarily to the retail grocery, food service and gourmet food industries.
The Company also markets its products through direct mail and its own retail
outlets.  The Company's business is somewhat seasonal with its direct mail
and gourmet food operations having disproportionate sales during the
Christmas season.  This traditionally makes the Company's third quarter sales
and income the highest of the fiscal year.

Results of Operations

Net sales for the three months ended December 31, 1999 increased to
$8,474,368 compared to $7,992,002 for the three months ended December 31,
1998.  Net sales for the nine months ended December 31, 1999 were $16,925,583
compared to $17,900,575 for the nine months ended December 31, 1998.  The
decrease in net sales for the nine months ended December 31, 1999 is
primarily due to a $1.1 million one-time seasonal sale to a national club
store chain made during the second quarter of 1998.

Gross profit margins for the three and nine months ended December 31, 1999
decreased compared to the prior year.  The lower margins were primarily the
result of additional production costs related to the Company's new frozen
food processing plant.

Selling, general and administrative expenses increased 4.2% and 1.2% during
the three and nine months ended December 31, 1999, respectively, compared to
the prior year.  Selling expenses increased as a percentage of net sales to
14.9% for the nine months ended December 31, 1999 from 13.6% for the nine
months ended December 31, 1998.  This increase was a conscious effort to
increase our frozen food business due to our increased plant capacity.
General and administrative expenses actually decreased marginally during the
current year compared to the prior year.

Income tax rates are lower than statutory rates primarily because of interest
from tax-exempt municipal bond funds.

Liquidity and Capital Resources

At December 31, 1999, the Company had an Industrial Development Revenue Bond
in the amount of $2,800,000 outstanding.  The Bond matures in the year 2014
and has principle payments of $500,000 due in 2004 and 2009.

At December 31, 1999, the Company had approximately $6.8 million invested in
short-term highly liquid debt instruments.  In addition, the Company has an
unused $10 million line of credit loan with a bank bearing interest at the
LIBOR market plus .50% which expires on July 31, 2000.




MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--Continued

Liquidity and Capital Resources--Continued

The Company believes its liquidity and capital resources to be excellent.
Current cash flows and available funds are sufficient to satisfy existing
cash requirements.

The Company will continue its strategy of looking for growth through
acquisitions in higher margin segments of the food industry.  Having a
significant amount of cash on hand as well as available funds on its line of
credit, the Company believes it is in an excellent position to invest in
assets, which will increase shareholder value over time.

The Company traditionally increases inventory during the first six months of
its fiscal year to meet the increased demand for its products during the
Christmas season. The Company is financing the increase in inventory through
its operating cash flow and the use of some of its short-term securities.

Year 2000 Compliance

The Company recognizes the need to ensure its operations will not be
adversely impacted by Year 2000 software failures.  The Company has utilized
internal personnel, contract programmers and third-party vendors to identify,
prioritize and access Year 2000 noncompliance concerns.  To date, the Company
has not incurred any material Year 2000 problems or concerns.

The Company relies on third party suppliers for raw materials, water,
utilities and other key services.  Interruption of supplier operations due to
Year 2000 issues could affect Company operations.  The Company is also
dependent upon its customers for sales and cash flow.  The Company has not
incurred any Year 2000 interruptions in customer operations.  The Company
believes its customer base is broad enough to minimize the affects of a
simple occurrence.  The Company has evaluated the status of third party efforts
and determined alternatives and contingency plan requirements should they
become necessary.  The reduction of risk due to noncompliance with Year 2000
issues includes the identification of alternate suppliers to assure
production capability.  These activities are intended to provide a means of
managing risk but cannot eliminate the potential for disruption due to third
party failure.

All statements made herein relating to our Year 2000 efforts are "Year 2000
Readiness Disclosures" made pursuant to the Year 2000 Information and
Readiness Disclosures Act, and to the extent applicable, are entitled to the
protection of such act.







PART II.  OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

a.)  27.  Financial Data Schedule

b.)  The Company did not file any reports on Form 8-K during the three months
     ended December 31, 1999.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


						THE SMITHFIELD COMPANIES, INC.
                                        (registrant)



DATE:  February 14, 2000        /s/ Richard S. Fuller
                      						______________________________
                                    Richard S. Fuller
					                       	President and Chief Executive
                                         Officer



DATE:  February 14, 2000       /s/ Mark D. Bedard
                      						______________________________
                                      Mark D. Bedard
			                       			Treasurer and Chief Financial
                                         Officer